Registration Nos.: 2-15184
811-881
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | X |
Pre-Effective Amendment No. | |
Post-Effective Amendment No. 103 | X |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | X |
Amendment No. 44 | X |
COLONIAL TRUST III
(Exact Name of Registrant as Specified in Charter)
One Financial Center, Boston, Massachusetts 02lll
(Address of Principal Executive Offices)
617-426-3750
(Registrant's Telephone Number, including Area Code)
Name and Address
of Agent for Service Copy to
- -------------------- -------------------
Nancy L. Conlin, Esq. John M. Loder, Esq.
Colonial Management Ropes & Gray
Associates, Inc. One International Place
One Financial Center Boston, Massachusetts 02110-2624
Boston, Massachusetts 02111
It is proposed that the filing will become effective (check appropriate box):
[ X ] immediately upon filing pursuant to paragraph (b)
[ ] on [date] pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet
(The Crabbe Huson Special Fund, Classes A, B, C)
(Crabbe Huson Small Cap Fund, Classes A, B, C)
(Crabbe Huson Equity Fund, Classes A, B, C)
(Crabbe Huson Managed Income & Equity Fund, Classes A, B, C)
(Crabbe Huson Contrarian Income Fund, Class A)
<TABLE>
<CAPTION>
<S> <C>
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Cover Page
2. Summary of Expenses
3. The Funds' Financial History
4. Organization and History; The Funds' Investment
Objectives; How the Funds Pursue their Objectives and
Certain Risk Factors
5. Cover Page; How the Funds are Managed; Organization and
History; Back Cover
6. Organization and History; Distributions and Taxes; How to
Buy Shares
7. Summary of Expenses; How to Buy Shares; How the Funds
Value their Shares; Cover Page; 12b-1 Plan; Back Cover
8. Summary of Expenses; How to Sell Shares; How to Exchange
Shares; Telephone Transactions
9. Not Applicable
</TABLE>
CRABBE HUSON SMALL CAP FUND
THE CRABBE HUSON SPECIAL FUND
CRABBE HUSON EQUITY FUND
CRABBE HUSON MANAGED INCOME & EQUITY FUND
CRABBE HUSON REAL ESTATE INVESTMENT FUND
CRABBE HUSON OREGON TAX-FREE FUND
Supplement to Prospectuses
Until further notice, Class B and Class C shares of the Funds are currently not
available for purchase or exchange. In addition, the Class A shares of The
Crabbe Huson Special Fund are not currently available for purchase or exchange.
CH-36/095G-1098 October 19, 1998
October 19, 1998
CRABBE HUSON SMALL CAP FUND
THE CRABBE HUSON SPECIAL FUND
CRABBE HUSON EQUITY FUND
CRABBE HUSON MANAGED
INCOME & EQUITY FUND
CRABBE HUSON CONTRARIAN
INCOME FUND
PROSPECTUS
Colonial Management Associates, Inc. (Administrator) and your full-service
financial advisor want you to understand both the risks and benefits of mutual
fund investing.
While mutual funds offer significant opportunities and are professionally
managed, they also carry risks including possible loss of principal. Unlike
savings accounts and certificates of deposit, mutual funds are not insured or
guaranteed by any financial institution or government agency.
Please consult your full-service financial advisor to determine how investing in
this mutual fund may suit your unique needs, time horizon and risk tolerance.
Crabbe Huson Small Cap Fund (Small Cap Fund) seeks to provide long-term capital
appreciation.
The Crabbe Huson Special Fund (Special Fund) seeks significant long-term capital
appreciation.
Crabbe Huson Equity Fund (Equity Fund) seeks to provide long-term capital
appreciation.
Crabbe Huson Managed Income & Equity Fund (Managed Fund) seeks preservation of
capital, capital appreciation and income.
Crabbe Huson Contrarian Income Fund (Income Fund) seeks to provide the highest
level of current income that is consistent with preservation of capital.
Each of the Funds is a diversified portfolio of Colonial Trust III (Trust), an
open-end management investment company.
Each Fund is managed by Crabbe Huson Group, Inc. (Advisor), successor to an
investment advisory firm founded in 1980 and an affiliate of the Administrator.
CH-01/048G-1098
This Prospectus explains concisely what you should know before investing in a
Fund. Read it carefully and retain it for future reference. More detailed
information about the Funds is in the October 19, 1998 Statement of Additional
Information which has been filed with the Securities and Exchange Commission and
is obtainable free of charge by calling the Administrator at 1-800-426-3750. The
Statement of Additional Information is incorporated by reference in (which means
it is considered to be a part of) this Prospectus.
Contents Page
Summary of Expenses 2
The Funds' Financial History 4
The Funds' Investment Objectives 9
How the Funds Pursue their Objective and
Certain Risk Factors 9
Investment Techniques and Additional
Risk Factors 10
How the Funds Measure their Performance 16
How the Funds are Managed 17
Year 2000 18
How the Funds Value their Shares 18
Distributions and Taxes 18
How to Buy Shares 18
How to Sell Shares 20
How to Exchange Shares 21
Telephone Transactions 21
12b-1 Plans 22
Organization and History 22
Appendix A 23
Appendix B 24
This Prospectus is also available on-line at our 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 Funds.
- ----------------------------- --------------------------
NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE
- ----------------------------- --------------------------
THE SPECIAL FUND CAN ENTER INTO LEVERAGE TRANSACTIONS. THIS ACTIVITY COULD BE
CONSIDERED SPECULATIVE AND COULD RESULT IN GREATER COST TO THE FUND.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
The Funds offer multiple classes of shares. Class A shares are offered at net
asset value plus a sales charge imposed at the time of purchase; Class B shares
are offered at net asset value and are subject to an annual distribution fee and
a declining contingent deferred sales charge on redemptions made within six
years after purchase; and Class C shares are offered at net asset value and are
subject to an annual distribution fee and a contingent deferred sales charge on
redemptions made within one year after purchase. Class B shares automatically
convert to Class A shares after approximately eight years. See "How to Buy
Shares." The Income Fund is only offering Class A shares through this
Prospectus. The Income Fund's Class A shares are not available to new purchases
and to exchanges into the Fund. The Income Fund does not offer Class B or Class
C shares.
Although each Fund is offering only its own shares and is not participating in
the sale of the shares of the other Funds, it is possible that a Fund might
become liable for any misstatement, inaccuracy or incomplete disclosure in the
Prospectus concerning another Fund.
An investment in a Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
<PAGE>
SUMMARY OF EXPENSES
Expenses are one of several factors to consider when investing in a Fund. The
following tables summarize your maximum transaction costs and your annual
expenses for an investment in the Class A, B and C shares of a Fund. See "How
the Funds are Managed" and "12b-1 Plans" for more complete descriptions of each
Fund's various costs and expenses.
<TABLE>
<CAPTION>
Shareholder Transaction Expenses(1)(2)
Small Cap Fund, Special Fund and Equity Fund: Class A Class B Class C
<S> <C> <C> <C>
Maximum Initial Sales Charge Imposed on a Purchase (as a % of offering price)(3) 5.75% 0.00%(4) 0.00%(4)
Maximum Contingent Deferred Sales Charge (as a % of offering price)(3) 1.00%(5) 5.00% 1.00%
Managed Fund: Class A Class B Class C
<S> <C> <C> <C>
Maximum Initial Sales Charge Imposed on a Purchase (as a % of offering price)(3) 4.75% 0.00%(4) 0.00%(4)
Maximum Contingent Deferred Sales Charge (as a % of offering price)(3) 1.00%(5) 5.00% 1.00%
</TABLE>
(1) For accounts less than $1,000 an annual fee of $10 may be deducted. See
"How to Buy Shares."
(2) Redemption proceeds exceeding $500 sent via federal funds wire will be
subject to a $7.50 charge per transaction.
(3) Does not apply to reinvested distributions.
(4) Because of the distribution fee applicable to Class B and Class C
shares, long-term Class B and Class C shareholders may pay more in
aggregate sales charges than the maximum initial sales charge
permitted by the National Association of Securities Dealers, Inc.
However, because Class B shares automatically convert to Class A
shares after approximately 8 years, this is less likely for Class B
shares than for a class without a conversion feature.
(5) Only with respect to any portion of purchases of $1 million to $5
million redeemed within approximately 18 months after purchase. See
"How to Buy Shares."
Annual Operating Expenses (as a % of average net assets)
<TABLE>
<CAPTION>
Small Cap Fund Special Fund
Class A Class B Class C Class A Class B Class C
<S> <C> <C> <C> <C> <C> <C>
Management fee (after fee waiver)(6) 0.88% 0.88% 0.88% 0.74% 0.74% 0.74%
12b-1 fees 0.25 1.00 1.00 0.25 1.00 1.00
Other expenses 0.37 0.37 0.37 0.51 0.51 0.51
---- ---- ---- ---- ---- ----
Total operating expenses (after fee
waiver)(6) 1.50% 2.25% 2.25% 1.50% 2.25% 2.25%
==== ==== ==== ==== ==== ====
Managed Fund Equity Fund
Class A Class B Class C Class A Class B Class C
<S> <C> <C> <C> <C> <C> <C>
Management fee (after fee waiver)(6) 0.73% 0.73% 0.73% 0.83% 0.83% 0.83%
12b-1 fees 0.25 1.00 1.00 0.25 1.00 1.00
Other expenses 0.44 0.44 0.44 0.34 0.34 0.34
---- ---- ---- ---- ---- ----
Total operating expenses (after
waiver)(6) 1.42% 2.17% 2.17% 1.42% 2.17% 2.17%
==== ==== ==== ==== ==== ====
</TABLE>
<PAGE>
Annual Operating Expenses (as a % of average net assets)
Income Fund
Class A
Management fee (after fee waiver)(6) 0.00%
12b-1 fees 0.25
Other expenses (after expense reimbursement)(6) 0.55
----
Total operating expenses (after fee waiver and expense
reimbursement) (6) 0.80%
====
(6) The Advisor has voluntarily agreed to waive a portion of its Management
fee (and to reimburse expenses as applicable) so that Total operating
expenses (exclusive of Rule 12b-1 fees) do not exceed 1.25% for the Small
Cap and the Special Fund, 1.17% for the Equity Fund and the Managed Fund
and 0.55% for the Income Fund per annum of the Fund's net asset value. If
the waivers were not made, the Funds' Management fees would have been
1.01%, 1.02%, 0.94%,and 0.95%, and Total operating expenses would have
been 1.63%, 1.71%, 1.53% and 1.71%, for Class A shares and 2.38%, 2.46%,
2.28% and 2.46% for Class B and Class C shares, respectively, for the
Small Cap Fund, the Managed Fund, the Equity Fund and the Special Fund.
The Income Fund's Management fee would have been 0.80%, Other expenses
would have been 1.56% and Total operating expenses would have been 2.61%
had the fee waiver and expense reimbursement not been made. Other expenses
for Class B and Class C shares are estimated based on each Fund's Class A
share expenses.
Example
The following Example shows the cumulative transaction and operating expenses
attributable to a hypothetical $1,000 investment in each Class of shares of a
Fund for the periods specified, assuming a 5% annual return and, unless
otherwise noted, redemption at period end. This Example uses the fees and
expenses in the tables above and gives effect to the fee waivers and expense
reimbursements described above. The 5% return and expenses used in this Example
should not be considered indicative of actual or expected Fund performance or
expenses, both of which will vary:
<TABLE>
<CAPTION>
Small Cap Fund Special Fund
Class A Class B Class C Class A Class B Class C
Period: (7) (8) (7) (8) (7) (8) (7) (8)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 year $ 72 $ 74 $ 23 $ 33 $ 23 $ 72 $ 73 $ 23 $ 33 $ 23
3 years 102 100 70 70(9) 70 102 100 70 70(9) 70
5 years 135 140 120 120 120 135 140 120 120 120
10 years 226 240(10) 240(10) 258 258 226 240(10) 240(10) 258 258
Managed Fund Equity Fund
Class A Class B Class C Class A Class B Class C
Period: (7) (8) (7) (8) (7) (8) (7) (8)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 year $ 71 $ 72 $ 22 $ 32 $ 22 $ 71 $ 72 $ 22 $ 32 $ 22
3 years 100 98 68 68(9) 68 100 98 68 68(9) 68
5 years 131 136 116 116 116 131 136 116 116 116
10 years 218 231(10) 231(10) 250 250 218 231(10) 231(10) 250 250
</TABLE>
Income Fund
Class A
Period:
[S] [C]
1 year $ 55
3 years 72
5 years 90
10 years 142
(7) Assumes redemption at period end.
(8) Assumes no redemption.
(9) Class C shares do not incur a contingent deferred sales charge on
redemptions made after one year.
(10) Class B shares automatically convert to Class A shares after
approximately 8 years; therefore, years 9 and 10 reflect Class A
share expenses.
<PAGE>
THE FUNDS' FINANCIAL HISTORY
The following information for a share outstanding through October 31, 1997 has
been audited by KPMG Peat Marwick LLP, each Fund's independent auditors, whose
report dated December 3, 1997 is incorporated by reference into the Funds'
Statement of Additional Information. For the years or periods ended on or after
October 31, 1996, calculations are based on a share outstanding during the
period. For years or periods ending prior to November 1, 1995, calculations are
based on average number of shares outstanding for each year or period. The
financial highlights for The Crabbe Huson Special Fund for the year ended
October 31, 1988 were audited by other auditors whose report dated December 28,
1988 expressed an unqualified opinion on such financial highlights. Prior to the
date of this Prospectus, each Fund's Class A shares were offered without an
initial or contingent deferred sales charge, and no Class B or Class C shares
had been offered. On the date of this Prospectus, the Crabbe Huson Asset
Allocation Fund and Crabbe Huson Income Fund each changed their names to Crabbe
Huson Managed Income & Equity Fund and Crabbe Huson Contrarian Income Fund,
respectively.
<TABLE>
<CAPTION>
CRABBE HUSON SMALL CAP FUND - Class A
------------------------------------------------------
(Unaudited)
Period Ended Year Ended Period Ended
---------------- --------------------------------
4/30/98 10/31/97 10/31/96 (a)
---------------- --------------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period $15.48 $11.02 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (0.04) 0.00 0.03
Net realized and unrealized gain (loss) on Investments (1.17) 4.62 0.99
------ ---- ----
Total from Investment Operations (0.11) 4.62 1.02
LESS DISTRIBUTIONS
Distributions from Net Investment Income 0.00 0.02 0.00
Distributions from Capital Gains 1.24 0.14 0.00
---- ---- ----
Total Distributions 1.24 0.16 0.00
---- ---- ----
Net Asset Value, End of Period $14.13 $15.48 $11.02
====== ====== ======
Total Return 0.23% 42.38% 10.20%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's) $37,812 $42,563 $19,156
Ratio of Expenses to Average Net Assets 1.50%(b)(c) 1.50% 1.50%(b) (c)
Ratio of Net Investment Income to Average Net Assets (0.57)%(c)% 0.03% 0.70%(c)
Portfolio Turnover Rate 13.54% 65.11% 39.34%
Average Commission Rate (d) $0.0357 $0.0363 $0.0275
Average Number of Shares Outstanding 9,483,973 * --- ---
Amount of Debt Outstanding $0 --- ---
Average Amount of Debt Outstanding During the Period $19,983 * --- ---
Average Amount of Debt Per Share During the Period $0.00 --- ---
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets 1.59%(b)(c) 1.73%(c) 2.32%(b) (c)
Ratio of Net Investment Income to Average Net Assets (0.66)%(c)% (0.20)%(b)% (0.11)%(b)
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets 1.50%(c) 1.50% 1.51%
Ratio of Net Investment Income to Average Net Assets (0.57)%(c)% 0.03% 0.71%(c)
</TABLE>
<PAGE>
(a) Commencement of operations - 2/16/96.
(b) Ratios include expenses paid indirectly through directed brokerage and
certain expense offset arrangements.
(c) Computed on an annualized basis.
(d) Disclosure of the average commission rate paid relates to the purchase and
sale of investment securities and is required for funds that invest greater
than 10% of average net assets in equity transactions. This disclosure is
required for fiscal periods beginning on or after September 1, 1995.
(e) Commencement of operations - 1/31/89. * Computed on a daily basis.
Further performance information is contained in the Funds' Annual Report to
shareholders, which is obtainable free of charge by calling 1-800-426-3750.
<PAGE>
THE FUNDS' FINANCIAL HISTORY (CONT'D)
<TABLE>
<CAPTION>
(Unaudited) THE CRABBE HUSON SPECIAL FUND - Class A
Period Ended Year Ended
----------------- ----------------------------------------------------------------------------
4/30/98 10/31/97 10/31/96 10/31/95 10/31/94 10/31/93 10/31/92 10/31/91
-------------- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $16.80 $13.71 $13.80 $14.08 $11.82 $8.36 $12.05 $8.78
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.02 0.15 0.14 0.27 0.05 (0.08) (0.02) 0.04
Net realized and unrealized
gain (loss) on Investments (1.17) 3.41 0.55 (0.29) 2.30 3.54 (1.62) 4.01
------ ---- ---- ------ ---- ---- ------ ----
Total from Investment Operations (1.15) 3.56 0.69 (0.02) 2.35 3.46 (1.64) 4.05
LESS DISTRIBUTIONS
Distributions from Net
Investment Income 0.12 0.14 0.21 0.02 0.00 0.00 0.03 0.14
Distributions in excess of Net
Investment Income 0.04 0.00 0.00 0.00 0.09 0.00 2.02 0.64
Distributions from Capital Gains 1.69 0.33 0.57 0.24 0.00 0.00 0.00 0.00
---- ---- ---- ---- ---- ---- ---- ----
Total Distributions 1.85 0.47 0.78 0.26 0.09 0.00 2.05 0.78
---- ---- ---- ---- ---- ---- ---- ----
Net asset value, end of period $13.80 $16.80 $13.71 $13.80 $14.08 $11.82 $8.36 $12.05
====== ====== ====== ====== ====== ====== ===== ======
Total Return (6.30)% 26.62% 5.03% 1.78% 22.40% 41.39% 8.11% 49.58%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's) $269,186 $396,335 $481,039 $878,560 $319,811 $238,167 $5,857 $3,542
Ratio of Expenses to
Average Net Assets 1.50%(b)(c) 1.50% 1.37%(b) 1.40% 1.44% 1.57% 1.74% 1.92%
Ratio of Net Investment Income to
Average Net Assets 0.45%(c) 0.86% 0.72% 1.95% 0.39% (0.73)% (0.25)% 0.32%
Portfolio Turnover Rate 13.54% 32.76% 32.88% 122.97% 146.44% 73.29% 102.27% 256.68%
Average Commission Rate (d) $0.0294 $0.0428 $0.0358 --- --- --- --- ---
Average Number of
Shares Outstanding 23,355,462 * 27,679,105 * --- --- --- --- --- ---
Amount of Debt Outstanding $17,463,386 --- --- --- --- --- --- ---
Average Amount of Debt
Outstanding During the Period $9,226,961 * $1,701,322 * --- --- --- --- --- ---
Average Amount of Debt Per
Share During the Period $0.40 $0.06 --- --- --- --- --- ---
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average
Net Assets 1.75%(b)(c) 1.58% 1.37%(b) 1.40% 1.54% 1.59% 2.18% 2.40%
Ratio of Net Investment Income to
Average Net Assets 0.20%(c) 0.78% 0.72% 1.95% 0.29% (0.75)% (0.69)% (0.15)%
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to
Average Net Assets 1.50%(c) 1.50% 1.37% --- --- --- --- ---
Ratio of Net Investment Income to
Average Net Assets 0.45% 0.86% 0.72% --- --- --- --- ---
</TABLE>
Footnotes appear on Page 4.
<PAGE>
THE CRABBE HUSON SPECIAL FUND - Class A
Year Ended
-------------------------------------------
10/31/90 10/31/89 10/31/88
-------------------------------------------
[S] [C] [C] [C]
Net asset value, beginning of period $11.49 $9.69 $8.13
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.15 0.21 (0.05)
Net realized and unrealized
gain (loss) on Investments (1.43) 1.59 1.61
----- ---- ----
Total from Investment Operations (1.28) 1.80 1.56
LESS DISTRIBUTIONS
Distributions from Net
Investment Income 0.22 0.00 0.00
Distributions in excess of Net
Investment Income 1.21 0.00 0.00
Distributions from Capital Gains 0.00 0.00 0.00
---- ---- ----
Total Distributions 1.43 0.00 0.00
---- ---- ----
Net asset value, end of period $8.78 $11.49 $9.69
===== ====== =====
Total Return (10.90)% 18.68% 19.63%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's) $2,926 $3,356 $4,393
Ratio of Expenses to
Average Net Assets 2.00% 2.00% 3.94%
Ratio of Net Investment Income to
Average Net Assets 1.55% 1.96% 3.34%
Portfolio Turnover Rate 314.73% 275.62% 155.12%
Average Commission Rate (d) --- --- ---
Average Number of
Shares Outstanding --- --- ---
Amount of Debt Outstanding --- --- ---
Average Amount of Debt
Outstanding During the Period --- --- ---
Average Amount of Debt Per
Share During the Period --- --- ---
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average
Net Assets 2.86% 2.44% ---
Ratio of Net Investment Income to
Average Net Assets 0.70% 1.53% ---
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to
Average Net Assets --- --- ---
Ratio of Net Investment Income to
Average Net Assets --- --- ---
Footnotes appear on Page 4.
<PAGE>
<TABLE>
<CAPTION>
CRABBE HUSON EQUITY FUND - Class A
-----------------------------------------------------------------------------------------------
(Unaudited)
Period Ended Year Ended
-------------- ------------------------------------------------------------------------------
4/30/98 10/31/97 10/31/96 10/31/95 10/31/94 10/31/93 10/31/92 10/31/91
-------------- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $23.32 $19.50 $18.17 $16.44 $16.08 $13.03 $12.57 $8.54
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.06 0.07 0.11 0.22 0.19 0.10 0.20 0.19
Net realized and unrealized
gain (loss) on Investments 2.43 5.36 2.33 1.75 (0.57) 3.45 0.92 4.15
---- ---- ---- ---- ------ ---- ---- ----
Total from Investment Operations 2.49 5.43 2.44 1.97 0.76 3.55 1.12 4.34
LESS DISTRIBUTIONS
Distributions from Net Investment
Income 0.05 0.07 0.17 0.09 0.04 0.11 0.10 0.31
Distributions from Capital Gains 4.74 1.54 0.94 0.15 0.36 0.39 0.56 0.00
---- ---- ---- ---- ---- ---- ---- ----
Total Distributions 4.79 1.61 1.11 0.24 0.40 0.50 0.66 0.31
---- ---- ---- ---- ---- ---- ---- ----
Net Asset Value, End of Period $21.02 $23.32 $19.50 $18.17 $16.44 $16.08 $13.03 $12.57
====== ====== ====== ====== ====== ====== ====== ======
Total Return 13.87% 29.87% 13.78% 13.37% 7.89% 29.90% 12.48% 52.44%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's) $401,045 $380,047 $436,578 $387,184 $153,105 $34,520 $13,429 $5,930
Ratio of Expenses to Average Net
Assets 1.36%(c) 1.42%(b) 1.38%(b) 1.40% 1.45% 1.49% 1.55% 1.84%
Ratio of Net Investment Income to
Average Net Assets 0.57%(c) 0.29% 0.56% 1.30% 1.18% 0.67% 1.57% 1.60%
Portfolio Turnover Rate 74.30% 128.65% 117.00% 92.43% 106.49% 114.38% 180.72% 171.82%
Average Commission Rate (d) $0.0572 $0.0537 $0.0530 --- --- --- --- ---
Average Number of Shares
Outstanding (Composite) 21,949,236 * 19,623,834 --- --- --- --- --- ---
Amount of Debt Outstanding --- --- --- --- --- --- --- ---
Average Amount of Debt Outstanding
During the Period $47,731 * $21,750 --- --- --- --- --- ---
Average Amount of Debt Per
Share During the Period $0.00 $0.00 --- --- --- --- --- ---
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net
Assets 1.38%(c) 1.44%(b) 1.38%(b) 1.30% 1.56% 1.64% 1.93% 2.41%
Ratio of Net Investment Income to
Average Net Assets 0.55%(c) 0.27%(b) 0.56%(b) 1.28% 1.06% 0.52% 1.18% 1.03%
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average
Net Assets 1.36%(c) 1.42% 1.37% --- --- --- --- ---
Ratio of Net Investment Income to
Average Net Assets 0.57%(c) 0.29% 0.57% --- --- --- --- ---
</TABLE>
Footnotes appear on Page 4.
<PAGE>
THE FUNDS' FINANCIAL HISTORY (CONT'D)
CRABBE HUSON EQUITY FUND - Class A
--------------------------------------
Year Ended Period Ended
-------------- ---------------------
10/31/90 10/31/89 (e)
-------------- ---------------------
[S] [C] [C]
Net Asset Value, Beginning of Period $10.50 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.25 0.31
Net realized and unrealized
gain (loss) on Investments (1.67) 0.19
------ ----
Total from Investment Operations (1.42) 0.50
LESS DISTRIBUTIONS
Distributions from Net Investment
Income 0.39 0.00
Distributions from Capital Gains 0.15 0.00
---- ----
Total Distributions 0.54 0.00
---- ----
Net Asset Value, End of Period $8.54 $10.50
===== ======
Total Return (14.97)% 6.72%(c)
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's) $2,944 $5,018
Ratio of Expenses to Average Net
Assets 1.93% 1.69%(c)
Ratio of Net Investment Income to
Average Net Assets 2.56% 3.98%(c)
Portfolio Turnover Rate 265.25% 90.54%
Average Commission Rate (d) --- ---
Average Number of Shares
Outstanding (Composite) --- ---
Amount of Debt Outstanding --- ---
Average Amount of Debt Outstanding
During the Period --- ---
Average Amount of Debt Per
Share During the Period --- ---
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net
Assets 2.66% 1.97%(c)
Ratio of Net Investment Income to
Average Net Assets 1.83% 3.68%(c)
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average
Net Assets --- ---
Ratio of Net Investment Income to
Average Net Assets --- ---
Footnotes appear on Page 4.
<PAGE>
THE FUNDS' FINANCIAL HISTORY (CONT'D)
<TABLE>
<CAPTION>
CRABBE HUSON MANAGED INCOME & EQUITY FUND - Class A
----------------------------------------------------------------------------------------------
(Unaudited)
Period Ended Year Ended
----------------------------------------------------------------------------------------------
4/30/98 10/31/97 10/31/96 10/31/95 10/31/94 10/31/93 10/31/92 10/31/91
-------------- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $14.94 $13.39 $13.64 $12.87 $13.52 $11.68 $11.00 $9.24
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.16 0.32 0.30 0.34 0.30 0.23 0.35 0.41
Net realized and unrealized
gain (loss) on Investments 1.07 2.29 0.88 1.21 (0.08) 2.09 0.82 1.82
---- ---- ---- ---- ------ ---- ---- ----
Total from Investment Operations 1.23 2.61 1.18 1.55 0.22 2.32 1.17 2.23
LESS DISTRIBUTIONS
Distributions from Net Investment
Income 0.14 0.32 0.30 0.33 0.29 0.24 0.35 0.43
Distributions from Capital Gains 1.80 0.74 1.13 0.45 0.58 0.24 0.14 0.04
---- ---- ---- ---- ---- ---- ---- ----
Total Distributions 1.94 1.06 1.43 0.78 0.87 0.48 0.49 0.47
---- ---- ---- ---- ---- ---- ---- ----
Net Asset Value, End of Period $14.23 $14.94 $13.39 $13.64 $12.87 $13.52 $11.68 $11.00
====== ====== ====== ====== ====== ====== ====== ======
Total Return 9.47% 20.60% 8.96% 13.00% 2.66% 20.93% 11.25% 24.55%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's) $98,058 $95,960 $125,018 $136,530 $110,152 $85,390 $55,099 $23,893
Ratio of Expenses to Average Net
Assets 1.38%(c) 1.42%(b 1.47%(b) 1.48% 1.44% 1.46% 1.52% 1.76%
Ratio of Net Investment Income to
Average Net Assets 2.35%(c) 2.25% 2.22% 2.57% 2.30% 1.85% 3.02% 3.97%
Portfolio Turnover Rate 58.19% 118.65% 252.29% 225.70% 149.19% 116.10% 155.26% 157.89%
Average Commission Rate (d) $0.0566 $0.0529 $0.0536 --- --- --- --- ---
Average Number of Shares
Outstanding (Composite) 9,685,020 * 8,772,675 --- --- --- --- --- ---
Amount of Debt Outstanding --- --- --- --- --- --- --- ---
Average Amount of Debt Outstanding
During the Period --- $3,460 --- --- --- --- --- ---
Average Amount of Debt Per
Share During the Period $0.00 $0.00 --- --- --- --- --- ---
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average
Net Assets 1.51%(c) 1.55%(b) 1.47%(b) 1.49% 1.52% 1.54% 1.62% 1.79%
Ratio of Net Investment Income to
Average Net Assets 2.22%(c) 2.12%(b) 2.22%(b) 2.56% 2.22% 1.77% 2.92% 3.94%
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average
Net Assets 1.38%(c) 1.42% 1.46% --- --- --- --- ---
Ratio of Net Investment Income to
Average Net Assets 2.35%(c) 2.25% 2.22% --- --- --- --- ---
</TABLE>
CRABBE HUSON MANAGED INCOME & EQUITY FUND
Class A
-------------------------------------------
Year Ended Period Ended
------------------ ----------------------
10/31/90 10/31/89 (e)
------------------ ----------------------
Net Asset Value, Beginning of Period $10.69 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.46 0.40
Net realized and unrealized
gain (loss) on Investments (1.12) 0.29
------ ----
Total from Investment Operations (0.66) 0.69
LESS DISTRIBUTIONS
Distributions from Net Investment
Income 0.72 0.00
Distributions from Capital Gains 0.07 0.00
---- ----
Total Distributions 0.79 0.00
---- ----
Net Asset Value, End of Period $9.24 $10.69
===== ======
Total Return (6.40)% 9.30%(c)
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's) $13,174 $12,578
Ratio of Expenses to Average Net
Assets 1.90% 1.91%(c)
Ratio of Net Investment Income to
Average Net Assets 4.51% 5.02%(c)
Portfolio Turnover Rate 161.72% 88.14%
Average Commission Rate (d) --- ---
Average Number of Shares
Outstanding (Composite) --- ---
Amount of Debt Outstanding --- ---
Average Amount of Debt Outstanding
During the Period --- ---
Average Amount of Debt Per
Share During the Period --- ---
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average
Net Assets 1.93% 1.93%(c)
Ratio of Net Investment Income to
Average Net Assets 4.49% 5.00%(c)
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average
Net Assets --- ---
Ratio of Net Investment Income to
Average Net Assets --- ---
Footnotes appear on Page 4.
<PAGE>
THE FUNDS' FINANCIAL HISTORY (CONT'D)
<TABLE>
<CAPTION>
CRABBE HUSON CONTRARIAN INCOME FUND - Class A
----------------------------------------------------------------------------------------
(Unaudited)
Period Ended Year Ended
-------------- ----------------------------------------------------------------------
4/30/98 10/31/97 10/31/96 10/31/95 10/31/94 10/31/93 10/31/92 10/31/91
-------------- ----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $10.58 $10.20 $10.26 $9.71 $10.75 $10.90 $10.63 $10.01
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.25 0.62 0.54 0.53 0.50 0.46 0.66 0.70
Net realized and unrealized
gain (loss) on Investments 0.14 0.38 (0.05) 0.58 (0.76) 0.33 0.36 0.62
---- ---- ------ ---- ------ ---- ---- ----
Total from Investment Operations 0.39 1.00 0.49 1.11 (0.26) 0.79 1.02 1.32
LESS DISTRIBUTIONS
Distributions from Net
Investment Income 0.26 0.62 0.55 0.53 0.50 0.49 0.66 0.70
Distributions in excess of Net
Investment Income 0.29 0.00 0.00 0.00 0.01 0.00 0.00 0.00
Distributions from Capital Gains 0.00 0.00 0.00 0.00 0.27 0.45 0.09 0.00
---- ---- ---- ---- ---- ---- ---- ----
Total Distributions 0.55 0.62 0.55 0.56 0.78 0.94 0.75 0.70
---- ---- ---- ---- ---- ---- ---- ----
Net Asset Value, End of Period $10.42 $10.58 $10.20 $10.26 $9.71 $10.75 $10.90 $10.63
====== ====== ====== ====== ===== ====== ====== ======
Total Return 3.79% 10.25% 4.94% 11.92% (2.71)% 7.73% 9.74% 13.51%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's) $4,851 $3,248 $4,694 $7,190 $5,273 $5,697 $5,634 $5,486
Ratio of Expenses to Average
Net Assets 0.80%(c) 0.80% 0.80% 0.80% 0.80% 0.81% 0.90% 0.98%
Ratio of Net Investment Income to
Average Net Assets 5.68%(c) 5.96% 5.31% 5.47% 4.92% 4.34% 6.09% 6.82%
Portfolio Turnover Rate 31.96% 56.37% 468.75% 543.15% 306.79% 260.22% 227.45% 115.76%
Average Number of Shares Outstanding 365,372 * 359,151 --- --- --- --- --- ---
Amount of Debt Outstanding --- --- --- --- --- --- --- ---
Average Amount of Debt Outstanding
During the Period $162 * $1,408 --- --- --- --- --- ---
Average Amount of Debt Per
Share During the Period $0.00 $0.00 --- --- --- --- --- ---
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average
Net Assets 2.45%(c) 2.78% 2.29% 1.95% 2.16% 1.96% 1.94% 2.42%
Ratio of Net Investment Income to
Average Net Assets 4.03%(c) 3.98% 3.82% 4.32% 3.56% 3.19% 5.06% 5.38%
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average
Net Assets 0.80%(c) 0.80% 0.80% --- --- --- --- ---
Ratio of Net Investment Income to
Average Net Assets 5.68%(c) 5.96% 5.31% --- --- --- --- ---
</TABLE>
Footnotes appear on Page 4.
<PAGE>
CRABBE HUSON CONTRARIAN INCOME FUND - Class A
----------------------------------------
Year Ended Period Ended
-------------- ----------------------
10/31/90 10/31/89 (e)
-------------- ----------------------
Net Asset Value, Beginning of Period $10.27 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.69 0.55
Net realized and unrealized
gain (loss) on Investments (0.24) 0.28
------ ----
Total from Investment Operations 0.45 0.83
LESS DISTRIBUTIONS
Distributions from Net
Investment Income 0.69 0.56
Distributions in excess of Net
Investment Income 0.00 0.00
Distributions from Capital Gains 0.02 0.00
---- ----
Total Distributions 0.71 0.56
---- ----
Net Asset Value, End of Period $10.01 $10.27
====== ======
Total Return 4.43% 10.43%(c)
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's) $2,123 $1,356
Ratio of Expenses to Average
Net Assets 1.51% 1.15%(c)
Ratio of Net Investment Income to
Average Net Assets 6.89% 7.23%(c)
Portfolio Turnover Rate 73.76% 86.60%
Average Number of Shares Outstanding --- ---
Amount of Debt Outstanding --- ---
Average Amount of Debt Outstanding
During the Period --- ---
Average Amount of Debt Per
Share During the Period --- ---
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average
Net Assets 3.07% 4.56%(c)
Ratio of Net Investment Income to
Average Net Assets 5.33% 3.81%(c)
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average
Net Assets --- ---
Ratio of Net Investment Income to
Average Net Assets --- ---
<PAGE>
THE FUNDS' INVESTMENT OBJECTIVES
The Small Cap Fund seeks to provide long-term capital appreciation.
The Special Fund seeks to provide significant long-term capital appreciation.
The Equity Fund seeks to provide long-term capital appreciation.
The Managed Fund seeks preservation of capital, capital appreciation and income.
The Income Fund seeks to provide the highest level of current income that is
consistent with preservation of capital.
HOW THE FUNDS PURSUE THEIR OBJECTIVES AND CERTAIN RISK FACTORS
The Small Cap, Special, Equity and Managed Funds each follows a basic value,
contrarian approach in selecting stocks for its portfolio. This approach puts
primary emphasis on security price, balance sheet and cash flow analysis and on
the relationship between the market price of a security and its estimated
intrinsic value as a share of an ongoing business. The basic value contrarian
approach is based on the Advisor's belief that the securities of many companies
often sell at a discount from the securities' estimated intrinsic value. These
Funds attempt to identify and invest in such undervalued securities in the hope
that their market price will rise to their estimated intrinsic value. This
approach, while not unique, contrasts with certain other investment styles,
which rely upon market timing, technical analysis, earnings forecasts, or
economic predictions.
The Small Cap Fund seeks long-term growth of capital by investing in a
diversified portfolio of selected domestic and foreign securities. The Fund will
invest principally in common stocks and, secondarily, preferred stocks and
bonds. The production of current income is secondary to the primary objective.
The Fund seeks to invest up to 100%, and under normal conditions at least 65%,
of its total assets in securities of companies that have small market
capitalization (under $1 billion).
Investments in companies with small market capitalization may involve greater
risk and volatility than more traditional equity investments due to their more
limited product lines, reduced market liquidity for the trading of their shares
and less depth in management than more established companies. The Small Cap Fund
does not, by itself, constitute a balanced investment program. It may be
appropriate for persons who are in a financial position to assume above average
risk and share price volatility over time and who have a longer term investment
horizon or perspective.
The Special Fund seeks significant long-term growth of capital through a
flexible policy of investing in a diversified portfolio of selected domestic and
foreign securities (principally, common stocks and, secondarily, preferred
stocks and bonds) that represent more aggressive investments than the equity
market as a whole (as measured by the Standard & Poor's Corporation (S&P) 500
Stock Index). The production of current income is secondary to the primary
objective. The Fund seeks to invest up to 100%, and under normal conditions at
least 75%, of its assets in securities of companies that have small (under $1
billion) to medium (from $1 billion to $3 billion) market capitalization.
By itself, the Special Fund does not constitute a balanced investment plan.
Securities that the Advisor believes have the greatest growth potential may be
regarded as speculative, and an investment in the Fund may involve greater risk
than is inherent in other mutual funds. The Fund's focus on small to medium
market capitalization stocks may cause it to be more volatile than other funds
with different strategies. Because the Fund invests primarily in common stocks,
it may be appropriate only for investors who have a longer term investment
horizon or perspective.
The Special Fund also may to sell securities "short" and to employ leverage.
These techniques are subject to certain restrictions and involve certain risks.
See "Short Sales" and "Leverage" below.
The Equity Fund seeks long-term capital appreciation. The Fund will seek to
achieve this objective by investing, under normal conditions, at least 65% of
its total assets in common stocks. It will focus its investments in widely and
actively traded stocks with medium (from $1 billion to $3 billion) and large (in
excess of $3 billion) market capitalizations.
The Fund will purchase and hold for investment common stock, and may also
purchase convertible and nonconvertible preferred stocks and bonds or
debentures. These securities will not be considered common stock for purposes of
the 65% limitation referenced above. The Fund may be appropriate only for
investors who have a longer term investment horizon or perspective.
The Managed Fund seeks preservation of capital, capital appreciation and income.
The Fund seeks to achieve these objectives by a flexible policy of investing in
a select portfolio of common stocks, fixed income securities, cash or cash
equivalents. Depending upon economic and market conditions, the Fund may invest
as little as 20%, or as much as 75%, of its portfolio in common stocks. The
Advisor will purchase common stocks which, in its opinion, have the greatest
potential for capital appreciation. The remaining portion of the portfolio will
be invested in fixed income securities, cash or cash equivalents. The fixed
income securities that the Fund will invest in consist of corporate debt
securities (bonds, debentures and notes), asset-backed securities, bank
obligations, collateralized bonds, loan and mortgage obligations, commercial
paper, preferred stocks, repurchase agreements, savings and loan obligations and
U.S. Government and agency obligations. There are no limitations on the average
maturity of the Fund's portfolio of fixed income securities. Securities will be
selected on the basis of the Advisor's assessment of interest rate trends and
the liquidity of various instruments under prevailing market conditions. The
Fund may invest up to 35% of its total assets in fixed income securities that
are either unrated or are rated less than Baa by Moody's Investors Service
(Moody's) or BBB by S&P, or in commercial paper that is rated less than B-1 by
Moody's or A- by S&P. However, not more than 5% of the Fund's total assets may
be invested in fixed income securities that are unrated (including convertible
securities).
Many factors will be considered in determining what portion of the portfolio
will be invested in stocks, fixed income securities, or cash and cash
equivalents. The Advisor will constantly monitor and adjust its weighting of
investments in any particular area to adapt to changing market and economic
conditions. Under normal market conditions, the Fund generally expects to invest
its net assets as follows: 30% to 55% in fixed income securities; 25% to 60% in
common stocks; and 5% to 30% in cash, cash equivalents or other money market
instruments. Furthermore, the Fund may take advantage of opportunities to earn
short-term profits if the Advisor believes that such a strategy will benefit the
Fund's overall objective in light of the increased tax and brokerage expenses
associated with such a strategy.
The Income Fund seeks a high level of current income by investing in a
diversified portfolio of fixed income securities (such as bonds and notes of
corporate and government issuers) and preferred or convertible preferred stock
while, at the same time, attempting to preserve capital by varying the overall
average maturity of the Fund's portfolio.
There are no limitations on the average maturity of the Fund's portfolio. In
general, the Advisor will seek to adjust the average maturity of the Fund's
portfolio in response to changes in interest rates.
The Fund invests in a variety of fixed income securities, including domestic and
foreign corporate bonds, debentures, convertible bonds and debentures, foreign
and U.S. Government securities, preferred and convertible preferred stock, and
short-term money market instruments.
At least 65% of the Fund's total assets will be invested in (1) debt securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities; (2) investment-grade debt securities, including convertible
securities and preferred or convertible preferred stock, which are rated "A" or
higher by the major recognized bond services (for a description of ratings, see
Appendix A); or (3) cash and cash equivalents (such as certificates of deposit,
repurchase agreements maturing in one week or less, and bankers' acceptances).
The Fund may invest up to 35% of its total assets in fixed income securities
that are either unrated or are rated less than A by Moody's or A by S&P, or in
commercial paper that is rated less than B-1 by Moody's or A- by S&P. However,
not more than 5% of the Fund's total assets may be invested in fixed income
securities that are unrated (including convertible securities).
INVESTMENT TECHNIQUES AND ADDITIONAL RISK FACTORS
The following describes in greater detail different types of securities and
investment techniques used by the Funds, and discusses certain risks related to
such securities and techniques. Additional information about the Funds'
investments and investment practices may be found in the Statement of Additional
Information.
The Small Cap, Special, Equity and Managed Funds are subject to the risks of
investments in common stock, principally that the prices of stocks can fluctuate
dramatically in response to company, market, or economic news. The Special,
Equity, Managed and Income Funds historically have had turnover rates in their
portfolios in excess of 75% per year, resulting in potentially higher brokerage
costs and the potential loss of advantageous long-term capital gain treatment
for tax purposes. In addition, the Small Cap, Special, Equity, Managed and
Income Funds may each invest up to 35% of its total assets in securities issued
by foreign issuers. The Small Cap Fund has a limited operating history. A
significant risk associated with investments in the Income Fund is that of
increasing interest rates causing a decline in the net asset value of the Fund.
The Special Fund may, from time to time, leverage its assets by using borrowed
money to increase its portfolio positions and may engage in short sales.
Foreign Securities. Each of the Small Cap, Special, Equity, Managed and Income
Funds may invest up to 35% of its total assets in foreign securities, which may
or may not be traded on an exchange. The Funds may purchase securities issued by
issuers in any country. Securities of foreign companies are frequently
denominated in foreign currencies, and the Funds may temporarily hold uninvested
reserves in bank deposits in foreign currencies. As a result, the Funds will be
affected favorably or unfavorably by changes in currency rates, and they may
incur expenses in connection with conversion between various currencies. Subject
to its investment restrictions, the Funds may invest in other investment
companies that invest in foreign securities.
Foreign securities may be subject to foreign government taxes that would reduce
the income yield on such securities. Certain foreign governments levy
withholding taxes against dividend and interest income. Although in some
countries a portion of these taxes is recoverable, the non-recovered portion of
any foreign withholding taxes would reduce the income a Fund received from any
foreign investments.
Foreign investments involve certain risks, such as political or economic
instability of the issuer or of the country of the issuer, difficulty of
predicting international trade patterns, and the possibility of imposition of
exchange controls. Such securities may also be subject to greater fluctuations
in price than securities of domestic corporations or of the United States
government. In addition, the net asset value of a Fund is determined and shares
of a Fund can be redeemed only on days during which securities are traded on the
New York Stock Exchange (NYSE). However, foreign securities held by a Fund may
be traded on Saturdays or other holidays when the NYSE is closed. Accordingly,
the net asset value of a Fund may be significantly affected on days when an
investor has no access to the Fund.
In addition, there may be less publicly available information about a foreign
company than about a domestic company. Foreign companies generally are not
subject to uniform accounting, auditing and financial reporting standards
comparable to those applicable to domestic companies. There is generally less
government regulation of stock exchanges, brokers and listed companies abroad
than in the United States, and the absence of negotiated brokerage commissions
in certain countries may result in higher brokerage fees. With respect to
certain foreign countries, there is a possibility of expropriation,
nationalization, or confiscatory taxation, which could affect investment in
those countries.
Emerging Markets. Each of the Funds may invest a portion of its assets in
developing countries or in countries with new or developing capital markets,
such as countries in Eastern Europe and the Pacific Rim. The considerations
noted above regarding the risks of investing in foreign securities are generally
more significant for these investments. These countries may have relatively
unstable governments and securities markets in which only a small number of
securities trade. Markets of developing countries may be more volatile than
markets of developed countries. Investments in these markets may involve
significantly greater risks, as well as the potential for greater gains.
Leverage. The Special Fund may, from time to time, use borrowed money to
increase its portfolio positions. This practice is known as leverage. Investment
gains realized on securities purchased with borrowed funds will cause the net
asset value of Fund shares to increase more than would otherwise be the case,
provided such gains exceed the cost of such borrowings (including interest
costs). On the other hand, leverage can cause the net asset value of Fund shares
to decrease more rapidly than would otherwise be the case if the securities
purchased with borrowed money decline in value or if the investment performance
of such securities does not cover the cost of borrowing.
Puts, Call Options and Futures Contracts. The Small Cap, Special, Equity,
Managed and Income Funds may use options and futures contracts to attempt to
enhance income, and to reduce the overall risk of its investments ("hedge").
These instruments are commonly referred to as "derivative instruments" due to
the fact that their value is derived from or related to the value of some other
instrument or asset. Each Fund's ability to use these strategies may be limited
by market conditions, regulatory limits, and tax considerations. Appendix B
describes the instruments that the Funds may use and the way the Funds may use
these instruments for hedging purposes.
Each of these Funds may invest up to 5% of its total assets in premiums on put
and call options, both exchange-traded and over-the-counter, and may write call
options on securities the Fund owns or has a right to acquire (except Special
Fund). Each of these Funds may also purchase options on securities indices,
foreign currencies, and futures contracts. Besides exercising its option or
permitting the option to expire prior to expiration of the option, a Fund may
sell the option in a closing transaction.
The Funds may invest in interest rate futures contracts and the Small Cap,
Special, Equity and Managed Funds may invest in stock index futures, provided
that the aggregate initial margin of all futures contracts in which a Fund
invests shall not exceed 5% of the total assets of a Fund after taking into
account unrealized profits and unrealized losses on any such transactions it has
entered into. Upon entering into a futures contract, a Fund will set aside
liquid assets, such as cash, U.S. Government securities, or other high grade
debt obligations, in a segregated account with the Fund's custodian to secure
its potential obligation under such contract.
The principal risks of options and futures transactions are: (a) imperfect
correlation between movements in the prices of options or futures contracts and
movements in the prices of the securities hedged or used for cover; (b) lack of
assurance that a liquid secondary market will exist for any particular option or
futures contract at any particular time; (c) the need for additional skills and
techniques beyond those required for normal portfolio management; and (d) losses
on futures contracts, which may be unlimited, from market movements not
anticipated by the Advisor. For a further discussion of put and call options and
futures contracts, see the Statement of Additional Information.
Lower-Rated Securities. Each Fund may invest in fixed income securities,
including convertible securities, that are either unrated or rated below the
fourth highest category by Moody's or S&P, although not more than 5% of a Fund's
total assets may be invested in fixed income securities that are unrated.
Securities rated below the fourth highest category are commonly referred to as
"junk bonds." Such securities are predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal. Investment in such
securities normally involves a greater degree of investment and credit risk than
does investment in a high-rated security. In addition, the market for such
securities is less broad than the market for higher-rated securities, which
could affect their marketability. The market prices of such securities tend to
fluctuate more than the market prices of higher-rated securities in response to
changes in interest rates and economic conditions. Moreover, with such
securities, there is a greater possibility that an adverse change in the
financial condition of the issuer, particularly a highly leveraged issuer, may
affect its ability to make payments of principal and interest. Investment in
REITs. Each of the Small Cap, Special, Equity and Managed Funds may invest up to
25% of its total assets in real estate investment trusts (REITs). REITs are
pooled investment vehicles that invest primarily in income producing real estate
or real estate related loans or interests. REITs are generally classified as
equity REITs, mortgage REITs or a combination of equity and mortgage REITs.
Equity REITs invest the majority of their assets directly in real property and
derive income primarily from the collection of rents. Equity REITs can also
realize capital gains by selling properties that have appreciated in value.
Mortgage REITs invest the majority of their assets in real estate mortgages and
derive income from the collection of interest payments. For federal income tax
purposes, REITs qualify for beneficial tax treatment by distributing 95% of
their taxable income. If a REIT is unable to qualify for such beneficial tax
treatment, it would be taxed as a corporation and distributions to its
shareholders would, therefore, be reduced.
Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. Equity REITs
may be affected by changes in the value of the underlying property owned by the
REITs, while mortgage REITs may be affected by the quality of any credit
extended. REITs are dependent upon management skills, are not diversified, and
are subject to the risks of financing projects. REITs are subject to heavy cash
flow dependency, default by borrowers, self-liquidation, and the possibilities
of failing to qualify for the exemption from tax for distributed income under
the Code and failing to maintain their exemptions from the Investment Company
Act of 1940.
Repurchase Agreements. Each of the Funds may engage in repurchase agreements.
Repurchase agreements are agreements under which a Fund purchases a security
from the seller (a commercial bank or recognized securities dealer) which
simultaneously commits to repurchase the security from a Fund at an agreed upon
price on an agreed upon date within a number of days (usually not more than
seven) from the date of purchase. The resale price reflects the purchase price
plus an agreed upon market rate of interest that is unrelated to the coupon rate
or maturity of the purchased security. A Fund will engage in repurchase
agreements only with commercial banks or registered broker-dealers. The seller's
obligation to repurchase the security at the agreed-upon repurchase price, is,
in effect, secured by the value of the underlying security. All repurchase
agreements are fully collateralized and marked to market daily. There are some
risks associated with repurchase agreements. For instance, in the case of
default by the seller, a Fund could incur a loss or, if bankruptcy proceedings
are commenced against the seller, a Fund could incur costs and delays in
liquidating the collateral.
Mortgage-Backed Securities. The Managed and Income Funds may invest in mortgage
pass-through certificates and multiple-class pass-through securities, such as
collateralized mortgage obligations (CMOs) and stripped mortgage-backed
securities (SMBS), and other types of mortgage-backed securities that may be
available in the future (collectively, "Mortgage-Backed Securities").
Mortgage pass-through securities represent participation interests in pools of
mortgage loans secured by residential or commercial real property in which
payments of both interest and principal on the securities are generally made
monthly, in effect "passing through" monthly payments made by the individual
borrowers on the mortgage loans which underlie the securities (net of fees paid
to the issuer or guarantor of the securities).
Payment of principal and interest on some mortgage pass-through securities, but
not the market value of the securities themselves, may be guaranteed by the full
faith and credit of the U.S. Government (in the case of securities guaranteed by
the Government National Mortgage Association (GNMA)); or guaranteed by the
agency or instrumentality of the U.S. Government issuing the security (in the
case of securities guaranteed by the Federal National Mortgage Association
(FNMA) or the Federal Home Loan Mortgage Corporation (FHLMC), which are
supported only by the discretionary authority of the U.S. Government to purchase
the agencies' obligations). Mortgage pass-through securities created by
non-governmental issuers (such as commercial banks, savings and loan
institutions, private mortgage insurance companies, mortgage bankers and other
secondary market issuers) may be supported by various forms of insurance or
guarantees, including individual loan, title, pool and hazard insurance and
letters of credit, which may be issued by governmental entities, private
insurers or the mortgage poolers.
CMOs are hybrid mortgage related instruments. Similar to a bond, interest and
prepaid principal on a CMO are paid, in most cases, semi-annually. CMOs may be
collateralized by whole mortgage loans but are more typically collateralized by
portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC or
FNMA. CMOs are issued in multiple classes, with each class bearing a different
stated maturity. Monthly payments of principal, including prepayments, are first
returned to investors holding the shortest maturity class and investors holding
the longer maturity classes receive principal only after the first class has
been retired. For the purpose of determining compliance with the diversification
tests applicable to the Funds, CMOs that are issued or guaranteed by the U.S.
Government or by any of its agencies or instrumentalities will be considered
U.S. Government securities, which generally are not subject to such
diversification tests, while other CMOs, even if collateralized by U.S.
Government securities, will have the same status as other privately issued
securities.
SMBS are derivative multiple-class mortgage-backed securities usually structured
with two classes that receive different proportions of interest and principal
distributions on a pool of mortgage assets. A typical SMBS will have one class
receiving some of the interest and most of the principal, while the other class
will receive most of the interest and the remaining principal. In the most
extreme case, one class will receive all of the interest (the "interest only"
class), while the other class will receive all of the principal (the "principal
only" class).
Investing in Mortgage-Backed Securities involves certain unique risks in
addition to those risks associated with investing in the real estate industry in
general. These risks include the failure of a counter-party to meet its
commitments, adverse interest rate changes and the effects of prepayment on
mortgage cash flows. In addition, investing in the lowest tranche of CMOs
involves risks similar to those associated with investing in equity securities.
Further, the yield characteristics of Mortgage-Backed Securities differ from
those of traditional fixed income securities. The major differences typically
include more frequent interest and principal payments (usually monthly), the
adjustability of interest rates, and the possibility that prepayments of
principal may be made substantially earlier than their final distribution dates.
When interest rates decline, the value of a Mortgage-Backed Security that
carries a fixed interest rate can be expected to rise. Conversely, when interest
rates rise, the value of an investment in such fixed rate obligations can be
expected to decline. If interest rates increase rapidly and substantially, fixed
rate obligations may become illiquid. In contrast, if the Mortgage-Backed
Security represents an interest in a pool of loans with adjustable interest
rates, as interest rates on adjustable rate mortgage loans are reset
periodically, yields on investments in such loans will gradually align
themselves to reflect changes in market interest rates, causing the value of
such investments to fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.
If a Mortgage-Backed Security subject to prepayment has been purchased at a
premium, the value of the premium would be lost if the security is in fact
prepaid. Prepayment rates are influenced by changes in current interest rates
and a variety of economic, geographic, social and other factors, and cannot be
predicted with certainty. Both adjustable rate mortgage loans and fixed rate
mortgage loans may be subject to a greater rate of principal prepayments in a
declining interest rate environment, and to a lesser rate of principal
prepayments in an increasing interest rate environment. Under certain interest
rate and prepayment rate scenarios, a Fund may fail to recoup fully its
investment in Mortgage-Backed Securities, notwithstanding any direct or indirect
governmental or agency guarantee. When a Fund reinvests amounts representing
scheduled payments and unscheduled prepayments of principal on Mortgage-Backed
Securities, it may receive a rate of interest that is lower than the rate on
existing securities. Thus, Mortgage-Backed Securities, and adjustable rate
mortgage pass-through securities in particular, may be less effective than other
types of U.S. Government securities as a means of "locking in" interest rates.
Short Sales. The Special Fund may from time to time to sell securities short. A
short sale is effected when it is believed that the price of a particular
security will decline, and involves the sale of a security which a Fund does not
own in the hope of purchasing the same security at a later date at a lower
price. To make delivery to the buyer, the Special Fund must borrow the security.
The Fund is then obligated to return the security to the lender, and therefore
it must subsequently purchase the same security at the then current market
price.
When the Special Fund makes a short sale, it must leave the proceeds from the
short sale with the broker, and it must deposit with the broker a certain amount
of cash or liquid securities to collateralize its obligation to replace the
borrowed securities which have been sold. In addition, the Special Fund must put
in a segregated account (with the Fund's custodian) an amount of cash, U.S.
Government securities or other liquid securities equal to the difference between
the market value of the securities sold short at the time they were sold short
and any cash or securities deposited as collateral with the broker in connection
with the short sale (not including the proceeds from the short sale).
Furthermore, until the Special Fund replaces the borrowed security, it must
daily maintain the segregated account at a level so that (1) the amount
deposited in it plus the amount deposited with the broker (not including the
proceeds from the short sale) will equal the current market value of the
securities sold short, and (2) the amount deposited in it plus the amount
deposited with the broker (not including the proceeds from the short sale) will
not be less than the market value of the securities at the time they were sold
short. As a result of these requirements, the Special Fund will not gain any
leverage merely by selling short, except to the extent that it earns interest on
the immobilized cash or securities while also being subject to the possibility
of gain or loss from the securities sold short. The amount of the Special Fund's
net assets that will at any time be in the type of deposits described above
(that is, collateral deposits or segregated accounts) will not exceed 25%. These
deposits do not have the effect of limiting the amount of money that the Special
Fund may lose on a short sale, as the Fund's possible losses may exceed the
total amount of deposits.
The Special Fund will realize a gain if the price of a security declines between
the date of the short sale and the date on which the Fund purchases a security
to replace the borrowed security. On the other hand, the Special Fund will incur
a loss if the price of the security increases between those dates. The amount of
any gain will be decreased and the amount of any loss increased by any premium
or interest that the Fund may be required to pay in connection with a short
sale. Possible losses from short sales differ from those that could arise from a
cash investment in a security in that the former may be limitless, while the
latter cannot exceed the total amount of the Special Fund's investment in the
security. For example, if the Special Fund purchases a security for $10, its
potential loss is limited to $10. However, if the Fund sells a security short
for $10, it may have to purchase the security for return to the lender when the
market value of that security is $50, thereby incurring a loss of $40.
The Small Cap, Special, Equity, and Managed Funds may also engage in short sales
"against the box." While a short sale is made by selling a security a Fund does
not own, a short sale is "against the box" to the extent that a Fund
contemporaneously owns or has the right to obtain at no added cost securities
identical to those sold short.
When Issued and/or Delayed Delivery Securities. Each of the Funds may purchase
and sell securities on a when-issued or delayed-delivery basis. When-issued or
delayed-delivery transactions arise when securities are purchased or sold by a
Fund, with payment and delivery taking place in the future in order to secure
what is considered to be an advantageous price and yield to a Fund at the time
of entering into the transaction. Such securities are subject to market
fluctuations, and no interest accrues to a Fund until the time of delivery. The
value of the securities may be less at the time of delivery than the value of
the securities when the commitment was made. When a Fund engages in when-issued
and delayed-delivery transactions, it relies on the buyer or seller, as the case
may be, to consummate the sale. Failure to do so may result in a Fund missing
the opportunity of obtaining a price or yield considered to be advantageous. To
the extent any Fund engages in when-issued and delayed-delivery transactions, it
will do so for the purpose of acquiring portfolio securities consistent with its
investment objective and policies, and not for the purpose of investment
leverage. No Fund may commit more than 25% of its total assets to the purchase
of when-issued and delayed-delivery securities. A separate account of liquid
assets consisting of cash, U.S. Government securities or other liquid securities
equal to the value of any purchase commitment of a Fund shall be maintained by
the Fund's custodian until payment is made.
Illiquid Securities. The Funds may not invest more than 15% of their net assets
in illiquid securities, which may be difficult to sell promptly at an acceptable
price. This difficulty may result in a loss or be costly to a Fund.
Interest Rates. Each Fund may invest in debt securities. The market value of
debt securities that are sensitive to prevailing interest rates is inversely
related to actual changes in interest rates. That is, an interest rate decline
produces an increase in such a security's market value, and an interest rate
increase produces a decrease in its value. The longer the remaining maturity of
a security, the greater the effect of an interest rate change. Changes in the
ability of an issuer to make payments of interest and principal and in the
market's perception of its creditworthiness also affect the market value of that
issuer's debt securities.
U.S. Government Securities. Although U.S. Government securities and high-quality
debt securities are issued or guaranteed by the U.S. Treasury or an agency or
instrumentality of the U.S. Government, not all U.S. Government securities are
backed by the full faith and credit of the United States. For example,
securities issued by the Federal Farm Credit Bank or by FNMA are supported by
the instrumentality's right to borrow money from the U.S. Treasury under certain
circumstances. On the other hand, securities issued by the Student Loan
Marketing Association are supported only by the credit of the instrumentality.
Small Companies. Both the Small Cap and Special Funds intend to invest in small
market capitalization companies. Investing in such securities may involve
greater risks since these securities may have limited marketability and, thus,
may be more volatile. Because small-sized companies normally have fewer
outstanding shares than larger companies, it may be difficult for a Fund to buy
or sell significant amounts of such shares without an unfavorable impact on
prevailing prices. In addition, small companies are typically subject to a
greater degree of changes in earnings and business prospects than are larger,
more established companies.
Lending of Portfolio Securities. The Funds may loan portfolio securities to
broker-dealers or other institutional investors if at least 100% cash (or cash
equivalent) collateral is pledged and maintained by the borrower. The Funds
believe that the cash collateral minimizes the risk of lending their portfolio
securities. Such loans of portfolio securities may not be made, under current
lending arrangements, if the aggregate of such loans would exceed 20% of the
value of a Fund's total assets. If the borrower defaults, there may be delays in
recovery of loaned securities or even a loss of the securities loaned, in which
case a Fund would pursue the cash (or cash equivalent) collateral. While there
is some risk in lending portfolio securities, loans will be made only to firms
or broker-dealers deemed by the Advisor to be of good standing and will not be
made unless, in the judgment of the Advisor, the consideration to be earned from
such loans would justify the risk. For additional disclosure, see "Miscellaneous
Investment Practices -- Securities Loans" in the Statement of Additional
Information.
Portfolio Turnover. The Funds generally do not trade in securities with the goal
of obtaining short-term profits, but when circumstances warrant, securities will
be sold without regard to the length of time the security has been held. A
higher portfolio turnover rate may involve correspondingly greater transaction
costs, which will be borne directly by the Funds, as well as additional realized
gains and/or losses to shareholders. The annual portfolio turnover rate of the
Funds may at times exceed 100%. Portfolio turnover rates are shown in "The
Funds' Financial History" above.
Temporary Defensive Investments. For temporary defensive purposes, each of the
Small Cap, Special and Equity Funds may invest up to 100% (80% for Managed Fund)
of its assets in fixed income securities, cash and cash equivalents. The fixed
income securities in which each Fund will invest in such a situation shall
consist of corporate debt securities (bonds, debentures and notes), asset-backed
securities, bank obligations, collateralized bonds, loan and mortgage
obligations, commercial paper, preferred stocks, repurchase agreements, savings
and loan obligations, and U.S. Government and agency obligations. The fixed
income securities will be rated investment grade or higher (BBB by S&P and Baa
by Moody's) and will have maturities of three years or less. When a Fund assumes
a temporary defensive position, it may not be investing in securities designed
to achieve its investment objective.
Other. The Funds may not always achieve their investment objectives. The Funds'
investment objectives and non-fundamental investment policies may be changed
without shareholder approval. The Funds' fundamental investment policies listed
in the Statement of Additional Information cannot be changed without the
approval of a majority of a Fund's outstanding voting securities. Additional
information concerning certain of the securities and investment techniques
described above is contained in the Statement of Additional Information.
HOW THE FUNDS MEASURE THEIR PERFORMANCE
Performance may be quoted in sales literature and advertisements. Each Class's
average annual total returns are calculated in accordance with the Securities
and Exchange Commission's formula and assume the reinvestment of all
distributions, the maximum initial sales charge on Class A shares and the
contingent deferred sales charge applicable to the time period quoted on Class B
and Class C shares. Other total returns differ from average annual total return
only in that they may relate to different time periods, may represent aggregate
as opposed to average annual total returns, and may not reflect the initial
sales charge or contingent deferred sales charges.
Each Class's yield, which differs from total return because it does not consider
changes in net asset value, is calculated in accordance with the Securities and
Exchange Commission's formula. Each Class's distribution rate is usually
calculated by dividing annual or annualized distributions, by the maximum
offering price of that Class on the last day of the period. Each Class's
performance may be compared to various indices. Quotations from various
publications may be included in sales literature and advertisements. See
"Performance Measures" in the Statement of Additional Information for more
information. All performance information is historical and does not predict
future results.
Each of the Funds commenced operations on the dates referenced below. The
Special Fund commenced operations on April 9, 1987. The historical performance
of Class A shares, formerly known as the Primary Class for certain Funds, of
each of the Funds for all periods is based on the performance of the Primary
Class, as applicable, of each Fund's predecessor, restated to reflect the sales
charges applicable to Class A shares as set forth in the "Summary of Expenses"
and assumes reinvestment of dividends and capital gains. Historical performance
as restated should not be interpreted as indicative of each Fund's future
performance. The average annual returns for each Fund's Class A shares as of
October 31, 1997 and June 30, 1998 would have been as follows:
10/31/97 6/30/98
Small Cap Fund
[S] [C] [C]
1 year 34.19% (7.04)%
Since inception (February 16, 25.76% 11.92%
1996)
Special Fund
1 year 19.34% (21.10)%
3 years 8.46% (0.46)%
5 years 17.16% 7.11%
10 years 16.27% 12.03%
Equity Fund
1 year 22.40% 3.50%
3 years 16.45% 13.15%
5 years 17.22% 13.67%
Since inception (January 31, 14.96% 14.20%
1989)
Managed Fund
1 year 14.24% 6.02%
3 years 12.05% 10.09%
5 years 11.80% 9.98%
Since inception (January 31, 10.63% 10.42%
1989)
Income Fund
1 year 4.49% 8.31%
3 years 7.06% 7.04%
5 years 5.16% 5.46%
Since inception (January 31, 6.96% 7.22%
1989)
Performance results reflect any voluntary waivers or reimbursement of Fund
expenses by the Advisor or its affiliates. Absent these waivers or
reimbursements, performance results would have been lower.
The total return for a newer class of shares (Classes B and C) includes
performance of the newer class of shares since it was offered for sale and the
performance for the oldest existing class of shares (Class A) from the date it
was offered for sale up to the date the new classes were offered for sale. See
"Performance Measures" in the Statement of Additional Information for additional
information on how these calculations are made.
HOW THE FUNDS ARE MANAGED
The Trustees formulate the Funds' general policies and oversee the Funds'
affairs as conducted by the Advisor.
Liberty Funds Distributor, Inc. (Distributor), a subsidiary of the
Administrator, serves as the distributor for the Funds' shares. Liberty Funds
Services, Inc. (Transfer Agent), an affiliate of the Administrator, serves as
the shareholder services and transfer agent for the Funds. Each of the Advisor,
the Administrator, the Distributor and the Transfer Agent is an indirect
subsidiary of Liberty Financial Companies, Inc. (Liberty Financial), which, in
turn, is an indirect majority-owned subsidiary of Liberty Mutual Insurance
Company (Liberty Mutual). Liberty Mutual is considered to be the controlling
entity of the Advisor, the Administrator and their affiliates. Liberty Mutual is
an underwriter of workers' compensation insurance and a property and casualty
insurer in the U.S.
Each Fund pays the Advisor a fee for its services that accrues daily and is
payable monthly. Fees are based on a percentage of the average daily net assets
of each Fund, as set forth below:
Small Cap Fund
Special Fund
Equity Fund
Managed Fund
Net Asset Value Annual Rate
First $100 million 1.05%
Next $400 million 0.90%
Amounts over $500 million 0.65%
Income Fund
Net Asset Value Annual Rate
First $100 million 0.80%
Next $400 million 0.65%
Amounts over $500 million 0.55%
The Funds' Advisor delegates certain of its administrative duties to the
Administrator.
James E. Crabbe is primarily responsible for the day-to-day management of the
Advisor. Mr. Crabbe is President and a Director of the Advisor.
Management of the Small Cap and Special Fund portfolios is handled on a
day-to-day basis by a team consisting of Mr. Crabbe, John W. Johnson, and Peter
P. Belton. Mr. Crabbe is coordinator of the team. Mr. Crabbe has served in
various management positions with the Advisor since 1980 and has managed the
predecessor to the Special Fund since January 1, 1990. Prior to joining the
Advisor, Mr. Johnson was a private investment banker from November, 1991 to May,
1995. Prior to joining the Advisor, Mr. Belton was an analyst at Arnhold & S.
Bleichroeder from August, 1992 to September, 1993 and Vice President/Analyst at
Capital Management Associates from February, 1994 to September, 1997.
The Income Fund is managed on a day-to-day basis by a team consisting of Garth
R. Nisbet and Paul C. Rocheleau. Mr. Nisbet joined the Advisor in April, 1995.
Between February, 1993 and March, 1995 Mr. Nisbet worked for Capital
Consultants, Inc. as a portfolio manager of its fixed income portfolio. Mr.
Rocheleau joined the Advisor in December, 1992.
The portfolios of the Equity and Managed Funds are managed on a day-to-day basis
by a team consisting of John E. Maack, Jr., Marian L. Kessler, Robert E. Anton
and Mr. Nisbet. Mr. Anton is coordinator of the team. Mr. Maack has been
employed as a portfolio manager and securities analyst by the Advisor since
1988. Ms. Kessler joined the Advisor in August, 1995. From September, 1993 until
July, 1995, Ms. Kessler was a portfolio manager with Safeco Asset Management.
Mr. Anton joined the Advisor in June, 1995. Prior to joining the Advisor, Mr.
Anton served 17 years as Chief Investment Officer, portfolio manager at
Financial Aims Corporation.
The Administrator provides certain administrative and pricing and bookkeeping
services to the Funds for a monthly fee of $2,250 per Fund, plus a percentage of
each Fund's average net assets over $50 million.
The Transfer Agent provides transfer agency and shareholder services to the
Small Cap, Special and Equity Funds for a monthly fee at the annual rate of
0.236% and to the Managed and Income Funds for a monthly fee at the annual rate
of 0.17% of such Fund's average daily net assets, plus certain out-of-pocket
expenses.
Each of the foregoing fees is subject to any reimbursement or fee waiver to
which the Advisor and its affiliates may agree.
The Advisor places all orders for purchases and sales of portfolio securities.
In selecting broker-dealers, the Advisor may consider research and brokerage
services furnished by such broker-dealers to the Advisor and its affiliates. In
recognition of the research and brokerage services provided, the Advisor may
cause a Fund to pay the selected broker-dealer a higher commission than would
have been charged by another broker-dealer not providing such services.
Subject to seeking best execution, the Advisor may consider sales of shares of a
Fund (and of certain other funds advised by the Advisor, the Administrator and
their affiliates) in selecting broker-dealers for portfolio security
transactions.
YEAR 2000
The Funds' Advisor, Administrator, Distributor and Transfer Agent (Liberty
Companies) are actively coordinating, managing and monitoring Year 2000
readiness for the Funds. The Funds' Administrator is working within the Liberty
Companies and with vendors who provide services, software and systems to each
Fund to ensure 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 services, software and systems and believe that such
modifications will be completed on a timely basis prior to January 1, 2000. The
cost of these modifications will not affect the Funds. 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 a Fund will not be adversely affected.
HOW THE FUNDS VALUE THEIR SHARES
Per share net asset value is calculated by dividing the total value of each
Class's net assets by its number of outstanding shares. Shares of the Funds are
generally valued as of the close of regular trading on the NYSE (normally 4:00
p.m. Eastern time) each day the NYSE is open. Portfolio securities for which
market quotations are readily available are valued at current market value.
Short-term investments maturing in 60 days or less are valued at amortized cost
when the Advisor determines, pursuant to procedures adopted by the Trustees,
that such cost approximates current market value. The Board of Trustees has
adopted procedures to value at their fair value (i) foreign securities if the
value of such securities have been materially affected by events occurring after
the closing of a foreign market and (ii) all other securities.
DISTRIBUTIONS AND TAXES
Each Fund intends to qualify as a "regulated investment company" under the
Internal Revenue Code and to distribute to shareholders net income and any net
realized gain annually.
Distributions are invested in additional shares of the same Class of a Fund at
net asset value, unless the shareholder elects to receive cash. Regardless of
the shareholder's election, distributions of $10 or less will not be paid in
cash to shareholders but will be invested in additional shares of the same Class
of a Fund at net asset value. If a shareholder has elected to receive dividends
and/or capital gain distributions in cash and the postal or other delivery
service selected by the Transfer Agent is unable to deliver checks to the
shareholder's address of record, such shareholder's distribution option will
automatically be converted to having all dividend and other distributions
reinvested in additional shares. No interest will accrue on amounts represented
by uncashed distribution or redemption checks. To change your election, call the
Transfer Agent for information.
Whether you receive taxable distributions in cash or in additional Fund shares,
you must report them as taxable income unless you are a tax-exempt institution.
If you buy shares shortly before a distribution is declared, the distribution
may be taxable although it is, in effect, a partial return of the amount
invested. Each January, information on the amount and nature of distributions
for the prior year is sent to shareholders.
HOW TO BUY SHARES
Shares of the Funds are offered continuously, with the exception of Income
Fund's Class A shares, which are not available for purchase. Orders received in
good form prior to the time at which a Fund values its shares (or placed with
the financial service firm before such time and transmitted by the financial
service firm before the Funds process that day's share transactions) will be
processed based on that day's closing net asset value, plus any applicable
initial sales charge.
The minimum initial investment is $1,000; subsequent investments may be as small
as $50. The minimum initial investment for the Fundamatic program is $50; and
the minimum initial investment for retirement accounts sponsored by the
Distributor is $25. Certificates will not be issued for Class B or Class C
shares and there are some limitations on the issuance of Class A share
certificates. The Funds may refuse any purchase order for their shares. See the
Statement of Additional Information for more information.
Class A Shares - Small Cap, Special and Equity Funds. The Class A shares of
Small Cap Fund, Special Fund and Equity Fund, are offered at net asset value
plus an initial sales charge as follows:
Initial Sales Charge
----------------------------------
Retained
by
Financial
Service
Firm as
as % of % of
---------------------
Amount Offering Offering
Amount Purchased Invested Price Price
Less than $50,000 6.10% 5.75% 5.00%
$50,000 to less than
$100,000 4.71% 4.50% 3.75%
$100,000 to less than
$250,000 3.63% 3.50% 2.75%
$250,000 to less than
$500,000 2.56% 2.50% 2.00%
$500,000 to less than
$1,000,000 2.04% 2.00% 1.75%
$1,000,000 or more 0.00% 0.00% 0.00%
Class A Shares - Managed Fund. The Class A shares of the Managed Fund are
offered at net asset value plus an initial sales charge as follows:
<PAGE>
Initial Sales Charge
--------------------------------------
Retained
by
Financial
Service
Firm
as % of as % of
-------------------------
Amount Offering Offering
Amount Purchased Invested Price Price
Less than $50,000 4.99% 4.75% 4.25%
$50,000 to less than
$100,000 4.71% 4.50% 4.00%
$100,000 to less than
$250,000 3.63% 3.50% 3.00%
$250,000 to less than
$500,000 2.56% 2.50% 2.00%
$500,000 to less than
$1,000,000 2.04% 2.00% 1.75%
$1,000,000 or more 0.00% 0.00% 0.00%
On purchases of $1 million or more, the Distributor pays the financial service
firm a cumulative commission as follows:
Amount Purchased Commission
First $3,000,000 1.00%
Next $2,000,000 0.50%
Over $5,000,000 0.25%(1)
(1) Paid over 12 months but only to the extent the shares remain outstanding.
In determining the sales charge and commission applicable to a new purchase
under the above schedules, the amount of the current purchase is added to the
current value of shares previously purchased and still held by an investor. If a
purchase results in an account having a value from $1 million to $5 million,
then the portion of the shares purchased that caused the account's value to
exceed $1 million will be subject to a 1.00% contingent deferred sales charge,
payable to the Distributor, if redeemed within 18 months after the end of the
month in which the purchase was accepted. If the purchase results in an account
having a value in excess of $5 million, the contingent deferred sales charge
will not apply to the portion of the purchased shares comprising such excess
amount.
Class B Shares. Class B shares of the Small Cap, Special, Equity and Managed
Funds are offered at net asset value, without an initial sales charge, subject
to a 0.75% annual distribution fee for approximately eight years (at which time
they automatically convert to Class A shares not bearing a distribution fee) and
a declining contingent deferred sales charge if redeemed within six years after
purchase. As shown below, the amount of the contingent deferred sales charge
depends on the number of years after purchase that the redemption occurs:
Years After Contingent Deferred
Purchase Sales Charge
0-1 5.00%
1-2 4.00%
2-3 3.00%
3-4 3.00%
4-5 2.00%
5-6 1.00%
More than 6 0.00%
Year one ends one year after the end of the month in which the purchase was
accepted and so on. The Distributor pays financial service firms a commission of
4.00% on purchases of Class B shares of the Funds.
Class C Shares. Class C shares of the Small Cap, Special, Equity and Managed
Funds are offered at net asset value and are subject to a 0.75% annual
distribution fee and a 1.00% contingent deferred sales charge on redemptions
made within one year after the end of the month in which the purchase was
accepted.
The Distributor pays financial service firms an initial commission of 1.00% on
Class C share purchases and an ongoing commission of 0.75% annually, commencing
after the shares purchased have been outstanding for one year. Payment of the
ongoing commission is conditioned upon receipt by the Distributor of the 0.75%
annual distribution fee referred to above. The commission may be reduced or
eliminated by the Distributor at any time.
Other Class of Shares. The Small Cap, Managed, Equity and Income Funds also
offer Class I shares which are offered through a separate Prospectus only to
pension and profit sharing plans, employee benefit trusts, endowments,
foundations and corporations and high net worth individuals, or through certain
broker-dealers, financial institutions and other financial intermediaries which
have entered into agreements with a Fund. The minimum initial investment in
Class I shares is $1 million. In general, investors eligible to purchase Class I
shares, which are offered without sales charges and do not bear Rule 12b-1 fees,
should do so in preference over other classes.
General. All contingent deferred sales charges are deducted from the amount
redeemed, not the amount remaining in the account, and are paid to the
Distributor. Shares issued upon distribution reinvestment and amounts
representing appreciation are not subject to a contingent deferred sales charge.
The contingent deferred sales charge is imposed on redemptions which result in
the account value falling below its Base Amount (the total dollar value of
purchase payments in the account reduced by prior redemptions on which a
contingent deferred sales charge was paid and any exempt redemptions). When a
redemption subject to a contingent deferred sales charge is made, generally
older shares will be redeemed first unless the shareholder instructs otherwise.
See the Statement of Additional Information for more information.
Which Class is more beneficial to an investor depends on the amount and intended
length of the investment. Large investments, qualifying for a reduced Class A
sales charge, avoid the distribution fee. Investments in Class B shares have
100% of the purchase price invested immediately. Investors investing for a
relatively short period of time might consider Class C shares. Purchases of
$250,000 or more must be for Class A or Class C shares. Purchases of $1,000,000
or more must be for Class A shares. Consult your financial service firm.
Financial service firms may receive different compensation rates for selling
different classes of shares. The Distributor may pay additional compensation to
financial service firms which have made or may make significant sales. See the
Statement of Additional Information for more information.
Special Purchase Programs. The Funds allow certain investors or groups of
investors to purchase shares with reduced or without initial or contingent
deferred sales charges. These programs are described in the Statement of
Additional Information under "Programs for Reducing or Eliminating Sales
Charges."
Class A shares of the Funds (except the Income Fund) may also be purchased at
net asset value by (i) shareholders of any predecessor Crabbe Huson Fund with an
open account on October 16, 1998, (ii) investment advisors or financial planners
who have entered into agreements with the Distributor (or who maintain a master
account with a broker or agent that has entered into such an agreement) and who
charge a management, consulting or other fee for their services, and clients of
such investment advisors or financial planners who place trades for their own
accounts, if the accounts are linked to the master account of such investment
advisor or financial planner on the books and records of the broker or agent;
and (iii) retirement and deferred compensation plans and trusts used to fund
those plans, including, but not limited to, those defined in Section 401(a),
403(b), or 457 of the Internal Revenue Code and "rabbi trusts," where the plans
are administered by firms that have entered into agreements with the Distributor
or the Transfer Agent.
Investors may be charged a fee if they effect transactions in a Fund's shares
through a broker or agent.
Shareholder Services and Account Fees. A variety of shareholder services are
available. For more information about these services or your account, call
1-800-345-6611. Some services are described in the attached account application.
A shareholder's manual explaining all available services will be provided upon
request.
In June of any year, a Fund may deduct $10 (payable to the Transfer Agent) from
accounts valued at less than $1,000 unless the account value has dropped below
$1,000 solely as a result of share value depreciation. Shareholders will receive
60 days' written notice to increase the account value before the fee is
deducted. The Funds may deduct annual maintenance and processing fees (payable
to the Transfer Agent) in connection with certain retirement plan accounts
sponsored by the Distributor. See "Special Purchase Programs/Investor Services"
in the Statement of Additional Information for more information.
HOW TO SELL SHARES
Shares of the Funds may be sold on any day the NYSE is open, either directly to
a Fund or through your financial service firm. Sale proceeds generally are sent
within seven days (usually on the next business day after your request is
received in good form). However, for shares recently purchased by check, a Fund
will delay sending proceeds for 15 days in order to protect a Fund against
financial losses and dilution in net asset value caused by dishonored purchase
payment checks. To avoid delay in payment, investors are advised to purchase
shares unconditionally, such as by certified check or other immediately
available funds.
Selling Shares Directly To A Fund. Send a signed letter of instruction or stock
power form to the Transfer Agent, along with any certificates for shares to be
sold. The sale price is the net asset value (less any applicable contingent
deferred sales charge) next calculated after a Fund receives the request in
proper form. Signatures must be guaranteed by a bank, a member firm of a
national stock exchange or another eligible guarantor institution. Stock power
forms are available from financial service firms, the Transfer Agent and many
banks. Additional documentation is required for sales by corporations, agents,
fiduciaries, surviving joint owners and individual retirement account holders.
For details contact:
Liberty Funds Services, Inc.
P.O. Box 1722
Boston, MA 02105-1722
1-800-345-6611
Selling Shares Through Financial Service Firms. Financial service firms must
receive requests prior to the time at which a Fund values its shares to receive
that day's price, are responsible for furnishing all necessary documentation to
the Transfer Agent and may charge for this service.
General. The sale of shares is a taxable transaction for income tax purposes and
may be subject to a contingent deferred sales charge. The contingent deferred
sales charge may be waived under certain circumstances. See the Statement of
Additional Information for more information. Under unusual circumstances, a Fund
may suspend repurchases or postpone payment for up to seven days or longer, as
permitted by federal securities law. No interest will accrue on amounts
represented by uncashed distribution or redemption checks.
HOW TO EXCHANGE SHARES
Except as described below with respect to money market funds, Fund shares may be
exchanged at net asset value for shares of other mutual funds distributed by the
Distributor, including funds advised by the Advisor, the Administrator and their
affiliates. Generally, such exchanges must be between the same classes of
shares. Consult your financial service firm or the Transfer Agent for
information regarding what funds are available.
Shares will continue to age without regard to the exchange for purposes of
conversion and in determining the contingent deferred sales charge, if any, upon
redemption. Carefully read the prospectus of the Fund into which the exchange
will go before submitting the request. Call 1-800-426-3750 to receive a
prospectus. Call 1-800-422-3737 to exchange shares by telephone. An exchange is
a taxable capital transaction. The exchange service may be changed, suspended or
eliminated on 60 days' written notice. A Fund will terminate the exchange
privilege as to a particular shareholder if the Advisor determines, in its sole
and absolute discretion, that the shareholder's exchange activity is likely to
adversely impact the Advisor's ability to manage a Fund's investments in
accordance with its investment objective or otherwise harm a Fund or its
remaining shareholders.
Class A Shares. An exchange from a money market fund into a non-money market
fund will be at the applicable offering price next determined (including sales
charge), except for amounts on which an initial sales charge was paid. Non-money
market fund shares must be held for five months before qualifying for exchange
to a fund with a higher sales charge, after which exchanges are made at the net
asset value next determined.
Class B Shares. Exchanges of Class B shares are not subject to the contingent
deferred sales charge. However, if shares are redeemed within six years after
the original purchase, a contingent deferred sales charge will be assessed using
the schedule of the fund in which the original investment was made.
Class C Shares. Exchanges of Class C shares are not subject to the contingent
deferred sales charge. However, if shares are redeemed within one year after the
original purchase, a 1.00% contingent deferred sales charge will be assessed.
Only one "round-trip" exchange of the Funds' Class C shares may be made per
three-month period, measured from the date of the initial purchase. For example,
an exchange from Fund X to Fund Y and back to Fund X would be permitted only
once during each three-month period.
TELEPHONE TRANSACTIONS
All shareholders and/or their financial advisors are automatically eligible to
exchange Fund shares and redeem up to $100,000 of a Fund's shares by calling
1-800-422-3737 toll-free any business day between 9:00 a.m. 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. Telephone redemption privileges may be elected on
the account application. The Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine and may be
liable for losses related to unauthorized or fraudulent transactions in the
event reasonable procedures are not employed. Such procedures include
restrictions on where proceeds of telephone redemptions may be sent, limitations
on the ability to redeem by telephone shortly after an address change, recording
of telephone lines and requirements that the redeeming shareholder and/or his or
her financial advisor provide certain identifying information. Shareholders
and/or their financial advisors wishing to redeem or exchange shares by
telephone may experience difficulty in reaching a Fund at its toll-free
telephone number during periods of drastic economic or market changes. In that
event, shareholders and/or their financial advisors should follow the procedures
for redemption or exchange by mail as described above under "How to Sell
Shares." The Advisor, the Administrator, the Transfer Agent and each Fund
reserve the right to change, modify or terminate the telephone redemption or
exchange services at any time upon prior written notice to shareholders.
Shareholders and/or their financial advisors are not obligated to transact by
telephone.
12B-1 PLANS
Under its 12b-1 Plan, each Fund pays the Distributor monthly a service fee at an
annual rate of 0.25% of the Fund's net assets attributed to Class A, Class B and
Class C shares. Each Fund's 12b-1 Plan also requires the Fund to pay the
Distributor monthly a distribution fee at an annual rate of 0.75% of the average
daily net assets attributed to its Class B and Class C shares. Because the Class
B and Class C shares bear additional distribution fees, their dividends will be
lower than the dividends of Class A shares. Class B shares automatically convert
to Class A shares, approximately eight years after the Class B shares were
purchased. Class C shares do not convert. The multiple class structure could be
terminated should certain Internal Revenue Service rulings be rescinded. See the
Statement of Additional Information for more information. The Distributor uses
the fees to defray the cost of commissions and service fees paid to financial
service firms which have sold Fund shares, and to defray other expenses such as
sales literature, prospectus printing and distribution, shareholder servicing
costs and compensation to wholesalers. Should the fees exceed the Distributor's
expenses in any year, the Distributor would realize a profit. Each Fund's Plan
also authorizes other payments to the Distributor and its affiliates (including
the Advisor and the Administrator) which may be construed to be indirect
financing of sales of Fund shares.
ORGANIZATION AND HISTORY
The Trust is a Massachusetts business trust organized in 1986. Each Fund
represents the entire interest in a separate portfolio of the Trust.
The Trust is not required to hold annual shareholder meetings, but special
meetings may be called for certain purposes. Shareholders receive one vote for
each Fund share. Shares of the Funds and any other series of the Trust that may
be in existence from time to time generally vote together except when required
by law to vote separately by fund or by class. Shareholders owning in the
aggregate ten percent of Trust shares may call meetings to consider removal of
Trustees. Under certain circumstances, the Trust will provide information to
assist shareholders in calling such a meeting. See the Statement of Additional
Information for more information.
Each Fund, other than the Special Fund, is the successor to the corresponding
series of the former Crabbe Huson Funds, a Delaware business trust organized in
1995. The Special Fund is a successor series to an Oregon corporation organized
in 1987. On September 30, 1998, the shareholders of each Funds' predecessor
series, other than the Special Fund, approved an Agreement and Plan of
Reorganization pursuant to which such predecessor series was reorganized as a
separate series of the Trust. At the closing of each reorganization,
shareholders of the corresponding predecessor series received Class A shares for
their shares, or for shares designated as "Primary Class", of the successor
series equal in net asset value to the shares of the predecessor series they
held.
<PAGE>
APPENDIX A
DESCRIPTION OF BOND RATINGS
S&P
AAA bonds have the highest rating assigned by S&P. The obligor's capacity to
meet its financial commitment on the obligation is extremely strong.
AA bonds differ from the highest rated obligations only in small degree. The
obligor's capacity to meet its financial commitment on the obligation is very
strong.
A bonds are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher rated
categories. However, the obligor's capacity to meet its financial commitment on
the obligation is still strong.
BBB bonds exhibit adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC and CC bonds are regarded as having significant speculative
characteristics. BB indicates the least degree of speculation and C the highest.
While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.
BB bonds are less vulnerable to non-payment than other speculative issues.
However, they face major ongoing uncertainties or exposure to adverse business,
financial, or economic conditions which could lead to the obligor's inadequate
capacity to meet its financial commitment on the obligation.
B bonds are more vulnerable to nonpayment than obligations rated BB, but the
obligor currently has the capacity to meet its financial commitment on the
obligation. Adverse business, financial, or economic conditions will likely
impair the obligor's capacity or willingness to meet its financial commitment on
the obligation.
CCC bonds are currently vulnerable to nonpayment, and are dependent upon
favorable business, financial, and economic conditions for the obligor to meet
its financial commitment on the obligation. In the event of adverse business,
financial, or economic conditions, the obligor is not likely to have the
capacity to meet its financial commitment on the obligation.
CC bonds are currently highly vulnerable to nonpayment.
C ratings may be used to cover a situation where a bankruptcy petition has been
filed or similar action has been taken, but payments on this obligation are
being continued.
D bonds are in payment default. The D rating category is used when payments on
an obligation are not made on the date due even if the applicable grace period
has not expired, unless S&P believes that such payments will be made during such
grace period. The D rating also will be used upon the filing of a bankruptcy
petition or the taking of a similar action if payments on an obligation are
jeopardized.
Plus (+) or minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
r This symbol is attached to the rating of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk -- such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.
MOODY'S
Aaa bonds are judged to be of the best quality. They carry the smallest degree
of investment risk and are generally referred to as "gilt edge". Interest
payments are protected by a large or by an exceptionally stable margin and
principal is secure. While various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues.
Aa bonds are judged to be of high quality by all standards. Together with Aaa
bonds they comprise what are generally known as high grade bonds. They are rated
lower than the best bonds because margins of protection may not be as large as
in Aaa securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A bonds possess many favorable investment attributes and are to be considered as
upper-medium-grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present which suggest a
susceptibility to impairment some time in the future.
Baa bonds are considered as medium grade obligations (i.e., they are neither
highly protected nor poorly secured). Interest payments and principal security
appear adequate for the present but certain protective elements may be lacking
or may be characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have speculative
characteristics as well.
Ba bonds are judged to have speculative elements; their future cannot be
considered as well secured. Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.
B bonds generally lack characteristics of the desirable investment. Assurance of
interest and principal payments or of maintenance of other terms of the contract
over any long period of time may be small.
Caa bonds are of poor standing. Such issues may be in default or there may be
present elements of danger with respect to principal or interest.
Ca bonds represent obligations which are speculative in a high degree. Such
issues are often in default or have other marked shortcomings.
C bonds are the lowest rated class of bonds and issues so rated can be regarded
as having extremely poor prospects of ever attaining any real investment
standing.
Conditional Ratings. Bonds for which the security depends upon the completion of
some act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operating experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting
conditions attach. Parenthetical rating denotes probable credit stature upon
completion of construction or elimination of basis of condition.
Note: Those bonds in the Aa, A, Baa, Ba, and B groups which Moody's believes
possess the strongest investment attributes are designated by the symbols Aa 1,
A 1, Baa 1, Ba 1, and B 1.
APPENDIX B
HEDGING INSTRUMENTS:
Options on Equity and Debt Securities--A call option is a short-term contract
pursuant to which the purchaser of the option, in return for a premium, has the
right to buy the security underlying the option at a specified price at any time
during the term of the option. The writer of the call option, who receives the
premium, has the obligation, upon exercise of the option during the option term,
to deliver the underlying security against payment of the exercise price. A put
option is a similar contract that gives its purchaser, in return for a premium,
the right to sell the underlying security at a specified price during the option
term. The writer of the put option, who receives the premium, has the
obligation, upon exercise of the option during the option term, to buy the
underlying security at the exercise price.
Options on Securities Indices--A securities index assigns relative values to the
securities included in the index and fluctuates with changes in the market
values of those securities. An index option operates in the same way as a more
traditional stock option, except that exercise of an index option is effected
with cash payment and does not involve delivery of securities. Thus, upon
exercise of an index option, the purchaser will realize, and the writer will
pay, an amount based on the difference between the exercise price and the
closing price of the index.
Stock Index Futures Contracts--A stock index futures contract is a bilateral
agreement pursuant to which one party agrees to accept, and the other party
agrees to make, delivery of an amount of cash equal to a specified dollar amount
times the difference between the stock index value at the close of trading of
the contract and the price at which the futures contract is originally struck.
No physical delivery of the stocks comprising the index is made. Generally,
contracts are closed out prior to the expiration date of the contract.
Interest Rate Futures Contracts--Interest rate futures contracts are bilateral
agreements pursuant to which one party agrees to make, and the other party
agrees to accept, delivery of a specified type of debt security at a specified
future time and at a specified price. Although such futures contracts by their
terms call for actual delivery or acceptance of debt securities, in most cases
the contracts are closed out before the settlement date without the making or
taking of delivery.
Options on Futures Contracts--Options on futures contracts are similar to
options on securities or currency, except that an option on a futures contract
gives the purchaser the right, in return for the premium, to assume a position
in a futures contract (a long position if the option is a call and a short
position if the option is a put), rather than to purchase or sell a security or
currency, at a specified price at any time during the option term. Upon exercise
of the option, the delivery of the futures position to the holder of the option
will be accompanied by delivery of the accumulated balance that represents the
amount by which the market price of the futures contract exceeds, in the case of
a call, or is less than, in the case of a put, the exercise price of the option
on the future. The writer of an option, upon exercise, will assume a short
position in the case of a call and a long position in the case of a put.
Purchase of these financial instruments allows the Advisor to hedge against
changes in market conditions. For example, the Advisor may purchase a put option
in a securities index when it believes that the stock prices will decline.
Conversely, the Advisor may purchase a call option in a securities index when it
anticipates that stock prices will increase.
See "Puts, Call Options and Futures Contracts" above for a discussion of risks
associated with hedging instruments.
<PAGE>
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<PAGE>
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<PAGE>
Investment Advisor
Crabbe Huson Group, Inc.
121 S.W. Morrison, Suite 1400
Portland, OR 97204
Administrator
Colonial Management Associates, Inc.
One Financial Center
Boston, MA 02111-2621
Distributor
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
Custodian
State Street Bank & Trust Company
225 Franklin Street
Boston, MA 02110
Shareholder Services and Transfer Agent
Liberty Funds Services, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-345-6611
Independent Auditors
KPMG Peat Marwick LLP
99 High Street
Boston, MA 02110
Legal Counsel
Ropes & Gray
One International Place
Boston, MA 02110-2624
Your financial service firm is:
Printed in U.S.A.
October 19, 1998
CRABBE HUSON SMALL CAP FUND
THE CRABBE HUSON SPECIAL FUND
CRABBE HUSON EQUITY FUND
CRABBE HUSON MANAGED
INCOME & EQUITY FUND
CRABBE HUSON CONTRARIAN INCOME FUND
PROSPECTUS
Crabbe Huson Small Cap Fund seeks to provide long-term capital appreciation.
The Crabbe Huson Special Fund seeks to provide significant long-term capital
appreciation.
Crabbe Huson Equity Fund seeks to provide long-term capital appreciation.
Crabbe Huson Managed Income & Equity Fund seeks preservation of capital, capital
appreciation and income.
Crabbe Huson Contrarian Income Fund seeks to provide the highest level of
current income that is consistent with preservation of capital.
For more detailed information about the Funds, call the Distributor at
1-800-426-3750 for the October 19, 1998 Statement of Additional Information.
- ----------------------------- ------------------------------
NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE
- ----------------------------- ------------------------------
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet
(Crabbe Huson Real Estate Investment Fund, Classes A, B, C)
<TABLE>
<CAPTION>
<S> <C>
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Cover Page
2. Summary of Expenses
3. The Fund's Financial History
4. Organization and History; The Fund's Investment Objective;
How the Fund Pursues its Objective and Certain Risk Factors
5. Cover Page; How the Fund is Managed; Organization and
History; Back Cover
6. Organization and History; Distributions and Taxes; How to
Buy Shares
7. Summary of Expenses; How to Buy Shares; How the Fund
Values its Shares; Cover Page; 12b-1 Plan; Back Cover
8. Summary of Expenses; How to Sell Shares; How to Exchange
Shares; Telephone Transactions
9. Not Applicable
</TABLE>
CRABBE HUSON SMALL CAP FUND
THE CRABBE HUSON SPECIAL FUND
CRABBE HUSON EQUITY FUND
CRABBE HUSON MANAGED INCOME & EQUITY FUND
CRABBE HUSON REAL ESTATE INVESTMENT FUND
CRABBE HUSON OREGON TAX-FREE FUND
Supplement to Prospectuses
Until further notice, Class B and Class C shares of the Funds are currently not
available for purchase or exchange. In addition, the Class A shares of The
Crabbe Huson Special Fund are not currently available for purchase or exchange.
CH-36/095G-1098 October 19, 1998
October 19, 1998
CRABBE HUSON
REAL ESTATE
INVESTMENT FUND
PROSPECTUS
Colonial Management Associates, Inc. (Administrator) and your full-service
financial advisor want you to understand both the risks and benefits of mutual
fund investing.
While mutual funds offer significant opportunities and are professionally
managed, they also carry risks including possible loss of principal. Unlike
savings accounts and certificates of deposit, mutual funds are not insured or
guaranteed by any financial institution or government agency.
Please consult your full-service financial advisor to determine how investing in
this mutual fund may suit your unique needs, time horizon and risk tolerance.
Crabbe Huson Real Estate Investment Fund (Fund) seeks to provide growth of
capital and current income.
The Fund is a diversified portfolio of Colonial Trust III (Trust), an open-end
management investment company.
The Fund is managed by Crabbe Huson Group, Inc. (Advisor), successor to an
investment advisory firm founded in 1980 and an affiliate of the Administrator.
This Prospectus explains concisely what you should know before investing in the
Fund. Read it carefully and retain it for future reference. More detailed
information about the Fund is in the October 19, 1998 Statement of Additional
Information which has been filed with the Securities and Exchange Commission and
is obtainable free of charge by calling the Administrator at 1-800-426-3750. The
Statement of Additional Information is incorporated by reference in (which means
it is considered to be a part of) this Prospectus.
The Fund offers multiple classes of shares. Class A shares are offered at net
asset value plus a sales charge imposed at the time of purchase; Class B shares
are offered at net asset value and are subject to an annual distribution fee and
a declining contingent deferred sales charge on redemptions made within six
CR-01/026G-0998
years after purchase; and Class C shares are offered at net asset value and are
subject to an annual distribution fee and a contingent deferred sales charge on
redemptions made within one year after purchase. Class B shares automatically
convert to Class A shares after approximately eight years. See "How to Buy
Shares." An investment in the Fund is not a deposit of any bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
Contents Page
Summary of Expenses 2
The Fund's Financial History 3
The Fund's Investment Objective 4
How the Fund Pursues its Objective and
Certain Risk Factors 4
Investment Techniques and Additional
Risk Factors 4
How the Fund Measures its Performance 8
How the Fund is Managed 9
Year 2000 9
How the Fund Values its Shares 10
Distributions and Taxes 10
How to Buy Shares 10
How to Sell Shares 12
How to Exchange Shares 12
Telephone Transactions 13
12b-1 Plan 13
Organization and History 13
Appendix A 15
Appendix B 16
This Prospectus is also available on-line at our 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.
- ----------------------------- --------------------------
NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE
- ----------------------------- --------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
SUMMARY OF EXPENSES
Expenses are one of several factors to consider when investing in the Fund. The
following tables summarize your maximum transaction costs and your annual
expenses for an investment in each class of the Fund's shares. See "How the Fund
is Managed" and "12b-1 Plan" for more complete descriptions of the Fund's
various costs and expenses.
<TABLE>
<CAPTION>
Shareholder Transaction Expenses(1)(2)
Class A Class B Class C
<S> <C> <C> <C>
Maximum Initial Sales Charge Imposed on a Purchase (as a % of offering price)(3) 5.75% 0.00%(4) 0.00%(4)
Maximum Contingent Deferred Sales Charge (as a % of offering price)(3) 1.00%(5) 5.00% 1.00%
</TABLE>
(1) For accounts less than $1,000 an annual fee of $10 may be deducted.
See "How to Buy Shares."
(2) Redemption proceeds exceeding $500 sent via federal funds wire will be
subject to a $7.50 charge per transaction.
(3) Does not apply to reinvested distributions.
(4) Because of the distribution fee applicable to Class B and Class C
shares, long-term Class B and Class C shareholders may pay more in
aggregate sales charges than the maximum initial sales charge
permitted by the National Association of Securities Dealers, Inc.
However, because Class B shares automatically convert to Class A
shares after approximately 8 years, this is less likely for Class B
shares than for a class without a conversion feature.
(5) Only with respect to any portion of purchases of $1 million to $5
million redeemed within approximately 18 months after purchase. See
"How to Buy Shares."
Annual Operating Expenses (as a % of average net assets)
<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Management fee (after fee waiver)(6) 0.72% 0.72% 0.72%
12b-1 fees 0.25 1.00 1.00
Other expenses 0.53 0.53 0.53
---- ---- ----
Total operating expenses (after fee waiver)(6) 1.50% 2.25% 2.25%
==== ==== ====
</TABLE>
(6) The Advisor has voluntarily agreed to waive a portion of its Management
fee (and to reimburse expenses as applicable) so that Total operating
expenses (exclusive of Rule 12b-1 fees) do not exceed 1.25% per annum of
the Fund's net asset value. If the fee waiver was not made, the Fund's
Management fee would have been 1.05% and Total operating expenses would
have been 1.83% for Class A and 2.58% for Class B and Class C shares,
respectively. Other expenses for Class B and Class C shares are estimated
based on Class A share expenses.
Example
The following Example shows the cumulative transaction and operating expenses
attributable to a hypothetical $1,000 investment in each Class of shares of the
Fund for the periods specified, assuming a 5% annual return and, unless
otherwise noted, redemption at period end. This Example uses the fees and
expenses in the table above and gives effect to the fee waiver described above.
The 5% return and expenses used in this Example should not be considered
indicative of actual or expected Fund performance or expenses, both of which
will vary:
<TABLE>
<CAPTION>
Class A Class B Class C
Period: (7) (8) (7) (8)
<S> <C> <C> <C> <C> <C>
1 year $ 72 $ 73 $ 23 $ 33 $ 23
3 years 102 100 70 70(9) 70
5 years 135 140 120 120 120
10 years 226 240(10) 240(10) 258 258
</TABLE>
<PAGE>
(7) Assumes redemption at period end.
(8) Assumes no redemption.
(9) Class C shares do not incur a contingent deferred sales charge on
redemptions made after one year.
(10) Class B shares automatically convert to Class A shares after
approximately 8 years; therefore, years 9 and 10 reflect Class A share
expenses.
<PAGE>
THE FUND'S FINANCIAL HISTORY
The following information for a share outstanding through October 31, 1997 has
been audited by KPMG Peat Marwick LLP, the Fund's independent auditors, whose
report dated December 3, 1997 is incorporated by reference into the Fund's
Statement of Additional Information. For the years or periods ended on or after
October 31, 1996, calculations are based on a share outstanding during the
period. For years or periods ending prior to November 1, 1995, calculations are
based on average number of shares outstanding for each year or period. Prior to
the date of this Prospectus, the Fund's Class A shares were offered without an
initial or contingent deferred sales charge, and no Class B or Class C shares
had been offered.
<TABLE>
<CAPTION>
CLASS A
-------------------------------------------------------------------------------
(Unaudited)
Period Ended Year Ended Period Ended
--------------- -------------------------------------- ---------------
4/30/98 10/31/97 10/31/96 10/31/9510/31/94 (a)
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $14.09 $11.58 $9.69 $9.50 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.23 0.38 0.38 0.44 0.37
Net realized and unrealized gain (loss) on
Investments 0.16 3.02 2.01 0.31 (0.64)
---- ---- ---- ---- ------
Total from Investment Operations 0.39 3.40 2.39 0.75 (0.27)
LESS DISTRIBUTIONS
Distributions from Net Investment Income 0.23 0.38 0.38 0.44 0.23
Distributions from Capital Gains 1.69 0.51 0.12 0.12 0.00
---- ---- ---- ---- ----
Total Distributions 1.92 0.89 0.50 0.56 0.23
---- ---- ---- ---- ----
Net Asset Value, End of Period $12.56 $14.09 $11.58 $9.69 $9.50
====== ====== ====== ===== =====
Total Return 3.04% 30.56% 25.39% 8.31% (3.25)%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's) $27,589 $34,259 $20,649 $18,986 $18,280
Ratio of Expenses to Average Net Assets 1.50%(b) 1.50%(c) 1.50%(c) 1.50% 1.01%(b)
Ratio of Net Investment Income to
Average Net Assets 3.12%(b) 2.93% 3.59% 4.59% 6.30%(b)
Portfolio Turnover Rate 54.52% 80.01% 120.19% 59.53% 43.30%
Average Commission Rate (c) $0.0415 $0.0617 $0.0570 --- ---
Average Number of Shares Outstanding 2,384,062 * 2,494,659 --- --- ---
Amount of Debt Outstanding $143,864 --- --- --- ---
Average Amount of Debt Outstanding
During the Period $12,829 * $72,728 --- --- ---
Average Amount of Debt Per Share During
the Period $0.01 $0.03 --- --- ---
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets 1.73%(b) 1.76%(c) 1.88%(c) 1.89% 2.03%(b)
Ratio of Net Investment Income to
Average Net Assets 3.12%(b) 2.66% 3.21% 4.20% 5.28%(b)
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets 1.50%(b) 1.50% 1.50% --- ---
Ratio of Net Investment Income to
Average Net Assets 3.35%(b) 2.93% 3.59% --- ---
</TABLE>
(a) Commencement of operations - 4/1/94.
(b) Computed on an annualized basis.
(c) Ratios include expenses paid indirectly through directed brokerage and
certain expense offset arrangements.
* Computed on a daily basis.
Further performance information is contained in the Fund's Annual Report to
shareholders, which is obtainable free of charge by calling 1-800-426-3750.
<PAGE>
THE FUND'S INVESTMENT OBJECTIVE
The Fund seeks to provide growth of capital and current income.
HOW THE FUND PURSUES ITS OBJECTIVE AND CERTAIN RISK FACTORS
The Fund, which invests in common stocks and preferred stocks, follows a basic
value, contrarian approach in selecting stocks for its portfolio. This approach
puts primary emphasis on security price, balance sheet and cash flow analysis
and on the relationship between the market price of a security and its estimated
intrinsic value as a share of an ongoing business. The basic value, contrarian
approach is based on the Advisor's belief that the securities of many companies
often sell at a discount from the securities' estimated intrinsic value. The
Fund attempts to identify and invest in such undervalued securities in the hope
that their market price will rise to their estimated intrinsic value. This
approach, while not unique, contrasts with certain other investment styles,
which rely upon market timing, technical analysis, earnings forecasts, or
economic predictions.
The Fund seeks capital appreciation and income. The Fund seeks to achieve this
objective through a policy of investing in a diversified portfolio consisting
primarily of equity securities of real estate investment trusts (REITs) and
other real estate industry companies, in mortgage-backed securities and, to a
lesser extent, in debt securities of such companies.
The Fund's investment policies will be adapted to changing market conditions,
but under normal circumstances, at least 75% of the Fund's total assets will be
invested in equity securities of REITs and other real estate industry companies.
For purposes of the Fund's investments, a "real estate industry company" is a
company that derives at least 50% of its gross revenues or net profits from
either (a) the ownership, development, construction, financing, management or
sale of commercial, industrial or residential real estate or (b) products or
services related to the real estate industry, such as building supplies or
mortgage servicing. The equity securities of real estate industry companies in
which the Fund will invest consist of common stock, shares of beneficial
interest of real estate investment trusts and securities with common stock
characteristics, such as preferred stock and debt securities convertible into
common stock (Real Estate Equity Securities). Real Estate Equity Securities are
subject to unique risks. See "Investment Techniques and Additional Risk Factors
- - Investments in REITs" below.
The Fund may also invest up to 25% of its total assets in (a) debt securities of
real estate industry companies, (b) mortgage-backed securities, such as mortgage
pass-through certificates, real estate mortgage investment conduits (REMICs)
certificates and collateralized mortgage obligations (CMOs), and (c) short-term
investments (as described below). Investing in mortgage-backed securities
involves certain unique risks in addition to those associated with investing in
the real estate industry in general. See "Mortgage-Backed Securities" below for
more information.
Short-term investments that the Fund may invest in consist of the following: (1)
corporate commercial paper and other short-term commercial obligations, in each
case rated or issued by companies with similar securities outstanding that are
rated Prime-1, Aa or better by Moody's Investors Service (Moody's) or A-1, AA or
better by Standard & Poor's Corporation (S&P); (2) obligations (including
certificates of deposit, time deposits, demand deposits and banker's
acceptances) of banks with securities outstanding that are rated Prime-1, Aa or
better by Moody's, or A-1, AA or better by S&P; (3) obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities with
remaining maturities not exceeding 18 months; and (4) repurchase agreements.
By itself, the Fund does not constitute a balanced investment plan. A more
complete discussion concerning the investment objectives and policies of the
Fund is included below and in the Statement of Additional Information.
INVESTMENT TECHNIQUES AND ADDITIONAL RISK FACTORS
The following describes in greater detail different types of securities and
investment techniques used by the Fund and discusses certain risks related to
such securities and techniques. Additional information about the Fund's
investments and investment practices may be found in the Statement of Additional
Information.
The Fund is subject to the risks of investments in common stock, principally
that the prices of stocks can fluctuate dramatically in response to company,
market, or economic news. The Fund has a limited operating history. In addition,
the Fund invests primarily in real estate equity securities, and investments in
the Fund are subject to certain risks associated with the real estate industry.
Puts, Call Options and Futures Contracts. The Fund may use options and futures
contracts to attempt to enhance income, and to reduce the overall risk of its
investments ("hedge"). These instruments are commonly referred to as "derivative
instruments" due to the fact that their value is derived from or related to the
value of some other instrument or asset. The Fund's ability to use these
strategies may be limited by market conditions, regulatory limits, and tax
considerations. Appendix B describes the instruments that the Fund may use and
the way the Fund may use the instruments for hedging purposes.
The Fund may invest up to 5% of its total assets in premiums on put and call
options, both exchange-traded and over-the-counter, and may write call options
on securities the Fund owns or has a right to acquire. The Fund may also
purchase options on securities indices, foreign currencies, and futures
contracts. Besides exercising its option or permitting the option to expire,
prior to expiration of the option, the Fund may sell the option in a closing
transaction. The Fund may only write call options that are covered. A call
option is covered only if written on a security the Fund already owns.
The Fund may invest in interest rate futures contracts and may invest in stock
index futures provided that the aggregate initial margin of all futures
contracts in which the Fund invests shall not exceed 5% of the total assets of
the Fund after taking into account unrealized profits and unrealized losses on
any such transactions it has entered into. Upon entering into a futures
contract, the Fund will set aside liquid assets, such as cash, U.S. Government
securities, or other high grade debt obligations in a segregated account with
the Fund's custodian to secure its potential obligation under such contract.
The principal risks of options and futures transactions are: (a) imperfect
correlation between movements in the prices of options or futures contracts and
movements in the prices of the securities hedged or used for cover; (b) lack of
assurance that a liquid secondary market will exist for any particular option or
futures contract at any particular time; (c) the need for additional skills and
techniques beyond those required for normal portfolio management; and (d) losses
on futures contracts, which may be unlimited, from market movements not
anticipated by the Advisor. For a further discussion of put and call options and
futures contracts, see the Statement of Additional Information.
Investment in REITs. The Fund may invest without limitation in shares of REITs.
REITs are pooled investment vehicles that invest primarily in income producing
real estate or real estate related loans or interests. REITs are generally
classified as equity REITs, mortgage REITs or a combination of equity and
mortgage REITs. Equity REITs invest the majority of their assets directly in
real property and derive income primarily from the collection of rents. Equity
REITs can also realize capital gains by selling properties that have appreciated
in value. Mortgage REITs invest the majority of their assets in real estate
mortgages and derive income from the collection of interest payments. For
federal income tax purposes, REITs qualify for beneficial tax treatment by
distributing 95% of their taxable income. If a REIT is unable to qualify for
such beneficial tax treatment, it would be taxed as a corporation and
distributions to its shareholders would, therefore, be reduced.
Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. Equity REITs
may be affected by changes in the value of the underlying property owned by the
REITs, while mortgage REITs may be affected by the quality of any credit
extended. All REITs are dependent upon management skills, are not diversified,
and are subject to the risks of financing projects. REITs are subject to heavy
cash flow dependency, default by borrowers, self-liquidation, and the
possibilities of failing to qualify for the exemption from tax for distributed
income under the Code and failing to maintain their exemptions from the
Investment Company Act of 1940.
Investments in Real Estate Equity Securities. The Fund does not invest directly
in real estate, but does invest primarily in Real Estate Equity Securities.
Therefore, an investment in the Fund may be subject to certain risks associated
with the ownership of real estate. These risks include, among others: possible
declines in the value of real estate; risks related to general and local
economic conditions; possible lack of availability of mortgage funds;
overbuilding, extended vacancies of properties; increases in competition;
property taxes and operating expenses; changes in zoning laws; costs resulting
from the clean-up of, and liability to third parties for damages resulting from
environmental problems; casualty or condemnation losses, uninsured damages from
floods, earthquakes or other natural disasters; limitations on and variations in
rents; and changes in interest rates.
Repurchase Agreements. The Fund may engage in repurchase agreements. Repurchase
agreements are agreements under which the Fund purchases a security from the
seller (a commercial bank or recognized securities dealer) which simultaneously
commits to repurchase the security from the Fund at an agreed upon price on an
agreed upon date within a number of days (usually not more than seven) from the
date of purchase. The resale price reflects the purchase price plus an agreed
upon market rate of interest that is unrelated to the coupon rate or maturity of
the purchased security. The Fund will engage in repurchase agreements only with
commercial banks or registered broker-dealers. The seller's obligation to
repurchase the security at the agreed-upon repurchase price, is, in effect,
secured by the value of the underlying security. All repurchase agreements are
fully collateralized and marked to market daily. There are some risks associated
with repurchase agreements. For instance, in the case of default by the seller,
the Fund could incur a loss or, if bankruptcy proceedings are commenced against
the seller, the Fund could incur costs and delays in liquidating the collateral.
Mortgage-Backed Securities. The Fund may invest in mortgage pass-through
certificates and multiple-class pass-through securities, such as CMOs and
stripped mortgage-backed securities (SMBS), and other types of mortgage-backed
securities that may be available in the future (collectively, "Mortgage-Backed
Securities").
Mortgage pass-through securities represent participation interests in pools of
mortgage loans secured by residential or commercial real property in which
payments of both interest and principal on the securities are generally made
monthly, in effect "passing through" monthly payments made by the individual
borrowers on the mortgage loans which underlie the securities (net of fees paid
to the issuer or guarantor of the securities).
Payment of principal and interest on some mortgage pass-through securities, but
not the market value of the securities themselves, may be guaranteed by the full
faith and credit of the U.S. Government (in the case of securities guaranteed by
the Government National Mortgage Association (GNMA)); or guaranteed by the
agency or instrumentality of the U.S. Government issuing the security (in the
case of securities guaranteed by the Federal National Mortgage Association
(FNMA) or the Federal Home Loan Mortgage Corporation (FHLMC), which are
supported only by the discretionary authority of the U.S. Government to purchase
the agencies' obligations). Mortgage pass-through securities created by
non-governmental issuers (such as commercial banks, savings and loan
institutions, private mortgage insurance companies, mortgage bankers and other
secondary market issuers) may be supported by various forms of insurance or
guarantees, including individual loan, title, pool and hazard insurance and
letters of credit, which may be issued by governmental entities, private
insurers or the mortgage poolers.
CMOs are hybrid mortgage related instruments. Similar to a bond, interest and
prepaid principal on a CMO are paid, in most cases, semi-annually. CMOs may be
collateralized by whole mortgage loans but are more typically collateralized by
portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC or
FNMA. CMOs are issued in multiple classes, with each class bearing a different
stated maturity. Monthly payments of principal, including prepayments, are first
returned to investors holding the shortest maturity class and investors holding
the longer maturity classes receive principal only after the first class has
been retired. For the purpose of determining compliance with the diversification
tests applicable to the Fund, CMOs that are issued or guaranteed by the U.S.
Government or by any of its agencies or instrumentalities will be considered
U.S. Government securities, which generally are not subject to such
diversification tests, while other CMOs, even if collateralized by U.S.
Government securities, will have the same status as other privately issued
securities.
SMBS are derivative multiple-class mortgage-backed securities usually structured
with two classes that receive different proportions of interest and principal
distributions on a pool of mortgage assets. A typical SMBS will have one class
receiving some of the interest and most of the principal, while the other class
will receive most of the interest and the remaining principal. In the most
extreme case, one class will receive all of the interest (the "interest only"
class), while the other class will receive all of the principal (the "principal
only" class).
Investing in Mortgage-Backed Securities involves certain unique risks in
addition to those risks associated with investing in the real estate industry in
general. These risks include the failure of a counter-party to meet its
commitments, adverse interest rate changes and the effects of prepayment on
mortgage cash flows. In addition, investing in the lowest tranche of CMOs
involves risks similar to those associated with investing in equity securities.
Further, the yield characteristics of Mortgage-Backed Securities differ from
those of traditional fixed income securities. The major differences typically
include more frequent interest and principal payments (usually monthly), the
adjustability of interest rates, and the possibility that prepayments of
principal may be made substantially earlier than their final distribution dates.
When interest rates decline, the value of a Mortgage-Backed Security that
carries a fixed interest rate can be expected to rise. Conversely, when interest
rates rise, the value of an investment in such fixed rate obligations can be
expected to decline. If interest rates increase rapidly and substantially, fixed
rate obligations may become illiquid. In contrast, if the Mortgage-Backed
Security represents an interest in a pool of loans with adjustable interest
rates, as interest rates on adjustable rate mortgage loans are reset
periodically, yields on investments in such loans will gradually align
themselves to reflect changes in market interest rates, causing the value of
such investments to fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.
If a Mortgage-Backed Security subject to prepayment has been purchased at a
premium, the value of the premium would be lost if the security is in fact
prepaid. Prepayment rates are influenced by changes in current interest rates
and a variety of economic, geographic, social and other factors, and cannot be
predicted with certainty. Both adjustable rate mortgage loans and fixed rate
mortgage loans may be subject to a greater rate of principal prepayments in a
declining interest rate environment, and to a lesser rate of principal
prepayments in an increasing interest rate environment. Under certain interest
rate and prepayment rate scenarios, the Fund may fail to recoup fully its
investment in Mortgage-Backed Securities, notwithstanding any direct or indirect
governmental or agency guarantee. When the Fund reinvests amounts representing
scheduled payments and unscheduled prepayments of principal on Mortgage-Backed
Securities, it may receive a rate of interest that is lower than the rate on
existing securities. Thus, Mortgage-Backed Securities, and adjustable rate
mortgage pass-through securities in particular, may be less effective than other
types of U.S. Government securities as a means of "locking in" interest rates.
Short Sales. The Fund may engage in short sales "against the box." While a short
sale is made by selling a security the Fund does not own, a short sale is
"against the box" to the extent that the Fund contemporaneously owns or has the
right to obtain at no added cost securities identical to those sold short.
When Issued and/or Delayed Delivery Securities. The Fund may purchase and sell
securities on a when-issued or delayed-delivery basis. When-issued or
delayed-delivery transactions arise when securities are purchased or sold by the
Fund, with payment and delivery taking place in the future in order to secure
what is considered to be an advantageous price and yield to the Fund at the time
of entering into the transaction. Such securities are subject to market
fluctuations, and no interest accrues to the Fund until the time of delivery.
The value of the securities may be less at the time of delivery than the value
of the securities when the commitment was made. When the Fund engages in
when-issued and delayed-delivery transactions, it relies on the buyer or seller,
as the case may be, to consummate the sale. Failure to do so may result in the
Fund missing the opportunity of obtaining a price or yield considered to be
advantageous. To the extent any Fund engages in when-issued and delayed-delivery
transactions, it will do so for the purpose of acquiring portfolio securities
consistent with its investment objective and policies, and not for the purpose
of investment leverage. No Fund may commit more than 25% of its total assets to
the purchase of when-issued and delayed-delivery securities. A separate account
of liquid assets consisting of cash, U.S. Government securities or other liquid
securities equal to the value of any purchase commitment of the Fund shall be
maintained by the Fund's custodian until payment is made.
Illiquid Securities. The Funds may not invest more than 15% of their net assets
in illiquid securities, which may be difficult to sell promptly at an acceptable
price. This difficulty may result in a loss or be costly to the Fund.
Interest Rates. The Fund may invest in debt securities. The market value of debt
securities that are sensitive to prevailing interest rates is inversely related
to actual changes in interest rates. That is, an interest rate decline produces
an increase in such security's market value and an interest rate increase
produces a decrease in its value. The longer the remaining maturity of a
security, the greater the effect of an interest rate change. Changes in the
ability of an issuer to make payments of interest and principal and in the
market's perception of its creditworthiness also affect the market value of that
issuer's debt securities.
U.S. Government Securities. Although U.S. Government securities and high-quality
debt securities are issued or guaranteed by the U.S. Treasury or an agency or
instrumentality of the U.S. Government, not all U.S. Government securities are
backed by the full faith and credit of the United States. For example,
securities issued by the Federal Farm Credit Bank or by the FNMA are supported
by the instrumentality's right to borrow money from the U.S. Treasury under
certain circumstances. On the other hand, securities issued by the Student Loan
Marketing Association are supported only by the credit of the instrumentality.
Lending of Portfolio Securities. The Fund may loan portfolio securities to
broker-dealers or other institutional investors if at least 100% cash (or cash
equivalent) collateral is pledged and maintained by the borrower. The Fund
believes that the cash collateral minimizes the risk of lending their portfolio
securities. Such loans of portfolio securities may not be made, under current
lending arrangements, if the aggregate of such loans would exceed 20% of the
value of the Fund's total assets. If the borrower defaults, there may be delays
in recovery of loaned securities or even a loss of the securities loaned, in
which case the Fund would pursue the cash (or cash equivalent) collateral. While
there is some risk in lending portfolio securities, loans will be made only to
firms or broker-dealers deemed by the Advisor to be of good standing and will
not be made unless, in the judgment of the Advisor, the consideration to be
earned from such loans would justify the risk. For additional information, see
"Miscellaneous Investment Practices -- Securities Loans" in the Statement of
Additional Information.
Portfolio Turnover. The Fund generally does not trade in securities with the
goal of obtaining short-term profits, but when circumstances warrant, securities
will be sold without regard to the length of time the security has been held. A
higher portfolio turnover rate may involve correspondingly greater transaction
costs, which will be borne directly by the Fund, as well as additional realized
gains and/or losses to shareholders. The annual portfolio turnover rate of the
Fund may at times exceed 100%. Portfolio turnover rates are shown in "The Fund's
Financial History" above.
Temporary Defensive Investments. For temporary defensive purposes, the Fund may
invest up to 100% of its assets in fixed income securities, cash and cash
equivalents. The fixed income securities in which the Fund will invest in such a
situation shall consist of corporate debt securities (bonds, debentures and
notes), asset-backed securities, bank obligations, collateralized bonds, loan
and mortgage obligations, commercial paper, preferred stocks, repurchase
agreements, savings and loan obligations, and U.S. Government and agency
obligations. The fixed income securities will be rated investment grade or
higher (BBB by S&P and Baa by Moody's) and will have maturities of three years
or less. When the Fund assumes a temporary defensive position, it may not be
investing in securities designed to achieve its investment objective.
Other. The Fund may not always achieve its investment objective. The Fund's
non-fundamental investment policies may be changed without shareholder approval.
The Fund's fundamental investment policies listed in the Statement of Additional
Information, and its investment objective, cannot be changed without the
approval of a majority of the Fund's outstanding voting securities. Additional
information concerning certain of the securities and investment techniques
described above is contained in the Statement of Additional Information.
HOW THE FUND MEASURES ITS PERFORMANCE
Performance may be quoted in sales literature and advertisements. Each Class's
average annual total returns are calculated in accordance with the Securities
and Exchange Commission's formula and assume the reinvestment of all
distributions, the maximum initial sales charge on Class A shares and the
contingent deferred sales charge applicable to the time period quoted on Class B
and Class C shares. Other total returns differ from average annual total return
only in that they may relate to different time periods, may represent aggregate
as opposed to average annual total returns, and may not reflect the initial
sales charge or contingent deferred sales charges.
Each Class's yield, which differs from total return because it does not consider
changes in net asset value, is calculated in accordance with the Securities and
Exchange Commission's formula. Each Class's distribution rate is usually
calculated by dividing annual or annualized distributions, by the maximum
offering price on the last day of the period. Each Class's performance may be
compared to various indices. Quotations from various publications may be
included in sales literature and advertisements. See "Performance Measures" in
the Statement of Additional Information for more information. All performance
information is historical and does not predict future results.
The historical performance of Class A shares of the Fund for all periods is
based on the performance of the Fund's predecessor, restated to reflect the
sales charges applicable to Class A shares as set forth in the "Summary of
Expenses" above and assumes reinvestment of dividends and capital gains.
Historical performance as restated should not be interpreted as indicative of
the Fund's future performance. The average annual returns for the Fund's Class A
shares as of October 31, 1997 and June 30, 1998 would have been as follows:
10/31/97 6/30/98
[S] [C] [C]
1 year 22.09% 4.44%
3 years 18.36% 15.64%
Since inception (April 1, 1994) 14.17% 12.17%
Performance results reflect any voluntary waivers or reimbursement of Fund
expenses by the Advisor or its affiliates. Absent these waivers or
reimbursements, performance results would have been lower.
The total return for a newer class of shares (Classes B and C) includes
performance of the newer class of shares since it was offered for sale and the
performance for the oldest existing class of shares (Class A) from the date it
was offered for sale up to the date the new classes were offered for sale. See
"Performance Measures" in the Statement of Additional Information for additional
information on how these calculations are made.
HOW THE FUND IS MANAGED
The Trustees formulate the Fund's general policies and oversee the Fund's
affairs as conducted by the Advisor.
Liberty Funds Distributor, Inc. (Distributor), a subsidiary of the
Administrator, serves as the distributor for the Fund's shares. Liberty Funds
Services, Inc. (Transfer Agent), an affiliate of the Administrator, serves as
the shareholder services and transfer agent for the Fund. Each of the Advisor,
the Administrator, the Distributor and the Transfer Agent is an indirect
subsidiary of Liberty Financial Companies, Inc. (Liberty Financial), which, in
turn, is an indirect majority-owned subsidiary of Liberty Mutual Insurance
Company (Liberty Mutual). Liberty Mutual is considered to be the controlling
entity of the Advisor, the Administrator and their affiliates. Liberty Mutual is
an underwriter of workers' compensation insurance and a property and casualty
insurer in the U.S.
The Fund pays the Advisor a fee for its services that accrues daily and is
payable monthly. Fees are based on a percentage of the average daily net assets
of the Fund, as set forth below:
Net Asset Value Annual Rate
[S] [C]
First $100 million 1.05%
Next $400 million 0.90%
Amounts over $500 million 0.65%
The Fund's Advisor delegates certain of its administrative duties to the
Administrator.
James E. Crabbe is primarily responsible for the day-to-day management of the
Advisor. Mr. Crabbe is President and a Director of the Advisor.
Management of the Fund is handled on a day-to-day basis by a team consisting of
John E. Maack, Jr. and Michael B. Stokes. Mr. Maack has been employed as a
portfolio manager and securities analyst by the Advisor since 1988. Mr. Stokes
joined the Advisor in August, 1996. Prior to joining the Advisor, Mr. Stokes was
a Financial Analyst for Salomon Brothers from July, 1994 to June, 1996.
The Administrator provides certain administrative and pricing and bookkeeping
services to the Fund for a monthly fee of $2,250 plus a percentage of the Fund's
average net assets over $50 million.
The Transfer Agent provides transfer agency and shareholder services to the Fund
for a monthly fee at the annual rate of 0.236% of the Fund's average daily net
assets plus certain out-of-pocket expenses.
Each of the foregoing fees is subject to any reimbursement or fee waiver to
which the Advisor and its affiliates may agree.
The Advisor places all orders for purchases and sales of portfolio securities.
In selecting broker-dealers, the Advisor may consider research and brokerage
services furnished by such broker-dealers to the Advisor and its affiliates. In
recognition of the research and brokerage services provided, the Advisor may
cause the Fund to pay the selected broker-dealer a higher commission than would
have been charged by another broker-dealer not providing such services.
Subject to seeking best execution, the Advisor may consider sales of shares of
the Fund (and of certain other funds advised by the Advisor, the Administrator
and their affiliates) in selecting broker-dealers for portfolio security
transactions.
YEAR 2000
The Fund's Advisor, Administrator, Distributor and Transfer Agent (Liberty
Companies) are actively coordinating, managing and monitoring Year 2000
readiness for the Fund. The Administrator is working within the Liberty
Companies and with vendors who provide services, software and systems to the
Fund to ensure 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 services, software and systems and believe that such
modifications will be completed on a timely basis prior to January 1, 2000. The
cost of these modifications will not affect the Fund. 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.
HOW THE FUND VALUES ITS SHARES
Per share net asset value is calculated by dividing the total value of each
Class's net assets by its number of outstanding shares. Shares of the Fund are
generally valued as of the close of regular trading of the New York Stock
Exchange (NYSE) (normally 4:00 p.m. Eastern time) each day the NYSE is open.
Portfolio securities for which market quotations are readily available are
valued at current market value. Short-term investments maturing in 60 days or
less are valued at amortized cost when the Advisor determines, pursuant to
procedures adopted by the Trustees, that such cost approximates current market
value. The Board of Trustees has adopted procedures to value at their fair value
all other securities.
DISTRIBUTIONS AND TAXES
The Fund intends to qualify as a "regulated investment company" under the
Internal Revenue Code and to distribute to shareholders net income and any net
realized gain annually.
Distributions are invested in additional shares of the same Class of the Fund at
net asset value unless the shareholder elects to receive cash. Regardless of the
shareholder's election, distributions of $10 or less will not be paid in cash to
shareholders but will be invested in additional shares of the same Class of the
Fund at net asset value. If a shareholder has elected to receive dividends
and/or capital gain distributions in cash and the postal or other delivery
service selected by the Transfer Agent is unable to deliver checks to the
shareholder's address of record, such shareholder's distribution option will
automatically be converted to having all dividend and other distributions
reinvested in additional shares. No interest will accrue on amounts represented
by uncashed distribution or redemption checks. To change your election, call the
Transfer Agent for information.
Whether you receive taxable distributions in cash or in additional Fund shares,
you must report them as taxable income unless you are a tax-exempt institution.
If you buy shares shortly before a distribution is declared, the distribution
may be taxable although it is, in effect, a partial return of the amount
invested. Each January, information on the amount and nature of distributions
for the prior year is sent to shareholders.
HOW TO BUY SHARES
Shares of the Fund are offered continuously. Orders received in good form prior
to the time at which the Fund values its shares (or placed with the financial
service firm before such time and transmitted by the financial service firm
before the Funds process that day's share transactions) will be processed based
on that day's closing net asset value, plus any applicable initial sales charge.
The minimum initial investment is $1,000; subsequent investments may be as small
as $50. The minimum initial investment for the Fundamatic program is $50; and
the minimum initial investment for retirement accounts sponsored by the
Distributor is $25. Certificates will not be issued for Class B or Class C
shares and there are some limitations on the issuance of Class A share
certificates. The Fund may refuse any purchase order for its shares. See the
Statement of Additional Information for more information.
Class A Shares. The Class A shares of the Fund are offered at net asset value
plus an initial sales charge as follows:
Initial Sales Charge
----------------------------------
Retained
by
Financial
Service
Firm as
as % of % of
---------------------
Amount Offering Offering
Amount Purchased Invested Price Price
Less than $50,000 6.10% 5.75% 5.00%
$50,000 to less than
$100,000 4.71% 4.50% 3.75%
$100,000 to less than
$250,000 3.63% 3.50% 2.75%
$250,000 to less than
$500,000 2.56% 2.50% 2.00%
$500,000 to less than
$1,000,000 2.04% 2.00% 1.75%
$1,000,000 or more 0.00% 0.00% 0.00%
On purchases of $1 million or more, the Distributor pays the financial service
firm a cumulative commission as follows:
Amount Purchased Commission
[S] [C]
First $3,000,000 1.00%
Next $2,000,000 0.50%
Over $5,000,000 0.25%(1)
(1) Paid over 12 months but only to the extent the shares remain outstanding.
In determining the sales charge and commission applicable to a new purchase
under the above schedule, the amount of the current purchase is added to the
current value of shares previously purchased and still held by an investor. If a
purchase results in an account having a value from $1 million to $5 million,
then the portion of the shares purchased that caused the account's value to
exceed $1 million will be subject to a 1.00% contingent deferred sales charge,
payable to the Distributor, if redeemed within 18 months after the end of the
month in which the purchase was accepted. If the purchase results in an account
having a value in excess of $5 million, the contingent deferred sales charge
will not apply to the portion of the purchased shares comprising such excess
amount.
Class B Shares. Class B shares are offered at net asset value, without an
initial sales charge, subject to a 0.75% annual distribution fee for
approximately eight years (at which time they automatically convert to Class A
shares not bearing a distribution fee) and a declining contingent deferred sales
charge if redeemed within six years after purchase. As shown below, the amount
of the contingent deferred sales charge depends on the number of years after
purchase that the redemption occurs:
Years After Contingent Deferred
Purchase Sales Charge
0-1 5.00%
1-2 4.00%
2-3 3.00%
3-4 3.00%
4-5 2.00%
5-6 1.00%
More than 6 0.00%
Year one ends one year after the end of the month in which the purchase was
accepted and so on. The Distributor pays financial service firms a commission of
4.00% on purchases of Class B shares.
Class C Shares. Class C shares are offered at net asset value and are subject to
a 0.75% annual distribution fee and a 1.00% contingent deferred sales charge on
redemptions made within one year after the end of the month in which the
purchase was accepted.
The Distributor pays financial service firms an initial commission of 1.00% on
Class C share purchases and an ongoing commission of 0.75% annually, commencing
after the shares purchased have been outstanding for one year. Payment of the
ongoing commission is conditioned on receipt by the Distributor of the 0.75%
annual distribution fee referred to above. The commission may be reduced or
eliminated by the Distributor at any time.
General. All contingent deferred sales charges are deducted from the amount
redeemed, not the amount remaining in the account, and are paid to the
Distributor. Shares issued upon distribution reinvestment and amounts
representing appreciation are not subject to a contingent deferred sales charge.
The contingent deferred sales charge is imposed on redemptions which result in
the account value falling below its Base Amount (the total dollar value of
purchase payments in the account reduced by prior redemptions on which a
contingent deferred sales charge was paid and any exempt redemptions). When a
redemption subject to a contingent deferred sales charge is made, generally,
older shares will be redeemed first unless the shareholder instructs otherwise.
See the Statement of Additional Information for more information.
Which Class is more beneficial to an investor depends on the amount and intended
length of the investment. Large investments, qualifying for a reduced Class A
sales charge, avoid the distribution fee. Investments in Class B shares have
100% of the purchase price invested immediately. Investors investing for a
relatively short period of time might consider Class C shares. Purchases of
$250,000 or more must be for Class A or Class C shares. Purchases of $1,000,000
or more must be for Class A shares. Consult your financial service firm.
Financial service firms may receive different compensation rates for selling
different classes of shares. The Distributor may pay additional compensation to
financial service firms which have made or may make significant sales. See the
Statement of Additional Information for more information.
Special Purchase Programs. The Fund allows certain investors or groups of
investors to purchase shares with reduced or without initial or contingent
deferred sales charges. These programs are described in the Statement of
Additional Information under "Programs for Reducing or Eliminating Sales
Charges."
Class A shares of the Fund may also be purchased at net asset value by (i)
shareholders of any predecessor Crabbe Huson Fund with an open account on
October 16, 1998, (ii) investment advisors or financial planners who have
entered into agreements with the Distributor (or who maintain a master account
with a broker or agent that has entered into such an agreement) and who charge a
management, consulting or other fee for their services, and clients of such
investment advisors or financial planners who place trades for their own
accounts, if the accounts are linked to the master account of such investment
advisor or financial planner on the books and records of the broker or agent;
and (iii) retirement and deferred compensation plans and trusts used to fund
those plans, including, but not limited to, those defined in Section 401(a),
403(b), or 457 of the Internal Revenue Code and "rabbi trusts," where the plans
are administered by firms that have entered into agreements with the Distributor
or the Transfer Agent.
Investors may be charged a fee if they effect transactions in the Fund's shares
through a broker or agent.
Shareholder Services and Account Fees. A variety of shareholder services are
available. For more information about these services or your account, call
1-800-345-6611. Some services are described in the attached account application.
A shareholder's manual explaining all available services will be provided upon
request.
In June of any year, the Fund may deduct $10 (payable to the Transfer Agent)
from accounts valued at less than $1,000 unless the account value has dropped
below $1,000 solely as a result of share value depreciation. Shareholders will
receive 60 days' written notice to increase the account value before the fee is
deducted. The Fund may deduct annual maintenance and processing fees (payable to
the Transfer Agent) in connection with certain retirement plan accounts
sponsored by the Distributor. See "Special Purchase Programs/Investor Services"
in the Statement of Additional Information for more information.
HOW TO SELL SHARES
Shares of the Fund may be sold on any day the NYSE is open, either directly to
the Fund or through your financial service firm. Sale proceeds generally are
sent within seven days (usually on the next business day after your request is
received in good form). However, for shares recently purchased by check, the
Fund will delay sending proceeds for 15 days in order to protect the Fund
against financial losses and dilution in net asset value caused by dishonored
purchase payment checks. To avoid delay in payment, investors are advised to
purchase shares unconditionally, such as by certified check or other immediately
available funds.
Selling Shares Directly To The Fund. Send a signed letter of instruction or
stock power form to the Transfer Agent, along with any certificates for shares
to be sold. The sale price is the net asset value (less any applicable
contingent deferred sales charge) next calculated after the Fund receives the
request in proper form. Signatures must be guaranteed by a bank, a member firm
of a national stock exchange or another eligible guarantor institution. Stock
power forms are available from financial service firms, the Transfer Agent and
many banks. Additional documentation is required for sales by corporations,
agents, fiduciaries, surviving joint owners and individual retirement account
holders. For details contact:
Liberty Funds Services, Inc.
P.O. Box 1722
Boston, MA 02105-1722
1-800-345-6611
Selling Shares Through Financial Service Firms. Financial service firms must
receive requests prior to the time at which the Fund values its shares to
receive that day's price, are responsible for furnishing all necessary
documentation to the Transfer Agent and may charge for this service.
General. The sale of shares is a taxable transaction for income tax purposes and
may be subject to a contingent deferred sales charge. The contingent deferred
sales charge may be waived under certain circumstances. See the Statement of
Additional Information for more information. Under unusual circumstances, the
Fund may suspend repurchases or postpone payment for up to seven days or longer,
as permitted by federal securities law. No interest will accrue on amounts
represented by uncashed distribution or redemption checks.
HOW TO EXCHANGE SHARES
Except as described below with respect to money market funds, Fund shares may be
exchanged at net asset value for shares of other mutual funds distributed by the
Distributor, including funds advised by the Advisor, the Administrator and their
affiliates. Generally, such exchanges must be between the same classes of
shares. Consult your financial service firm or the Transfer Agent for
information regarding what funds are available.
Shares will continue to age without regard to the exchange for purposes of
conversion and in determining the contingent deferred sales charge, if any, upon
redemption. Carefully read the prospectus of the fund into which the exchange
will go before submitting the request. Call 1-800-426-3750 to receive a
prospectus. Call 1-800-422-3737 to exchange shares by telephone. An exchange is
a taxable capital transaction. The exchange service may be changed, suspended or
eliminated on 60 days' written notice. The Fund will terminate the exchange
privilege as to a particular shareholder if the Advisor determines, in its sole
and absolute discretion, that the shareholder's exchange activity is likely to
adversely impact the Advisor's ability to manage the Fund's investments in
accordance with its investment objective or otherwise harm the Fund or its
remaining shareholders.
Class A Shares. An exchange from a money market fund into a non-money market
fund will be at the applicable offering price next determined (including sales
charge), except for amounts on which an initial sales charge was paid. Non-money
market fund shares must be held for five months before qualifying for exchange
to a fund with a higher sales charge, after which exchanges are made at the net
asset value next determined.
Class B Shares. Exchanges of Class B shares are not subject to the contingent
deferred sales charge. However, if shares are redeemed within six years after
the original purchase, a contingent deferred sales charge will be assessed using
the schedule of the fund in which the original investment was made.
Class C Shares. Exchanges of Class C shares are not subject to the contingent
deferred sales charge. However, if shares are redeemed within one year after the
original purchase, a 1.00% contingent deferred sales charge will be assessed.
Only one "round-trip" exchange of the Fund's Class C shares may be made per
three-month period, measured from the date of the initial purchase. For example,
an exchange from Fund A to Fund B and back to Fund A would be permitted only
once during each three-month period.
TELEPHONE TRANSACTIONS
All shareholders and/or their financial advisors are automatically eligible to
exchange Fund shares and redeem up to $100,000 of the Fund's shares by calling
1-800-422-3737 toll-free any business day between 9:00 a.m. 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. Telephone redemption privileges may be elected on
the account application. The Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine and may be
liable for losses related to unauthorized or fraudulent transactions in the
event reasonable procedures are not employed. Such procedures include
restrictions on where proceeds of telephone redemptions may be sent, limitations
on the ability to redeem by telephone shortly after an address change, recording
of telephone lines and requirements that the redeeming shareholder and/or his or
her financial advisor provide certain identifying information. Shareholders
and/or their financial advisors wishing to redeem or exchange shares by
telephone may experience difficulty in reaching the Fund at its toll-free
telephone number during periods of drastic economic or market changes. In that
event, shareholders and/or their financial advisors should follow the procedures
for redemption or exchange by mail as described above under "How to Sell
Shares." The Advisor, the Administrator, the Transfer Agent and each Fund
reserve the right to change, modify or terminate the telephone redemption or
exchange services at any time upon prior written notice to shareholders.
Shareholders and/or their financial advisors are not obligated to transact by
telephone.
12B-1 PLAN
Under its 12b-1 Plan, the Fund pays the Distributor monthly a service fee at an
annual rate of 0.25% of the Fund's net assets attributed to Class A, Class B and
Class C shares. Each Fund's 12b-1 Plan also requires the Fund to pay the
Distributor monthly a distribution fee at an annual rate of 0.75% of the average
daily net assets attributed to its Class B and Class C shares. Because the Class
B and Class C shares bear additional distribution fees, their dividends will be
lower than the dividends of Class A shares. Class B shares automatically convert
to Class A shares, approximately eight years after the Class B shares were
purchased. Class C shares do not convert. The multiple class structure could be
terminated should certain Internal Revenue Service rulings be rescinded. See the
Statement of Additional Information for more information. The Distributor uses
the fees to defray the cost of commissions and service fees paid to financial
service firms which have sold Fund shares, and to defray other expenses such as
sales literature, prospectus printing and distribution, shareholder servicing
costs and compensation to wholesalers. Should the fees exceed the Distributor's
expenses in any year, the Distributor would realize a profit. Each Fund's Plan
also authorizes other payments to the Distributor and its affiliates (including
the Advisor and the Administrator) which may be construed to be indirect
financing of sales of Fund shares.
ORGANIZATION AND HISTORY
The Trust is a Massachusetts business trust organized in 1986. Each Fund
represents the entire interest in a separate portfolio of the Trust.
The Trust is not required to hold annual shareholder meetings, but special
meetings may be called for certain purposes. Shareholders receive one vote for
each Fund share. Shares of the Fund and any other series of the Trust that may
be in existence from time to time generally vote together except when required
by law to vote separately by fund or by class. Shareholders owning in the
aggregate ten percent of Trust shares may call meetings to consider removal of
Trustees. Under certain circumstances, the Trust will provide information to
assist shareholders in calling such a meeting. See the Statement of Additional
Information for more information.
The Fund is a successor series to a corresponding series of the former Crabbe
Huson Funds, a Delaware business trust organized in 1995. On September 30, 1998,
the shareholders of the Fund's predecessor series approved an Agreement and Plan
of Reorganization pursuant to which the predecessor series was reorganized as a
separate series of the Trust. At the closing of the reorganization, shareholders
of the predecessor series received Class A shares of the successor series equal
in net asset value to the shares of the predecessor series they held.
<PAGE>
APPENDIX A
DESCRIPTION OF BOND RATINGS
S&P
AAA bonds have the highest rating assigned by S&P. The obligor's capacity to
meet its financial commitment on the obligation is extremely strong.
AA bonds differ from the highest rated obligations only in small degree. The
obligor's capacity to meet its financial commitment on the obligation is very
strong.
A bonds are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher rated
categories. However, the obligor's capacity to meet its financial commitment on
the obligation is still strong.
BBB bonds exhibit adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC and CC bonds are regarded as having significant speculative
characteristics. BB indicates the least degree of speculation and C the highest.
While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.
BB bonds are less vulnerable to non-payment than other speculative issues.
However, they face major ongoing uncertainties or exposure to adverse business,
financial, or economic conditions which could lead to the obligor's inadequate
capacity to meet its financial commitment on the obligation.
B bonds are more vulnerable to nonpayment than obligations rated BB, but the
obligor currently has the capacity to meet its financial commitment on the
obligation. Adverse business, financial, or economic conditions will likely
impair the obligor's capacity or willingness to meet its financial commitment on
the obligation.
CCC bonds are currently vulnerable to nonpayment, and are dependent upon
favorable business, financial, and economic conditions for the obligor to meet
its financial commitment on the obligation. In the event of adverse business,
financial, or economic conditions, the obligor is not likely to have the
capacity to meet its financial commitment on the obligation.
CC bonds are currently highly vulnerable to nonpayment.
C ratings may be used to cover a situation where a bankruptcy petition has been
filed or similar action has been taken, but payments on this obligation are
being continued.
D bonds are in payment default. The D rating category is used when payments on
an obligation are not made on the date due even if the applicable grace period
has not expired, unless S&P believes that such payments will be made during such
grace period. The D rating also will be used upon the filing of a bankruptcy
petition or the taking of a similar action if payments on an obligation are
jeopardized.
Plus (+) or minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
r This symbol is attached to the rating of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk -- such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.
MOODY'S
Aaa bonds are judged to be of the best quality. They carry the smallest degree
of investment risk and are generally referred to as "gilt edge". Interest
payments are protected by a large or by an exceptionally stable margin and
principal is secure. While various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues.
Aa bonds are judged to be of high quality by all standards. Together with Aaa
bonds they comprise what are generally known as high grade bonds. They are rated
lower than the best bonds because margins of protection may not be as large as
in Aaa securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A bonds possess many favorable investment attributes and are to be considered as
upper-medium-grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present which suggest a
susceptibility to impairment some time in the future.
Baa bonds are considered as medium grade obligations (i.e., they are neither
highly protected nor poorly secured). Interest payments and principal security
appear adequate for the present but certain protective elements may be lacking
or may be characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have speculative
characteristics as well.
Ba bonds are judged to have speculative elements; their future cannot be
considered as well secured. Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.
B bonds generally lack characteristics of the desirable investment. Assurance of
interest and principal payments or of maintenance of other terms of the contract
over any long period of time may be small.
Caa bonds are of poor standing. Such issues may be in default or there may be
present elements of danger with respect to principal or interest.
Ca bonds represent obligations which are speculative in a high degree. Such
issues are often in default or have other marked shortcomings.
C bonds are the lowest rated class of bonds and issues so rated can be regarded
as having extremely poor prospects of ever attaining any real investment
standing.
Conditional Ratings. Bonds for which the security depends upon the completion of
some act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operating experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting
conditions attach. Parenthetical rating denotes probable credit stature upon
completion of construction or elimination of basis of condition.
Note: Those bonds in the Aa, A, Baa, Ba, and B groups which Moody's believes
possess the strongest investment attributes are designated by the symbols Aa 1,
A 1, Baa 1, Ba 1, and B 1.
APPENDIX B
HEDGING INSTRUMENTS:
Options on Equity and Debt Securities--A call option is a short-term contract
pursuant to which the purchaser of the option, in return for a premium, has the
right to buy the security underlying the option at a specified price at any time
during the term of the option. The writer of the call option, who receives the
premium, has the obligation, upon exercise of the option during the option term,
to deliver the underlying security against payment of the exercise price. A put
option is a similar contract that gives its purchaser, in return for a premium,
the right to sell the underlying security at a specified price during the option
term. The writer of the put option, who receives the premium, has the
obligation, upon exercise of the option during the option term, to buy the
underlying security at the exercise price.
Options on Securities Indices--A securities index assigns relative values to the
securities included in the index and fluctuates with changes in the market
values of those securities. An index option operates in the same way as a more
traditional stock option, except that exercise of an index option is effected
with cash payment and does not involve delivery of securities. Thus, upon
exercise of an index option, the purchaser will realize, and the writer will
pay, an amount based on the difference between the exercise price and the
closing price of the index.
Stock Index Futures Contracts--A stock index futures contract is a bilateral
agreement pursuant to which one party agrees to accept, and the other party
agrees to make, delivery of an amount of cash equal to a specified dollar amount
times the difference between the stock index value at the close of trading of
the contract and the price at which the futures contract is originally struck.
No physical delivery of the stocks comprising the index is made. Generally,
contracts are closed out prior to the expiration date of the contract.
Interest Rate Futures Contracts--Interest rate futures contracts are bilateral
agreements pursuant to which one party agrees to make, and the other party
agrees to accept, delivery of a specified type of debt security at a specified
future time and at a specified price. Although such futures contracts by their
terms call for actual delivery or acceptance of debt securities, in most cases
the contracts are closed out before the settlement date without the making or
taking of delivery.
Options on Futures Contracts--Options on futures contracts are similar to
options on securities or currency, except that an option on a futures contract
gives the purchaser the right, in return for the premium, to assume a position
in a futures contract (a long position if the option is a call and a short
position if the option is a put), rather than to purchase or sell a security or
currency, at a specified price at any time during the option term. Upon exercise
of the option, the delivery of the futures position to the holder of the option
will be accompanied by delivery of the accumulated balance that represents the
amount by which the market price of the futures contract exceeds, in the case of
a call, or is less than, in the case of a put, the exercise price of the option
on the future. The writer of an option, upon exercise, will assume a short
position in the case of a call and a long position in the case of a put.
Purchase of these financial instruments allows the Advisor to hedge against
changes in market conditions. For example, the Advisor may purchase a put option
in a securities index or when it believes that the stock prices will decline.
Conversely, the Advisor may purchase a call option in a securities index when it
anticipates that stock prices will increase.
See "Puts, Call Options and Futures Contracts" above for a discussion of risks
associated with hedging instruments.
<PAGE>
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<PAGE>
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<PAGE>
Investment Advisor
Crabbe Huson Group, Inc.
121 S.W. Morrison, Suite 1400
Portland, OR 97204
Administrator
Colonial Management Associates, Inc.
One Financial Center
Boston, MA 02111-2621
Distributor
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
Custodian
State Street Bank & Trust Company
225 Franklin Street
Boston, MA 02110
Shareholder Services and Transfer Agent
Liberty Funds Services, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-345-6611
Independent Auditors
KPMG Peat Marwick LLP
99 High Street
Boston, MA 02110
Legal Counsel
Ropes & Gray
One International Place
Boston, MA 02110-2624
Your financial service firm is:
Printed in U.S.A.
October 19, 1998
CRABBE HUSON
REAL ESTATE INVESTMENT FUND
PROSPECTUS
Crabbe Huson Real Estate Investment Fund seeks to provide growth of capital and
current income.
For more detailed information about the Fund, call the Distributor at
1-800-426-3750 for the October 19, 1998 Statement of Additional Information.
- ----------------------------- ------------------------------
NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE
- ----------------------------- ------------------------------
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet
(Crabbe Huson Oregon Tax-Free Fund, Classes A, B, C)
<TABLE>
<CAPTION>
<S> <C>
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Cover Page
2. Summary of Expenses
3. The Fund's Financial History
4. Organization and History; The Fund's Investment Objective;
How the Fund Pursues its Objective and Certain Risk Factors
5. Cover Page; How the Fund is Managed; Organization and
History; Back Cover
6. Organization and History; Distributions and Taxes; How to
Buy Shares
7. Summary of Expenses; How to Buy Shares; How the Fund
Values its Shares; Cover Page; 12b-1 Plan; Back Cover
8. Summary of Expenses; How to Sell Shares; How to Exchange
Shares; Telephone Transactions
9. Not Applicable
</TABLE>
<PAGE>
CRABBE HUSON SMALL CAP FUND
THE CRABBE HUSON SPECIAL FUND
CRABBE HUSON EQUITY FUND
CRABBE HUSON MANAGED INCOME & EQUITY FUND
CRABBE HUSON REAL ESTATE INVESTMENT FUND
CRABBE HUSON OREGON TAX-FREE FUND
Supplement to Prospectuses
Until further notice, Class B and Class C shares of the Funds are currently not
available for purchase or exchange. In addition, the Class A shares of The
Crabbe Huson Special Fund are not currently available for purchase or exchange.
CH-36/095G-1098 October 19, 1998
October 19, 1998
CRABBE HUSON
OREGON TAX-FREE
FUND
PROSPECTUS
Colonial Management Associates, Inc. (Administrator) and your full-service
financial advisor want you to understand both the risks and benefits of mutual
fund investing.
While mutual funds offer significant opportunities and are professionally
managed, they also carry risks including possible loss of principal. Unlike
savings accounts and certificates of deposit, mutual funds are not insured or
guaranteed by any financial institution or government agency.
Please consult your full-service financial advisor to determine how investing in
this mutual fund may suit your unique needs, time horizon and risk tolerance.
Crabbe Huson Oregon Tax-Free Fund (Fund) seeks to provide as high a level of
income exempt from federal and Oregon income taxes as is consistent with prudent
investment management and the preservation of capital.
The Fund is a non-diversified portfolio of Colonial Trust III (Trust), an
open-end management investment company.
The Fund is managed by Crabbe Huson Group, Inc. (Advisor), successor to an
investment advisory firm founded in 1980 and an affiliate of the Administrator.
This Prospectus explains concisely what you should know before investing in the
Fund. Read it carefully and retain it for future reference. More detailed
information about the Fund is in the October 19, 1998 Statement of Additional
Information which has been filed with the Securities and Exchange Commission and
is obtainable free of charge by calling the Administrator at 1-800-426-3750. The
Statement of Additional Information is incorporated by reference in (which means
it is considered to be a part of) this Prospectus.
The Fund offers multiple classes of shares. Class A shares are offered at net
asset value plus a sales charge imposed at the time of purchase; Class B shares
are offered at net asset value and are subject to an annual distribution fee and
a declining contingent
CO-01/051G-1098
deferred sales charge on redemptions made within six years after purchase; and
Class C shares are offered at net asset value and are subject to an annual
distribution fee and a contingent deferred sales charge on redemptions made
within one year after purchase. Class B shares automatically convert to Class A
shares after approximately eight years. See "How to Buy Shares." An investment
in the Fund is not a deposit of any bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency.
Contents Page
Summary of Expenses 2
The Fund's Financial History 3
The Fund's Investment Objective 4
How the Funds Pursues its Objective and
Certain Risk Factors 4
Investment Techniques and Additional
Risk Factors 4
How the Fund Measures its Performance 7
How the Fund is Managed 8
Year 2000 8
How the Fund Values its Shares 9
Distributions and Taxes 9
How to Buy Shares 9
How to Sell Shares 11
How to Exchange Shares 12
Telephone Transactions 12
12b-1 Plan 13
Organization and History 13
Appendix A 14
Appendix B 15
This Prospectus is also available on-line at our 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.
- ----------------------------- --------------------------
NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE
- ----------------------------- --------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
SUMMARY OF EXPENSES
Expenses are one of several factors to consider when investing in the Fund. The
following tables summarize your maximum transaction costs and your annual
expenses for an investment in each class of the Fund's shares. See "How the Fund
is Managed" and "12b-1 Plan" for more complete descriptions of each Fund's
various costs and expenses.
<TABLE>
<CAPTION>
Shareholder Transaction Expenses(1)(2)
Class A Class B Class C
<S> <C> <C> <C>
Maximum Initial Sales Charge Imposed on a Purchase (as a % of offering price)(3) 4.75% 0.00%(4) 0.00%(4)
Maximum Contingent Deferred Sales Charge (as a % of offering price)(3) 1.00%(5) 5.00% 1.00%
</TABLE>
(1) For accounts less than $1,000 an annual fee of $10 may be deducted.
See "How to Buy Shares."
(2) Redemption proceeds exceeding $500 sent via federal funds wire will be
subject to a $7.50 charge per transaction.
(3) Does not apply to reinvested distributions.
(4) Because of the distribution fee applicable to Class B and Class C
shares, long-term Class B and Class C shareholders may pay more in
aggregate sales charges than the maximum initial sales charge
permitted by the National Association of Securities Dealers, Inc.
However, because Class B shares automatically convert to Class A
shares after approximately 8 years, this is less likely for Class B
shares than for a class without a conversion feature.
(5) Only with respect to any portion of purchases of $1 million to $5
million redeemed within approximately 18 months after purchase. See
"How to Buy Shares."
Annual Operating Expenses (as a % of average net assets)
<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Management fee (after fee waiver)(6) 0.40% 0.40% 0.40%
12b-1 fees 0.25 1.00 0.70(7)
Other expenses 0.33 0.33 0.33
---- ---- ----
Total operating expenses (after fee waiver)(6) 0.98% 1.73% 1.43%
==== ==== ====
</TABLE>
(6) The Advisor has voluntarily agreed to waive a portion of its Management
fee (and to reimburse expenses as applicable) so that Total operating
expenses (exclusive of Rule 12b-1 fees) do not exceed 0.73% per annum of
the Fund's net asset value. If the waiver was not made, the Fund's
Management fee would be 0.55% and Total operating expenses would be 1.13%
for Class A and 1.88% for Class B and Class C shares, respectively. Other
expenses for Class B and Class C shares are estimated based on Class A
share expenses.
(7) The Distributor has voluntarily agreed to waive a portion of the Class C
share Rule 12b-1 distribution fee so that it will not exceed 0.45%
annually. The Distributor may terminate the fee waiver at any time
without shareholder approval. See "12b-1 Plan."
Example
The following Example shows the cumulative transaction and operating expenses
attributable to a hypothetical $1,000 investment in each Class of shares of the
Fund for the periods specified, assuming a 5% annual return and, unless
otherwise noted, redemption at period end. This Example uses the fees and
expenses in the table above and gives effect to the fee waiver described above.
The 5% return and expenses used in this Example should not be considered
indicative of actual or expected Fund performance or expenses, both of which
will vary:
<TABLE>
<CAPTION>
Class A Class B Class C
Period: (8) (9) (8) (9)
<S> <C> <C> <C> <C> <C>
1 year $ 57 $ 68 $ 18 $ 28 $ 18
3 years 77 84 54 54(10) 54
5 years 99 114 94 94 94
10 years 162 184(11) 184(11) 204 204
</TABLE>
(8) Assumes redemption at period end.
(9) Assumes no redemption.
(10) Class C shares do not incur a contingent deferred sales charge on
redemptions made after one year.
(11) Class B shares automatically convert to Class A shares after
approximately 8 years; therefore, years 9 and 10 reflect Class A
share expenses.
<PAGE>
THE FUND'S FINANCIAL HISTORY
The following information for a share outstanding through October 31, 1997 has
been audited by KPMG Peat Marwick LLP, each Fund's independent auditors, whose
report dated December 3, 1997 is incorporated by reference into the Fund's
Statement of Additional Information. For the years ended on or after October 31,
1996, calculations are based on a share outstanding during the period. For years
or periods ending prior to November 1, 1995, calculations are based on average
number of shares outstanding for each year or period. The financial highlights
for the year ended October 31, 1988 were audited by other auditors whose report
dated December 29, 1988 expressed an unqualified opinion on such financial
highlights. Prior to the date of this Prospectus, the Fund's Class A shares were
offered without an initial or contingent deferred sales charge, and no Class B
or Class C shares had been offered.
<TABLE>
<CAPTION>
(Unaudited) CLASS A
----------------------------------------------------------------------
Period Ended Year Ended
--------------- ----------------------------------------------------------------------
4/30/98 10/31/97 10/31/96 10/31/95 10/31/94 10/31/93 10/31/92 10/31/91
--------------- ----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $12.78 $12.50 $12.62 $11.99 $12.80 $12.20 $12.14 $11.74
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.27 0.54 0.54 0.55 0.54 0.57 0.62 0.64
Net realized and unrealized gain
(loss) on Investments (0.07) 0.28 (0.12) 0.70 (0.80) 0.69 0.15 0.48
------ ---- ------ ---- ------ ---- ---- ----
Total from Investment Operations 0.20 0.82 0.42 1.25 (0.26) 1.26 0.77 1.12
LESS DISTRIBUTIONS
Distributions from Net Investment Income 0.27 0.47 0.54 0.55 0.54 0.57 0.62 0.65
Distributions from Capital Gains 0.03 0.07 0.00 0.07 0.01 0.09 0.09 0.07
---- ---- ---- ---- ---- ---- ---- ----
Total Distributions 0.30 0.54 0.54 0.62 0.55 0.66 0.71 0.72
---- ---- ---- ---- ---- ---- ---- ----
Net Asset Value, End of Period $12.68 $12.78 $12.50 $12.62 $11.99 $12.80 $12.20 $12.14
====== ====== ====== ====== ====== ====== ====== ======
Total Return 1.57% 6.67% 3.43% 10.66% (2.06)% 10.71% 6.51% 9.85%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's) $26,324 $26,487 $26,135 $28,070 $29,046 $29,408 $20,296 $18,383
Ratio of Expenses to Average Net Assets 0.98%(a)(b) 0.98% 0.98% 0.98% 0.98% 1.05% 1.11% 1.21%
Ratio of Net Investment Income
to Average Net Assets 4.19%(b) 4.25% 4.33% 4.45% 4.37% 4.51% 5.04% 5.36%
Portfolio Turnover Rate 20.24% 17.19% 15.64% 22.91% 20.58% 11.62% 25.30% 53.40%
Average Number of Shares Outstanding 2,364,667 * 2,073,284 --- --- --- --- --- ---
Amount of Debt Outstanding --- --- --- --- --- --- --- ---
Average Amount of Debt
Outstanding During the Period $7,376 * $2,734 --- --- --- --- --- ---
Average Amount of Debt
Per Share During the Period $0.00 $0.00 --- --- --- --- --- ---
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets 1.09%(a)(b) 1.10% 1.04% 1.08% 1.08% 1.09% 1.13% 1.24%
Ratio of Net Investment Income
to Average Net Assets 4.08%(b) 4.13% 4.27% 4.35% 4.26% 4.46% 5.01% 5.34%
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets 0.98%(b) 0.98% 0.98% --- --- --- --- ---
Ratio of Net Investment Income
to Average Net Assets 4.19%(b) 4.25% 4.33% --- --- --- --- ---
</TABLE>
CLASS A
--------------------------------------
Year Ended
--------------------------------------
10/31/90 10/31/89 10/31/88
--------------------------------------
[S] [C] [C] [C]
Net Asset Value, Beginning of Period $11.72 $11.72 $11.08
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.63 0.68 0.64
Net realized and unrealized gain
(loss) on Investments 0.05 0.08 0.64
---- ---- ----
Total from Investment Operations 0.68 0.76 1.28
LESS DISTRIBUTIONS
Distributions from Net Investment Income 0.64 0.67 0.64
Distributions from Capital Gains 0.02 0.09 0.00
---- ---- ----
Total Distributions 0.66 0.76 0.64
---- ---- ----
Net Asset Value, End of Period $11.74 $11.72 $11.72
====== ====== ======
Total Return 6.00% 6.67% 12.02%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's) $18,766 $19,173 $20,058
Ratio of Expenses to Average Net Assets 1.38% 1.04% 1.21%
Ratio of Net Investment Income
to Average Net Assets 5.41% 5.82% 5.53%
Portfolio Turnover Rate 58.52% 45.25% 31.44%
Average Number of Shares Outstanding --- --- ---
Amount of Debt Outstanding --- --- ---
Average Amount of Debt
Outstanding During the Period --- --- ---
Average Amount of Debt
Per Share During the Period --- --- ---
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets 1.55% 1.16% 1.32%
Ratio of Net Investment Income
to Average Net Assets 5.23% 5.71% 5.42%
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets --- --- ---
Ratio of Net Investment Income
to Average Net Assets --- --- ---
(a) Ratios include expenses paid indirectly through directed brokerage and
certain expense offset arrangements.
(b) Computed on an annualized basis.
* Computed on a daily basis
Further performance information is contained in the Fund's Annual Report to
shareholders, which is obtainable free of charge by calling 1-800-426-3750.
<PAGE>
THE FUND'S INVESTMENT OBJECTIVE
The Fund seeks to provide as high a level of income exempt from federal and
Oregon income taxes as is consistent with prudent investment management and the
preservation of capital.
HOW THE FUND PURSUES ITS OBJECTIVE AND CERTAIN RISK FACTORS
The Fund seeks as high a level of income exempt from federal and Oregon income
taxes as is consistent with prudent investment management and preservation of
capital. The Fund seeks to achieve this objective by investing primarily in a
portfolio of municipal securities (including private activity bonds), the
interest on which, in the opinion of counsel for the issuer, is exempt from
federal and Oregon income taxes. It is the Fund's general policy to avoid
purchasing bonds on which the interest is subject to the federal alternative
minimum tax. The Fund may, however, purchase such bonds when their yield is
sufficiently above the yield on bonds not so taxed to compensate for the adverse
tax consequences. For purposes of its investment policy, the Fund considers a
"bond" to be any municipal debt security.
Under normal market conditions, at least 80% of the Fund's total assets will be
invested in municipal securities, and at least 65% of its total assets will be
invested in municipal bonds issued by the State of Oregon and its political
subdivisions, agencies, authorities and instrumentalities. Securities that are
subject to the federal alternative minimum tax will not be included in this
calculation.
Municipal securities purchased for the Fund's portfolio must, at the time of
purchase, be "investment-grade" municipal securities, rated no lower than Baa by
Moody's Investors Service (Moody's) or BBB by Standard & Poor's Corporation
(S&P), or unrated municipal securities which the Advisor believes to be
comparable in quality to investment-grade municipal securities. If any of the
Fund's securities fall below "investment grade," the Fund will typically dispose
of such securities, but it is not required to do so. For a discussion concerning
the risk factors associated with municipal securities to be purchased by the
Fund, see "Municipal Securities" below.
Under normal market conditions, the Fund may invest up to 20% of its net assets
in the following categories of investments:
1. Municipal securities issued by entities other than the State of Oregon or its
political subdivisions, agencies, authorities and instrumentalities.
2. Notes of municipal issuers which have, at the time of purchase, an issue of
outstanding municipal bonds rated within the four highest grades by Moody's
or S&P and which are, if unrated, in the opinion of the Advisor, of a
quality comparable to municipal bonds rated in one of the four highest
categories by Moody's or S&P.
3. Temporary investments in fixed income obligations, the interest on which is
subject to federal income tax and which may be subject to Oregon income tax.
Investments in such taxable obligations will be in short-term (less than one
year) securities and may consist of obligations issued or guaranteed by the
United States Government, its agencies, instrumentalities or authorities;
commercial paper rated Prime-1 by Moody's; certificates of deposit of United
States banks (including commercial banks and savings and loan associations)
with assets of at least $1 billion or more; and repurchase agreements in
respect of any of the foregoing with securities dealers or banks.
Where market conditions, due to rising interest rates or other adverse factors,
would cause serious erosion of portfolio value, the Fund's assets may, on a
temporary basis, as a defensive measure to preserve net asset value, be
substantially invested in temporary investments of the types described above.
There are specific risks involved in investments in municipal securities,
particularly those concentrated among issuers in a specific geographic location.
See "Municipal Securities" below.
In the fiscal year ended October 31, 1997, the average percentage of the Fund's
assets invested in bonds of each rating was:
[S] [C]
AAA 57.8%
AA 21.9%
A 19.6%
Cash 0.7%
---
Total: 100.0%
INVESTMENT TECHNIQUES AND ADDITIONAL RISK FACTORS
The following describes in greater detail different types of securities and
investment techniques used by the Fund and discusses certain risks related to
such securities and techniques. Additional information about the Fund's
investments and investment practices may be found in the Statement of Additional
Information.
A significant risk associated with investments in the Fund is that of increasing
interest rates causing a decline in the Fund's net asset value. The Fund may be
subject to greater risks resulting from economic difficulties unique to the
State of Oregon, where most of its securities are originated.
Municipal Securities. Because the Fund intends to focus its investments in
Oregon municipal securities, the Fund and the value of its shares will be
significantly affected by any economic, political, or regulatory developments
that affect the ability of Oregon issuers to pay interest or repay principal on
their obligations.
Certain municipal securities purchased by the Fund from Oregon issuers may rely
in whole or in part on ad valorem real property taxes as a source of revenue for
the payment of principal and interest. There are constitutional and statutory
limitations on the issuance of securities payable from tax revenues. In 1990, a
voter initiative in Oregon was passed which restricts the ability of taxing
entities to increase real property taxes by placing a limit on the property tax
rate. This initiative did, however, exempt from the property tax rate limit
assessments to pay bonded indebtedness. However, implementation of this limit
has adversely affected the property tax revenues of certain issuers of Oregon
municipal securities.
Nondiversified Portfolio; Trading Market for Portfolio Securities. The Fund is a
nondiversified investment company, meaning that it is not subject to the
provisions of the Investment Company Act of 1940 with respect to diversification
of its investments.
Because the Fund's "nondiversified status" permits the investment of a greater
portion of the Fund's assets in the securities of individual issuers than would
be permissible under a "diversified status," the Fund's shareholders are
considered to be subject to a greater degree of risk. The Fund reserves the
right to operate as a diversified investment company if such a course appears
desirable in the opinion of the Board of Trustees; in that event, 75% of the
Fund's total assets would have to be invested in securities issued by entities
in which the Fund had not invested 5% or more of its total assets.
With the exception of general obligation securities issued by the State of
Oregon, most issues of municipal securities in Oregon are relatively small in
size. Due to the small size of some issues, only a limited trading market in the
securities develops following their issuance. When there is only a limited
trading market for a particular security, a small change in the supply of or
demand for that security can result in a relatively large change in the market
price of the security. If the Fund is required to sell portfolio securities for
which there is only a limited trading market, the market value of such
securities (and of securities which are part of the same issue which are
retained in the Fund's portfolio) could be adversely affected, which could
result in a decrease in the net asset value of the Fund's shares. In order to
enhance the liquidity of the Fund's portfolio, a portion of its assets will be
maintained in general obligation securities of the State of Oregon and in other
issues for which an active trading market is expected to be maintained. The Fund
expects that approximately 65% of its net assets will normally be invested in
general obligation securities of the state of Oregon. A portion of the Fund's
assets may also be invested, on a temporary basis, in assets other than
municipal securities in order to increase the liquidity of the Fund's portfolio.
However, there is no assurance that these strategies will eliminate the risks
associated with investing in municipal securities for which only a limited
trading market exists.
Puts, Call Options and Futures Contracts. The Fund may use options and futures
contracts to attempt to enhance income, and to reduce the overall risk of its
investments ("hedge"). These instruments are commonly referred to as "derivative
instruments" due to the fact that their value is derived from or related to the
value of some other instrument or asset. The Fund's ability to use these
strategies may be limited by market conditions, regulatory limits, and tax
considerations. Appendix B describes the instruments that the Fund may use and
the way the Fund may use the instruments for hedging purposes.
The Fund may only write call options that are covered. A call option is covered
only if written on a security the Fund already owns.
The Fund may invest in interest rate futures contracts provided that the
aggregate initial margin of all futures contracts in which the Fund invests
shall not exceed 5% of the total assets of the Fund after taking into account
unrealized profits and unrealized losses on any such transactions it has entered
into. Upon entering into a futures contract, the Fund will set aside liquid
assets, such as cash, U.S. Government securities, or other high grade debt
obligations in a segregated account with the Fund's custodian to secure its
potential obligation under such contract.
The principal risks of options and futures transactions are: (a) imperfect
correlation between movements in the prices of options or futures contracts and
movements in the prices of the securities hedged or used for cover; (b) lack of
assurance that a liquid secondary market will exist for any particular option or
futures contract at any particular time; (c) the need for additional skills and
techniques beyond those required for normal portfolio management; and (d) losses
on futures contracts, which may be unlimited, from market movements not
anticipated by the Advisor. For a further discussion of put and call options and
futures contracts, see the Statement of Additional Information.
Fixed Income Securities. The Fund may invest an unlimited amount in unrated
fixed income securities, provided the Advisor believes such securities to be
comparable in quality to investment-grade securities (securities rated in the
fourth highest category or better by Moody's or S&P). See Appendix A for a
description of bond ratings. Securities rated below the fourth highest category
are commonly referred to as "junk bonds." Such securities are predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal. Investment in such securities normally involves a greater degree of
investment and credit risk than does investment in a high-rated security. In
addition, the market for such securities is less broad than the market for
higher-rated securities, which could affect their marketability. The market
prices of such securities tend to fluctuate more than the market prices of
higher-rated securities in response to changes in interest rates and economic
conditions. Moreover, with such securities, there is a greater possibility that
an adverse change in the financial condition of the issuer, particularly a
highly leveraged issuer, may affect its ability to make payments of principal
and interest.
Repurchase Agreements. The Fund may engage in repurchase agreements. Repurchase
agreements are agreements under which the Fund purchases a security from the
seller (a commercial bank or recognized securities dealer) which simultaneously
commits to repurchase the security from the Fund at an agreed upon price on an
agreed upon date within a number of days (usually not more than seven) from the
date of purchase. The resale price reflects the purchase price plus an agreed
upon market rate of interest that is unrelated to the coupon rate or maturity of
the purchased security. The Fund will engage in repurchase agreements only with
commercial banks or registered broker-dealers. The seller's obligation to
repurchase the security at the agreed-upon repurchase price, is, in effect,
secured by the value of the underlying security. All repurchase agreements are
fully collateralized and marked to market daily. There are some risks associated
with repurchase agreements. For instance, in the case of default by the seller,
the Fund could incur a loss or, if bankruptcy proceedings are commenced against
the seller, the Fund could incur costs and delays in liquidating the collateral.
When Issued and/or Delayed Delivery Securities. The Fund may purchase and sell
securities on a when-issued or delayed-delivery basis. When-issued or
delayed-delivery transactions arise when securities are purchased or sold by the
Fund, with payment and delivery taking place in the future in order to secure
what is considered to be an advantageous price and yield to the Fund at the time
of entering into the transaction. Such securities are subject to market
fluctuations, and no interest accrues to the Fund until the time of delivery.
The value of the securities may be less at the time of delivery than the value
of the securities when the commitment was made. When the Fund engages in
when-issued and delayed-delivery transactions, it relies on the buyer or seller,
as the case may be, to consummate the sale. Failure to do so may result in the
Fund missing the opportunity of obtaining a price or yield considered to be
advantageous. To the extent the Fund engages in when-issued and delayed-delivery
transactions, it will do so for the purpose of acquiring portfolio securities
consistent with its investment objective and policies, and not for the purpose
of investment leverage. The Fund may not commit more than 25% of its total
assets to the purchase of when-issued and delayed-delivery securities. A
separate account of liquid assets consisting of cash, U.S. Government securities
or other liquid securities equal to the value of any purchase commitment of the
Fund shall be maintained by the Fund's custodian until payment is made.
Illiquid Securities. The Fund may not invest more than 15% of its net assets in
illiquid securities, which may be difficult to sell promptly at an acceptable
price. This difficulty may result in a loss or be costly to the Fund.
Interest Rates. The Fund invests in debt securities. The market value of debt
securities that are sensitive to prevailing interest rates is inversely related
to actual changes in interest rates. That is, an interest rate decline produces
an increase in such a security's market value and an interest rate increase
produces a decrease in its value. The longer the remaining maturity of a
security, the greater the effect of an interest rate change. Changes in the
ability of an issuer to make payments of interest and principal and in the
market's perception of its creditworthiness also affect the market value of that
issuer's debt securities.
U.S. Government Securities. Although U.S. Government securities and high-quality
debt securities are issued or guaranteed by the U.S. Treasury or an agency or
instrumentality of the U.S. Government, not all U.S. Government securities are
backed by the full faith and credit of the United States. For example,
securities issued by the Federal Farm Credit Bank or by the Federal National
Mortgage Association are supported by the instrumentality's right to borrow
money from the U.S. Treasury under certain circumstances. On the other hand,
securities issued by the Student Loan Marketing Association are supported only
by the credit of the instrumentality.
Lending of Portfolio Securities. The Fund may loan portfolio securities to
broker-dealers or other institutional investors if at least 100% cash (or cash
equivalent) collateral is pledged and maintained by the borrower. The Fund
believes that the cash collateral minimizes the risk of lending their portfolio
securities. Such loans of portfolio securities may not be made, under current
lending arrangements, if the aggregate of such loans would exceed 10% of the
value of the Fund's total assets. If the borrower defaults, there may be delays
in recovery of loaned securities or even a loss of the securities loaned, in
which case the Fund would pursue the cash (or cash equivalent) collateral. While
there is some risk in lending portfolio securities, loans will be made only to
firms or broker-dealers deemed by the Advisor to be of good standing and will
not be made unless, in the judgment of the Advisor, the consideration to be
earned from such loans would justify the risk. For additional information, see
"Miscellaneous Investment Practices -- Securities Loans" in the Statement of
Additional Information.
Portfolio Turnover. The Fund generally does not trade in securities with the
goal of obtaining short-term profits, but when circumstances warrant, securities
will be sold without regard to the length of time the security has been held. A
higher portfolio turnover rate may involve correspondingly greater transaction
costs, which will be borne directly by the Fund, as well as additional realized
gains and/or losses to shareholders. The annual portfolio turnover rate of the
Fund may at times exceed 100%.
Portfolio turnover rates are shown in "The Fund's Financial History" above.
Other. The Fund may not always achieve its investment objective. The Fund's
investment objective and non-fundamental investment policies may be changed
without shareholder approval. The Fund's fundamental investment policies listed
in the Statement of Additional Information, cannot be changed without the
approval of a majority of the Fund's outstanding voting securities. Additional
information concerning certain of the securities and investment techniques
described above is contained in the Statement of Additional Information.
HOW THE FUND MEASURES ITS PERFORMANCE
Performance may be quoted in sales literature and advertisements. Each Class's
average annual total returns are calculated in accordance with the Securities
and Exchange Commission's formula and assume the reinvestment of all
distributions, the maximum initial sales charge on Class A shares and the
contingent deferred sales charge applicable to the time period quoted on Class B
and Class C shares. Other total returns differ from average annual total return
only in that they may relate to different time periods, may represent aggregate
as opposed to average annual total returns, and may not reflect the initial
sales charge or contingent deferred sales charges.
Each Class's yield, which differs from total return because it does not consider
changes in net asset value, is calculated in accordance with the Securities and
Exchange Commission's formula. Each Class's distribution rate is usually
calculated by dividing annual or annualized distributions, by the maximum
offering price on the last day of the period. Each Class's performance may be
compared to various indices. Quotations from various publications may be
included in sales literature and advertisements. See "Performance Measures" in
the Statement of Additional Information for more information. All performance
information is historical and does not predict future results.
The historical performance of Class A shares of the Fund for all periods is
based on the performance of the Fund's predecessor, restated to reflect the
sales charges applicable to Class A shares as set forth in the "Summary of
Expenses" above and assumes reinvestment of dividends and capital gains.
Historical performance as restated should not be interpreted as indicative of
the Fund's future performance. The average annual returns for the Fund's Class A
shares as of October 31, 1997 and June 30, 1998 would have been as follows:
10/31/97 6/30/98
[S] [C] [C]
1 year 1.60% 1.39%
3 years 5.16% 3.97%
5 years 4.74% 3.83%
10 years 6.44% 5.83%
Performance results reflect any voluntary waivers or reimbursement of Fund
expenses by the Advisor or its affiliates. Absent these waivers or
reimbursements, performance results would have been lower.
The total return for a newer class of shares (Classes B and C) includes
performance of the newer class of shares since it was offered for sale and the
performance for the oldest existing class of shares (Class A) from the date it
was offered for sale up to the date the new classes were offered for sale. See
"Performance Measures" in the Statement of Additional Information for additional
information on how these calculations are made.
HOW THE FUND IS MANAGED
The Trustees formulate the Fund's general policies and oversee the Fund's
affairs as conducted by the Advisor.
Liberty Funds Distributor, Inc. (Distributor), a subsidiary of the
Administrator, serves as the distributor for the Fund's shares. Liberty Funds
Services, Inc. (Transfer Agent), an affiliate of the Administrator, serves as
the shareholder services and transfer agent for the Fund. Each of the Advisor,
the Administrator, the Distributor and the Transfer Agent is an indirect
subsidiary of Liberty Financial Companies, Inc. (Liberty Financial), which, in
turn, is an indirect majority-owned subsidiary of Liberty Mutual Insurance
Company (Liberty Mutual). Liberty Mutual is considered to be the controlling
entity of the Advisor, the Administrator and their affiliates. Liberty Mutual is
an underwriter of workers' compensation insurance and a property and casualty
insurer in the U.S.
The Fund pays the Advisor a fee for its services that accrues daily and is
payable monthly. Fees are based on a percentage of the average daily net assets
of the Fund, as set forth below:
Net Asset Value Annual Rate
[S] [C]
First $100 million 0.55%
Next $400 million 0.50%
Amounts over $500 million 0.45%
The Fund's Advisor delegates certain of its administrative duties to the
Administrator.
James E. Crabbe is primarily responsible for the day-to-day management of the
Advisor. Mr. Crabbe is President and a Director of the Advisor.
The Fund is managed on a day-to-day basis by a team consisting of Garth R.
Nisbet and Paul C. Rocheleau. Mr. Nisbet joined the Advisor in April, 1995.
Between February, 1993 and March, 1995 Mr. Nisbet worked for Capital
Consultants, Inc. as a portfolio manager of its fixed income portfolio. Mr.
Rocheleau joined the Advisor in December, 1992.
The Administrator provides certain administrative and pricing and bookkeeping
services to the Fund for a monthly fee of $2,250 plus a percentage of the Fund's
average net assets over $50 million.
The Transfer Agent provides transfer agency and shareholder services to the Fund
for a monthly fee at the annual rate of 0.17% of the Fund's average daily net
assets plus certain out-of-pocket expenses.
Each of the foregoing fees is subject to any reimbursement or fee waiver to
which the Advisor and its affiliates may agree.
The Advisor places all orders for purchases and sales of portfolio securities.
In selecting broker-dealers, the Advisor may consider research and brokerage
services furnished by such broker-dealers to the Advisor and its affiliates. In
recognition of the research and brokerage services provided, the Advisor may
cause the Fund to pay the selected broker-dealer a higher commission than would
have been charged by another broker-dealer not providing such services.
Subject to seeking best execution, the Advisor may consider sales of shares of
the Fund (and of certain other funds advised by the Advisor, the Administrator
and their affiliates) in selecting broker-dealers for portfolio security
transactions.
YEAR 2000
The Fund's Advisor, Administrator, Distributor and Transfer Agent (Liberty
Companies) are actively coordinating, managing and monitoring Year 2000
readiness for the Fund. The Administrator is working within the Liberty
Companies and with vendors who provide services, software and systems to the
Fund to ensure 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 services, software and systems and believe that such
modifications will be completed on a timely basis prior to January 1, 2000. The
cost of these modifications will not affect the Fund. 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.
HOW THE FUND VALUES ITS SHARES
Per share net asset value is calculated by dividing the total value of each
Class's net assets by its number of outstanding shares. Shares of the Fund are
generally valued as of the close of regular trading of the New York Stock
Exchange (NYSE) (normally 4:00 p.m. Eastern time) each day the NYSE is open.
Portfolio securities for which market quotations are readily available are
valued at current market value. Short-term investments maturing in 60 days or
less are valued at amortized cost when the Advisor determines, pursuant to
procedures adopted by the Trustees, that such cost approximates current market
value. The Board of Trustees has adopted procedures to value at their fair value
all other securities.
DISTRIBUTIONS AND TAXES
The Fund intends to qualify as a "regulated investment company" under the
Internal Revenue Code and to distribute to shareholders net income and any net
realized gain annually.
Distributions are invested in additional shares of the same Class of the Fund at
net asset value unless the shareholder elects to receive cash. Regardless of the
shareholder's election, distributions of $10 or less will not be paid in cash to
shareholders but will be invested in additional shares of the same Class of the
Fund at net asset value. If a shareholder has elected to receive dividends
and/or capital gain distributions in cash and the postal or other delivery
service selected by the Transfer Agent is unable to deliver checks to the
shareholder's address of record, such shareholder's distribution option will
automatically be converted to having all dividend and other distributions
reinvested in additional shares. No interest will accrue on amounts represented
by uncashed distribution or redemption checks. To change your election, call the
Transfer Agent for information.
The Fund intends to pay "exempt interest dividends" to its shareholders.
Shareholders receiving distributions properly designated by the Fund as exempt
interest dividends representing net tax-exempt interest received on municipal
securities will not be required to include such distributions in their gross
income for federal income tax purposes. However, a portion of the interest
dividends earned by the Fund may be subject to the federal alternative minimum
tax. Distributions representing net taxable income of the Fund from sources
other than municipal securities, such as temporary investments and income from
securities loans, or capital gains, will be taxable to shareholders as ordinary
income.
The Fund anticipates that distributions which represent tax-exempt interest on
municipal securities issued by the State of Oregon and its political
subdivisions, agencies, authorities and instrumentalities will not be subject to
the Oregon personal income tax. However, it is expected that other types of
income received from the Fund will be subject to the Oregon personal income tax.
The Fund anticipates that corporations which are subject to the Oregon
corporation excise tax will be subject to that tax on all income from the Fund,
including income that is exempt from federal income taxes.
Shareholders of the Fund that are obligated to pay state or local taxes outside
Oregon may be required to pay such taxes on distributions from the Fund, even if
such distributions are exempt from federal and Oregon income taxes.
Interest on indebtedness incurred or continued by a shareholder to purchase or
carry shares of the Fund will not be deductible for federal income tax purposes.
Whether you receive taxable distributions in cash or in additional Fund shares,
you must report them as taxable income unless you are a tax-exempt institution.
If you buy shares shortly before a distribution is declared, the distribution
may be taxable although it is, in effect, a partial return of the amount
invested. Each January, information on the amount and nature of distributions
for the prior year is sent to shareholders.
HOW TO BUY SHARES
Shares of the Fund are offered continuously. Orders received in good form prior
to the time at which the Fund values its shares (or placed with the financial
service firm before such time and transmitted by the financial service firm
before the Fund processes that day's share transactions) will be processed based
on that day's closing net asset value, plus any applicable initial sales charge.
The minimum initial investment is $1,000; subsequent investments may be as small
as $50. The minimum initial investment for the Fundamatic program is $50; and
the minimum initial investment for retirement accounts sponsored by the
Distributor is $25. Certificates will not be issued for Class B or Class C
shares and there are some limitations on the issuance of Class A share
certificates. The Fund may refuse any purchase order for its shares. See the
Statement of Additional Information for more information.
Class A Shares. The Class A shares of the Fund are offered at net asset value
plus an initial sales charge as follows:
<PAGE>
Initial Sales Charge
--------------------------------------
Retained
by
Financial
Service
Firm
as % of as % of
-------------------------
Amount Offering Offering
Amount Purchased Invested Price Price
Less than $50,000 4.99% 4.75% 4.25%
$50,000 to less than
$100,000 4.71% 4.50% 4.00%
$100,000 to less than
$250,000 3.63% 3.50% 3.00%
$250,000 to less than
$500,000 2.56% 2.50% 2.00%
$500,000 to less than 2.04% 2.00% 1.75%
$1,000,000
$1,000,000 or more 0.00% 0.00% 0.00%
On purchases of $1 million or more, the Distributor pays the financial service
firm a cumulative commission as follows:
Amount Purchased Commission
[S] [C]
First $3,000,000 1.00%
Next $2,000,000 0.50%
Over $5,000,000 0.25%(1)
(1) Paid over 12 months but only to the extent the shares remain outstanding.
In determining the sales charge and commission applicable to a new purchase
under the above schedule, the amount of the current purchase is added to the
current value of shares previously purchased and still held by an investor. If a
purchase results in an account having a value from $1 million to $5 million,
then the portion of the shares purchased that caused the account's value to
exceed $1 million will be subject to a 1.00% contingent deferred sales charge,
payable to the Distributor, if redeemed within 18 months after the end of the
month in which the purchase was accepted. If the purchase results in an account
having a value in excess of $5 million, the contingent deferred sales charge
will not apply to the portion of the purchased shares comprising such excess
amount.
Class B Shares. Class B shares are offered at net asset value, without an
initial sales charge, subject to a 0.75% annual distribution fee for
approximately eight years (at which time they automatically convert to Class A
shares not bearing a distribution fee) and a declining contingent deferred sales
charge if redeemed within six years after purchase. As shown below, the amount
of the contingent deferred sales charge depends on the number of years after
purchase that the redemption occurs:
Years After Contingent Deferred
Purchase Sales Charge
0-1 5.00%
1-2 4.00%
2-3 3.00%
3-4 3.00%
4-5 2.00%
5-6 1.00%
More than 6 0.00%
Year one ends one year after the end of the month in which the purchase was
accepted and so on. The Distributor pays financial service firms a commission of
4.00% on purchases of the Fund's Class B shares.
Class C Shares. Class C shares are offered at net asset value and are subject to
a 0.75% annual distribution fee and a 1.00% contingent deferred sales charge on
redemptions made within one year after the end of the month in which the
purchase was accepted. The Distributor has voluntarily agreed to waive a portion
of the distribution fee so that it will not exceed 0.45% annually. This waiver
may be terminated by the Distributor at any time without shareholder approval.
The Distributor pays financial service firms an initial commission of 1.00% on
Class C share purchases and an ongoing commission of 0.35% annually, commencing
after the shares purchased have been outstanding for one year. Payment of the
ongoing commission is conditioned upon receipt by the Distributor of the 0.45%
annual distribution fee referred to above. The commission may be reduced or
eliminated by the Distributor at any time.
General. All contingent deferred sales charges are deducted from the amount
redeemed, not the amount remaining in the account, and are paid to the
Distributor. Shares issued upon distribution reinvestment and amounts
representing appreciation are not subject to a contingent deferred sales charge.
The contingent deferred sales charge is imposed on redemptions which result in
the account value falling below its Base Amount (the total dollar value of
purchase payments in the account reduced by prior redemptions on which a
contingent deferred sales charge was paid and any exempt redemptions). When a
redemption subject to a contingent deferred sales charge is made, generally,
older shares will be redeemed first unless the shareholder instructs otherwise.
See the Statement of Additional Information for more information.
Which Class is more beneficial to an investor depends on the amount and intended
length of the investment. Large investments, qualifying for a reduced Class A
sales charge, avoid the distribution fee. Investments in Class B shares have
100% of the purchase price invested immediately. Investors investing for a
relatively short period of time might consider Class C shares. Purchases of
$250,000 or more must be for Class A or Class C shares. Purchases of $1 million
or more must be for Class A shares.
Consult your financial service firm.
Financial service firms may receive different compensation rates for selling
different classes of shares. The Distributor may pay additional compensation to
financial service firms which have made or may make significant sales. See the
Statement of Additional Information for more information.
Special Purchase Programs. The Fund allows certain investors or groups of
investors to purchase shares with reduced or without initial or contingent
deferred sales charges. These programs are described in the Statement of
Additional Information under "Programs for Reducing or Eliminating Sales
Charges."
Class A shares of the Fund may also be purchased at net asset value by (i)
shareholders of any predecessor Crabbe Huson Fund with an open account on
October 16, 1998, and (ii) investment advisors or financial planners who have
entered into agreements with the Distributor (or who maintain a master account
with a broker or agent that has entered into such an agreement) and who charge a
management, consulting or other fee for their services, and clients of such
investment advisors or financial planners who place trades for their own
accounts, if the accounts are linked to the master account of such investment
advisor or financial planner on the books and records of the broker or agent.
Investors may be charged a fee if they effect transactions in the Fund's shares
through a broker or agent.
Shareholder Services and Account Fees. A variety of shareholder services are
available. For more information about these services or your account, call
1-800-345-6611. Some services are described in the attached account application.
A shareholder's manual explaining all available services will be provided upon
request.
In June of any year, the Fund may deduct $10 (payable to the Transfer Agent)
from accounts valued at less than $1,000 unless the account value has dropped
below $1,000 solely as a result of share value depreciation. Shareholders will
receive 60 days' written notice to increase the account value before the fee is
deducted. The Fund may deduct annual maintenance and processing fees (payable to
the Transfer Agent) in connection with certain retirement plan accounts
sponsored by the Distributor. See "Special Purchase Programs/Investor Services"
in the Statement of Additional Information for more information.
HOW TO SELL SHARES
Shares of the Fund may be sold on any day the NYSE is open, either directly to
the Fund or through your financial service firm. Sale proceeds generally are
sent within seven days (usually on the next business day after your request is
received in good form). However, for shares recently purchased by check, the
Fund will delay sending proceeds for 15 days in order to protect the Fund
against financial losses and dilution in net asset value caused by dishonored
purchase payment checks. To avoid delay in payment, investors are advised to
purchase shares unconditionally, such as by certified check or other immediately
available funds.
Selling Shares Directly To The Fund. Send a signed letter of instruction or
stock power form to the Transfer Agent, along with any certificates for shares
to be sold. The sale price is the net asset value (less any applicable
contingent deferred sales charge) next calculated after the Fund receives the
request in proper form. Signatures must be guaranteed by a bank, a member firm
of a national stock exchange or another eligible guarantor institution. Stock
power forms are available from financial service firms, the Transfer Agent and
many banks. Additional documentation is required for sales by corporations,
agents, fiduciaries, surviving joint owners and individual retirement account
holders. For details contact:
Liberty Funds Services, Inc.
P.O. Box 1722
Boston, MA 02105-1722
1-800-345-6611
Selling Shares Through Financial Service Firms. Financial service firms must
receive requests prior to the time at which the Fund values its shares to
receive that day's price, are responsible for furnishing all necessary
documentation to the Transfer Agent and may charge for this service.
General. The sale of shares is a taxable transaction for income tax purposes and
may be subject to a contingent deferred sales charge. The contingent deferred
sales charge may be waived under certain circumstances. See the Statement of
Additional Information for more information. Under unusual circumstances, the
Fund may suspend repurchases or postpone payment for up to seven days or longer,
as permitted by federal securities law. No interest will accrue on amounts
represented by uncashed distribution or redemption checks.
HOW TO EXCHANGE SHARES
Except as described below with respect to money market funds, Fund shares may be
exchanged at net asset value for shares of other mutual funds distributed by the
Distributor, including funds advised by the Advisor, the Administrator and their
affiliates. Generally, such exchanges must be between the same classes of
shares. Consult your financial service firm or the Transfer Agent for
information regarding what funds are available.
Shares will continue to age without regard to the exchange for purposes of
conversion and in determining the contingent deferred sales charge, if any, upon
redemption. Carefully read the prospectus of the fund into which the exchange
will go before submitting the request. Call 1-800-426-3750 to receive a
prospectus. Call 1-800-422-3737 to exchange shares by telephone. An exchange is
a taxable capital transaction. The exchange service may be changed, suspended or
eliminated on 60 days' written notice. The Fund will terminate the exchange
privilege as to a particular shareholder if the Advisor determines, in its sole
and absolute discretion, that the shareholder's exchange activity is likely to
adversely impact the Advisor's ability to manage the Fund's investments in
accordance with its investment objective or otherwise harm the Fund or its
remaining shareholders.
Class A Shares. An exchange from a money market fund into a non-money market
fund will be at the applicable offering price next determined (including sales
charge), except for amounts on which an initial sales charge was paid. Non-money
market fund shares must be held for five months before qualifying for exchange
to a fund with a higher sales charge, after which exchanges are made at the net
asset value next determined.
Class B Shares. Exchanges of Class B shares are not subject to the contingent
deferred sales charge. However, if shares are redeemed within six years after
the original purchase, a contingent deferred sales charge will be assessed using
the schedule of the fund in which the original investment was made.
Class C Shares. Exchanges of Class C shares are not subject to the contingent
deferred sales charge. However, if shares are redeemed within one year after the
original purchase, a 1.00% contingent deferred sales charge will be assessed.
Only one "round-trip" exchange of the Fund's Class C shares may be made per
three-month period, measured from the date of the initial purchase. For example,
an exchange from Fund X to Fund Y and back to Fund X would be permitted only
once during each three-month period.
TELEPHONE TRANSACTIONS
All shareholders and/or their financial advisors are automatically eligible to
exchange Fund shares and redeem up to $100,000 of the Fund's shares by calling
1-800-422-3737 toll-free any business day between 9:00 a.m. 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. Redemptions may also be accomplished by writing a
check against the account for funds which permit checkwriting. Each check
written against the account is limited to a maximum of $100,000. Telephone
redemption privileges may be elected on the account application. The Transfer
Agent will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine and may be liable for losses related to
unauthorized or fraudulent transactions in the event reasonable procedures are
not employed. Such procedures include restrictions on where proceeds of
telephone redemptions may be sent, limitations on the ability to redeem by
telephone shortly after an address change, recording of telephone lines and
requirements that the redeeming shareholder and/or his or her financial advisor
provide certain identifying information. Shareholders and/or their financial
advisors wishing to redeem or exchange shares by telephone may experience
difficulty in reaching the Fund at its toll-free telephone number during periods
of drastic economic or market changes. In that event, shareholders and/or their
financial advisors should follow the procedures for redemption or exchange by
mail as described above under "How to Sell Shares." The Advisor, the
Administrator, the Transfer Agent and each Fund reserve the right to change,
modify or terminate the telephone redemption or exchange services at any time
upon prior written notice to shareholders. Shareholders and/or their financial
advisors are not obligated to transact by telephone.
12B-1 PLAN
Under its 12b-1 Plan, the Fund pays the Distributor monthly a service fee at an
annual rate of 0.25% of the Fund's net assets attributed to Class A, Class B and
Class C shares. The Fund's 12b-1 Plan also requires the Fund to pay the
Distributor monthly a distribution fee at an annual rate of 0.75% of the average
daily net assets attributed to its Class B and Class C shares. The Distributor
has voluntarily agreed to waive a portion of the Class C share distribution fee
so that it does not exceed 0.45% annually. The Distributor may terminate this
waiver at any time without shareholder approval. Because the Class B and Class C
shares bear additional distribution fees, their dividends will be lower than the
dividends of Class A shares. Class B shares automatically convert to Class A
shares, approximately eight years after the Class B shares were purchased. Class
C shares do not convert. The multiple class structure could be terminated should
certain Internal Revenue Service rulings be rescinded. See the Statement of
Additional Information for more information. The Distributor uses the fees to
defray the cost of commissions and service fees paid to financial service firms
which have sold Fund shares, and to defray other expenses such as sales
literature, prospectus printing and distribution, shareholder servicing costs
and compensation to wholesalers. Should the fees exceed the Distributor's
expenses in any year, the Distributor would realize a profit. The Fund's Plan
also authorizes other payments to the Distributor and its affiliates (including
the Advisor and the Administrator) which may be construed to be indirect
financing of sales of Fund shares.
ORGANIZATION AND HISTORY
The Trust is a Massachusetts business trust organized in 1986. Each Fund
represents the entire interest in a separate portfolio of the Trust.
The Trust is not required to hold annual shareholder meetings, but special
meetings may be called for certain purposes. Shareholders receive one vote for
each Fund share. Shares of the Fund and any other series of the Trust that may
be in existence from time to time generally vote together except when required
by law to vote separately by fund or by class. Shareholders owning in the
aggregate ten percent of Trust shares may call meetings to consider removal of
Trustees. Under certain circumstances, the Trust will provide information to
assist shareholders in calling such a meeting. See the Statement of Additional
Information for more information.
The Fund is a successor series to a corresponding series of the former Crabbe
Huson Funds, a Delaware business trust organized in 1995. On September 30, 1998,
the shareholders of the Fund's predecessor series approved an Agreement and Plan
of Reorganization pursuant to which the predecessor series was reorganized as a
separate series of the Trust. At the closing of the reorganization, shareholders
of the predecessor series received Class A shares of the successor series equal
in net asset value to the shares of the predecessor series they held.
<PAGE>
APPENDIX A
DESCRIPTION OF BOND RATINGS
S&P
AAA bonds have the highest rating assigned by S&P. The obligor's capacity to
meet its financial commitment on the obligation is extremely strong.
AA bonds differ from the highest rated obligations only in small degree. The
obligor's capacity to meet its financial commitment on the obligation is very
strong.
A bonds are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher rated
categories. However, the obligor's capacity to meet its financial commitment on
the obligation is still strong.
BBB bonds exhibit adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC and CC bonds are regarded as having significant speculative
characteristics. BB indicates the least degree of speculation and C the highest.
While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.
BB bonds are less vulnerable to non-payment than other speculative issues.
However, they face major ongoing uncertainties or exposure to adverse business,
financial, or economic conditions which could lead to the obligor's inadequate
capacity to meet its financial commitment on the obligation.
B bonds are more vulnerable to nonpayment than obligations rated BB, but the
obligor currently has the capacity to meet its financial commitment on the
obligation. Adverse business, financial, or economic conditions will likely
impair the obligor's capacity or willingness to meet its financial commitment on
the obligation.
CCC bonds are currently vulnerable to nonpayment, and are dependent upon
favorable business, financial, and economic conditions for the obligor to meet
its financial commitment on the obligation. In the event of adverse business,
financial, or economic conditions, the obligor is not likely to have the
capacity to meet its financial commitment on the obligation.
CC bonds are currently highly vulnerable to nonpayment.
C ratings may be used to cover a situation where a bankruptcy petition has been
filed or similar action has been taken, but payments on this obligation are
being continued.
D bonds are in payment default. The D rating category is used when payments on
an obligation are not made on the date due even if the applicable grace period
has not expired, unless S&P believes that such payments will be made during such
grace period. The D rating also will be used upon the filing of a bankruptcy
petition or the taking of a similar action if payments on an obligation are
jeopardized.
Plus (+) or minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
r This symbol is attached to the rating of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk -- such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.
MOODY'S
Aaa bonds are judged to be of the best quality. They carry the smallest degree
of investment risk and are generally referred to as "gilt edge". Interest
payments are protected by a large or by an exceptionally stable margin and
principal is secure. While various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues.
Aa bonds are judged to be of high quality by all standards. Together with Aaa
bonds they comprise what are generally known as high grade bonds. They are rated
lower than the best bonds because margins of protection may not be as large as
in Aaa securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A bonds possess many favorable investment attributes and are to be considered as
upper-medium-grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present which suggest a
susceptibility to impairment some time in the future.
Baa bonds are considered as medium grade obligations (i.e., they are neither
highly protected nor poorly secured). Interest payments and principal security
appear adequate for the present but certain protective elements may be lacking
or may be characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have speculative
characteristics as well.
Ba bonds are judged to have speculative elements; their future cannot be
considered as well secured. Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.
B bonds generally lack characteristics of the desirable investment. Assurance of
interest and principal payments or of maintenance of other terms of the contract
over any long period of time may be small.
Caa bonds are of poor standing. Such issues may be in default or there may be
present elements of danger with respect to principal or interest.
Ca bonds represent obligations which are speculative in a high degree. Such
issues are often in default or have other marked shortcomings.
C bonds are the lowest rated class of bonds and issues so rated can be regarded
as having extremely poor prospects of ever attaining any real investment
standing.
Conditional Ratings. Bonds for which the security depends upon the completion of
some act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operating experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting
conditions attach. Parenthetical rating denotes probable credit stature upon
completion of construction or elimination of basis of condition.
Note: Those bonds in the Aa, A, Baa, Ba, and B groups which Moody's believes
possess the strongest investment attributes are designated by the symbols Aa 1,
A 1, Baa 1, Ba 1, and B 1.
APPENDIX B
HEDGING INSTRUMENTS:
Options on Debt Securities--A call option is a short-term contract pursuant to
which the purchaser of the option, in return for a premium, has the right to buy
the security underlying the option at a specified price at any time during the
term of the option. The writer of the call option, who receives the premium, has
the obligation, upon exercise of the option during the option term, to deliver
the underlying security against payment of the exercise price. A put option is a
similar contract that gives its purchaser, in return for a premium, the right to
sell the underlying security at a specified price during the option term. The
writer of the put option, who receives the premium, has the obligation, upon
exercise of the option during the option term, to buy the underlying security at
the exercise price.
Interest Rate Futures Contracts--Interest rate futures contracts are bilateral
agreements pursuant to which one party agrees to make, and the other party
agrees to accept, delivery of a specified type of debt security at a specified
future time and at a specified price. Although such futures contracts by their
terms call for actual delivery or acceptance of debt securities, in most cases
the contracts are closed out before the settlement date without the making or
taking of delivery.
Options on Futures Contracts--Options on futures contracts are similar to
options on securities or currency, except that an option on a futures contract
gives the purchaser the right, in return for the premium, to assume a position
in a futures contract (a long position if the option is a call and a short
position if the option is a put), rather than to purchase or sell a security or
currency, at a specified price at any time during the option term. Upon exercise
of the option, the delivery of the futures position to the holder of the option
will be accompanied by delivery of the accumulated balance that represents the
amount by which the market price of the futures contract exceeds, in the case of
a call, or is less than, in the case of a put, the exercise price of the option
on the future. The writer of an option, upon exercise, will assume a short
position in the case of a call and a long position in the case of a put.
Purchase of these financial instruments allows the Advisor to hedge against
changes in market conditions.
See "Puts, Call Options and Futures Contracts" above for a discussion of risks
associated with hedging instruments.
<PAGE>
Investment Advisor
Crabbe Huson Group, Inc.
121 S.W. Morrison, Suite 1400
Portland, OR 97204
Administrator
Colonial Management Associates, Inc.
One Financial Center
Boston, MA 02111-2621
Distributor
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
Custodian
State Street Bank & Trust Company
225 Franklin Street
Boston, MA 02110
Shareholder Services and Transfer Agent
Liberty Funds Services, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-345-6611
Independent Auditors
KPMG Peat Marwick LLP
99 High Street
Boston, MA 02110
Legal Counsel
Ropes & Gray
One International Place
Boston, MA 02110-2624
Your financial service firm is:
Printed in U.S.A.
October 19, 1998
CRABBE HUSON OREGON TAX-FREE FUND
PROSPECTUS
Crabbe Huson Oregon Tax-Free Fund seeks to provide as high a level of income
exempt from federal and Oregon income taxes as is consistent with prudent
investment management and the preservation of capital.
For more detailed information about the Fund, call the Distributor at
1-800-426-3750 for the October 19, 1998 Statement of Additional Information.
- ----------------------------- ------------------------------
NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE
- ----------------------------- ------------------------------
COLONIAL TRUST III
Cross Reference Sheet
(Crabbe Huson Contrarian Income Fund, Class I)
(Crabbe Huson Small Cap Fund, Class I)
(Crabbe Huson Managed Income & Equity Fund, Class I)
(Crabbe Huson Equity Fund, Class I)
<TABLE>
<CAPTION>
<S> <C>
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Cover Page
2. Summary of Expenses
3. The Funds' Financial History
4. Organization and History; The Funds' Investment
Objectives; How the Funds Pursue their Objectives and
Certain Risk Factors
5. Cover Page; How the Funds are Managed; Organization and
History; Back Cover
6. Organization and History; Distributions and Taxes; How to
Buy Shares
7. Summary of Expenses; How to Buy Shares; How the Funds
Value their Shares; Cover Page; Back Cover
8. Summary of Expenses; How to Sell Shares; How to Exchange
Shares; Telephone Transactions
9. Not Applicable
</TABLE>
October 19, 1998
CRABBE HUSON SMALL CAP FUND
CRABBE HUSON EQUITY FUND
CRABBE HUSON MANAGED
INCOME & EQUITY FUND
CRABBE HUSON CONTRARIAN
INCOME FUND
CLASS I SHARES
PROSPECTUS
Colonial Management Associates, Inc. (Administrator) and your full-service
financial advisor want you to understand both the risks and benefits of mutual
fund investing.
While mutual funds offer significant opportunities and are professionally
managed, they also carry risks including possible loss of principal. Unlike
savings accounts and certificates of deposit, mutual funds are not insured or
guaranteed by any financial institution or government agency.
Please consult your full-service financial advisor to determine how investing in
this mutual fund may suit your unique needs, time horizon and risk tolerance.
Crabbe Huson Small Cap Fund (Small Cap Fund) seeks to provide long-term capital
appreciation.
Crabbe Huson Equity Fund (Equity Fund) seeks to provide long-term capital
appreciation.
Crabbe Huson Managed Income & Equity Fund (Managed Fund) seeks preservation of
capital, capital appreciation and income.
Crabbe Huson Contrarian Income Fund (Income Fund) seeks to provide the highest
level of current income that is consistent with preservation of capital.
Each of the Funds is a diversified portfolio of Colonial Trust III (Trust), an
open-end management investment company and is managed by Crabbe Huson Group,
Inc. (Advisor), successor to an investment advisory firm founded in 1980 and an
affiliate of the Administrator.
This Prospectus explains concisely what you should know before investing in the
Class I shares of a Fund. Read it carefully and retain it for future reference.
More detailed information about the Funds is in the October 19, 1998 Statement
of Additional Information which has been filed with the Securities and Exchange
CH-01/049G-1098
Commission and is obtainable free of charge by calling the Administrator at
1-800-426-3750. The Statement of Additional Information is incorporated by
reference in (which means it is considered to be a part of) this Prospectus.
Class I shares may be purchased only by pension and profit sharing plans,
employee benefit trusts, endowments, foundations and corporations and high net
worth individuals, or through certain broker-dealers, financial institutions and
other financial intermediaries which have entered into agreements with a Fund,
and which invest a minimum of $1 million.
Although each Fund is offering only its own shares and is not participating in
the sale of the shares of the other Funds, it is possible that a Fund might
become liable for any misstatement, inaccuracy or incomplete disclosure in the
Prospectus concerning another Fund.
An investment in a Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
Contents Page
Summary of Expenses 2
The Funds' Financial History 3
The Funds' Investment Objectives 6
How the Funds Pursue their Objective and
Certain Risk Factors 6
Investment Techniques and Additional
Risk Factors 7
How the Funds Measure their Performance 12
How the Funds are Managed 12
Year 2000 13
How the Funds Value their Shares 13
Distributions and Taxes 14
How to Buy Shares 14
How to Sell Shares 14
How to Exchange Shares 15
Telephone Transactions 15
Organization and History 15
Appendix A 17
Appendix B 18
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 Funds.
- ----------------------------- --------------------------
NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE
- ----------------------------- --------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
SUMMARY OF EXPENSES
Expenses are one of several factors to consider when investing in a Fund. The
following tables summarize your maximum transaction costs and your annual
expenses for an investment in the Class I shares of a Fund. See "How the Funds
are Managed" for more complete descriptions of each Fund's various costs and
expenses.
Shareholder Transaction Expenses(1)(2)
Maximum Initial Sales Charge Imposed on a Purchase
(as a % of offering price) 0.00%
Maximum Contingent Deferred Sales Charge
(as a % of offering price) 0.00%
(1) For accounts less than $1,000 an annual fee of $10 may be deducted. See "How
to Buy Shares."
(2) Redemption proceeds exceeding $500 sent via federal fund wire will be
subject to a $7.50 charge per transaction.
Annual Operating Expenses (as a % of average net assets)
<TABLE>
<CAPTION>
Small Cap Fund Equity Fund
<S> <C> <C>
Management fee 0.88% 0.83%
12b-1 fees 0.00 0.00
Other expenses 0.08 0.10
---- ----
Total operating expenses (3) 0.96% 0.93%
==== ====
Managed Fund Income Fund
<S> <C> <C>
Management fee (after fee waiver) (3) 0.73% 0.00%(4)
12b-1 fees 0.00 0.00
Other expenses (after expense reimbursement) (3) 0.18 0.80(4)
---- ----
Total operating expenses (after fee waiver and
expense reimbursement) (3) 0.91% 0.80%(4)
==== ====
</TABLE>
(3) The Advisor has voluntarily agreed to waive a portion of its Management
fee (and to reimburse expenses, if applicable) so that Total operating
expenses do not exceed 1.00% for the Small Cap, Equity and Managed Funds
and 0.80% for the Income Fund per annum of the respective Fund's net asset
value.
(4) Had the fee waiver and expense reimbursement referred to above not been
made, the Income Fund's Management fee would be 0.80%, estimated Other
expenses would be 1.39% and estimated Total operating expenses would be
2.19%. Since Income Fund did not offer Class I shares prior to the date of
this Prospectus, expenses are estimated based on Class A share expenses.
Example
The following Examples show the cumulative transaction and operating expenses
attributable to a hypothetical $1,000 investment in the Class I shares of the
Funds for the periods specified, assuming a 5% annual return with or without
redemption at period end. This Example uses the fees and expenses in the table
above and, as they relate to the Income Fund, give effect to the fee waiver and
expense reimbursement described above. The 5% return and expenses used in this
Example should not be considered indicative of actual or expected Fund
performance or expenses, both of which will vary:
<TABLE>
<CAPTION>
Small Cap Fund Equity Fund
Period:
<S> <C> <C>
1 year $ 10 $ 9
3 years 31 30
5 years 53 51
10 years 118 114
Managed Fund Income Fund
Period:
<S> <C> <C>
1 year $ 9 $ 8
3 years 29 26
5 years 50 44
10 years 112 99
</TABLE>
<PAGE>
THE FUNDS' FINANCIAL HISTORY
The following information for a share outstanding through October 31, 1997 has
been audited by KPMG Peat Marwick LLP, each Fund's independent auditors, whose
report dated December 3, 1997 is incorporated by reference into the Funds'
Statement of Additional Information. Prior to the date of this Prospectus, each
Fund's (other than Income Fund's) Class I shares were known as the
"Institutional Class". Prior to the date of this Prospectus, no Class I shares
were offered by the Income Fund. On the date of this Prospectus, the Crabbe
Huson Asset Allocation Fund and Crabbe Huson Income Fund each changed their
names to Crabbe Huson Managed Income & Equity Fund and Crabbe Huson Contrarian
Income Fund, respectively.
<TABLE>
<CAPTION>
CRABBE HUSON SMALL CAP FUND - Class I
------------------------------------------------------
(Unaudited)
Period Ended Year Ended Period Ended
---------------- --------------------------------
4/30/98 10/31/97 10/31/96 (a)
---------------- --------------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period $15.53 $11.01 $11.05
INCOME FROM INVESTMENT OPERATIONS
Net investment income (0.01) 0.07 0.00
Net realized and unrealized gain (loss) on Investments (0.07) 4.62 (0.04)
------ ---- ------
Total from Investment Operations (0.08) 4.69 (0.04)
LESS DISTRIBUTIONS
Distributions from Net Investment Income 0.01 0.03 0.00
Distributions in Excess of Net Investment Income 0.05 0.00 0.00
Distributions from Capital Gains 1.24 0.14 0.00
---- ---- ----
Total Distributions 1.30 0.17 0.00
---- ---- ----
Net Asset Value, End of Period $14.15 $15.53 $11.01
====== ====== ======
Total Return 46.00% 43.11% (0.36)%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's) $111,974 $71,655 $1,514
Ratio of Expenses to Average Net Assets 1.00%(b)(c) 1.00%(b) 1.00%(b) (c)
Ratio of Net Investment Income to Average Net Assets (0.13)%(c)% 0.60% (0.43)%(c)%
Portfolio Turnover Rate 9.17% 65.11% 39.34%
Average Commission Rate (d) $0.0357 $0.0363 $0.0275
Average Number of Shares Outstanding 9,483,973 * --- ---
Amount of Debt Outstanding $0 --- ---
Average Amount of Debt Outstanding During the Period $19,983 * --- ---
Average Amount of Debt Per Share During the Period $0.00 --- ---
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets 1.14%(b)(c) 1.28%(b) 3.55%(b) (c)
Ratio of Net Investment Income to Average Net Assets 0.27%(c) 0.32% (2.98)%(c)%
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets 1.00%(c) 1.00% 1.00%(c)
Ratio of Net Investment Income to Average Net Assets (0.13)%(c)% 0.60% -0.43%(c)
</TABLE>
Footnotes appear on page 5.
<PAGE>
THE FUNDS' FINANCIAL HISTORY (CONT'D)
<TABLE>
<CAPTION>
CRABBE HUSON EQUITY FUND - Class I
------------------------------------------------------
(Unaudited)
Period Ended Year Ended Period Ended
---------------- --------------------------------
4/30/98 10/31/97 10/31/96 (f)
---------------- --------------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period $23.40 $19.51 $19.82
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.10 0.21 0.00
Net realized and unrealized gain (loss) on Investments 2.43 5.31 (0.31)
---- ---- ------
Total from Investment Operations 2.53 5.52 (0.31)
LESS DISTRIBUTIONS
Distributions from Net Investment Income 0.15 0.09 0.00
Distributions from Capital Gains 4.74 1.54 0.00
---- ---- ----
Total Distributions 4.89 1.63 0.00
---- ---- ----
Net Asset Value, End of Period $21.04 $23.40 $19.51
====== ====== ======
Total Return 14.08% 30.35% (1.56)%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's) $33,685 $24,084 $4,415
Ratio of Expenses to Average Net Assets 1.00%(b)(c) 1.00%(b) 1.00%(b) (c)
Ratio of Net Investment Income to Average Net Assets 0.95%(c) 0.71% 0.15%(c)
Portfolio Turnover Rate 74.30% 128.65% 117.00%
Average Commission Rate (d) $0.0572 $0.0537 $0.0530
Average Number of Shares Outstanding (Composite) 21,949,236 * 19,623,834 * ---
Amount of Debt Outstanding --- --- ---
Average Amount of Debt Outstanding During the Period $47,731 * $21,750 * ---
Average Amount of Debt Per Share During the Period $0.00 $0.00 ---
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets 1.13%(b)(c) 1.23%(b) 1.58%(b) (c)
Ratio of Net Investment Income to Average Net Assets 82.00(c) 48.00% (0.43)%(c)%
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets 1.00%(c) 1.00% 1.00%(c)
Ratio of Net Investment Income to Average Net Assets 0.95%(c) 0.71% 0.15%(c)
</TABLE>
Footnotes appear on page 5.
<PAGE>
THE FUNDS' FINANCIAL HISTORY (CONT'D)
<TABLE>
CRABBE HUSON MANAGED INCOME & EQUITY FUND - Class I
------------------------------------------------------
(Unaudited)
Period Ended Year Ended Period Ended
---------------- --------------------------------
4/30/98 10/31/97 10/31/96 (e)
---------------- --------------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period $14.94 $13.39 $13.38
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.20 0.42 0.01
Net realized and unrealized gain (loss) on Investments 1.06 2.24 0.08
---- ---- ----
Total from Investment Operations 1.26 2.66 0.09
LESS DISTRIBUTIONS
Distributions from Net Investment Income 0.17 0.37 0.08
Distributions from Capital Gains 1.80 0.74 0.00
---- ---- ----
Total Distributions 1.97 1.11 0.08
---- ---- ----
Net Asset Value, End of Period $14.23 $14.94 $13.39
====== ====== ======
Total Return 9.65% 21.18% 0.59%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's) $36,536 $28,598 $2,526
Ratio of Expenses to Average Net Assets 1.00%(c) 1.00%(b) 1.00%(b) (c)
Ratio of Net Investment Income to Average Net Assets 2.75%(c) 2.70% 2.87%(c)
Portfolio Turnover Rate 58.19% 118.65% 252.29%
Average Commission Rate (d) $0.0566 $0.0529 $0.0536
Average Number of Shares Outstanding (Composite) 9,685,020 * 8,772,675 * ---
Amount of Debt Outstanding --- --- ---
Average Amount of Debt Outstanding During the Period --- $3,460 ---
Average Amount of Debt Per Share During the Period $0.00 $0.00 ---
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED
Ratio of Expenses to Average Net Assets 1.23%(c) 1.42%(b) 2.00%(b) (c)
Ratio of Net Investment Income to Average Net Assets 2.52%(c) 2.28% 1.87%(c)
RATIOS NET OF FEES PAID INDIRECTLY
Ratio of Expenses to Average Net Assets 1.00%(c) 1.00% 1.00%(c)
Ratio of Net Investment Income to Average Net Assets 2.75%(c) 2.70% 2.87%(c)
</TABLE>
(a) Commencement of operations - 10/10/96.
(b) Ratios include expenses indirectly through directed brokerage and certain
expense offset arrangements.
(c) Computed on an annualized basis.
(d) Disclosure of the average commission rate paid relates to the purchase and
sale of investment securities and is required for funds that invest greater
than 10% of average net assets in equity transactions. This disclosure is
required for fiscal periods beginning on or after September 1, 1995.
(e) Commencement of operations - 10/28/96.
(f) Commencement of operations - 10/3/96.
* Computed on a daily basis.
Further performance information is contained in the Funds' Annual Report to
shareholders, which is obtainable free of charge by calling 1-800-426-3750.
<PAGE>
THE FUNDS' INVESTMENT OBJECTIVES
The Small Cap Fund seeks to provide long-term capital appreciation.
The Equity Fund seeks to provide long-term capital appreciation.
The Managed Fund seeks preservation of capital, capital appreciation and income.
The Income Fund seeks to provide the highest level of current income that is
consistent with preservation of capital.
HOW THE FUNDS PURSUE THEIR OBJECTIVES AND CERTAIN RISK FACTORS
The Equity, Small Cap and Managed Funds each follows a basic value, contrarian
approach in selecting stocks for its portfolio. This approach puts primary
emphasis on security price, balance sheet and cash flow analysis and on the
relationship between the market price of a security and its estimated intrinsic
value as a share of an ongoing business. The basic value contrarian approach is
based on the Advisor's belief that the securities of many companies often sell
at a discount from the securities' estimated intrinsic value. These Funds
attempt to identify and invest in such undervalued securities in the hope that
their market price will rise to their estimated intrinsic value. This approach,
while not unique, contrasts with certain other investment styles, which rely
upon market timing, technical analysis, earnings forecasts, or economic
predictions.
The Small Cap Fund seeks long-term growth of capital by investing in a
diversified portfolio of selected domestic and foreign securities. The Fund will
invest principally in common stocks and, secondarily, preferred stocks and
bonds. The production of current income is secondary to the primary objective.
The Fund seeks to invest up to 100%, and under normal conditions at least 65%,
of its total assets in securities of companies that have small market
capitalization (under $1 billion).
Investments in companies with small market capitalization may involve greater
risk and volatility than more traditional equity investments due to their more
limited product lines, reduced market liquidity for the trading of their shares
and less depth in management than more established companies. The Small Cap Fund
does not, by itself, constitute a balanced investment program. It may be
appropriate for persons who are in a financial position to assume above average
risk and share price volatility over time and who have a longer term investment
horizon or perspective.
The Equity Fund seeks long-term capital appreciation. The Fund will seek to
achieve this objective by investing, under normal conditions, at least 65% of
its total assets in common stocks. It will focus its investments in widely and
actively traded stocks with medium (from $1 billion to $3 billion) and large (in
excess of $3 billion) market capitalizations.
The Fund will purchase and hold for investment common stock, and may also
purchase convertible and nonconvertible preferred stocks and bonds or
debentures. These securities will not be considered common stock for purposes of
the 65% limitation referenced above. The Fund may be appropriate only for
investors who have a longer term investment horizon or perspective.
The Managed Fund seeks preservation of capital, capital appreciation and income.
The Fund seeks to achieve these objectives by a flexible policy of investing in
a select portfolio of common stocks, fixed income securities, cash or cash
equivalents. Depending upon economic and market conditions, the Fund may invest
as little as 20%, or as much as 75%, of its portfolio in common stocks. The
Advisor will purchase common stocks which, in its opinion, have the greatest
potential for capital appreciation. The remaining portion of the portfolio will
be invested in fixed income securities, cash or cash equivalents. The fixed
income securities that the Fund will invest in consist of corporate debt
securities (bonds, debentures and notes), asset-backed securities, bank
obligations, collateralized bonds, loan and mortgage obligations, commercial
paper, preferred stocks, repurchase agreements, savings and loan obligations and
U.S. Government and agency obligations. There are no limitations on the average
maturity of the Fund's portfolio of fixed income securities. Securities will be
selected on the basis of the Advisor's assessment of interest rate trends and
the liquidity of various instruments under prevailing market conditions. The
Fund may invest up to 35% of its total assets in fixed income securities that
are either unrated or are rated less than Baa by Moody's Investors Service
(Moody's) or BBB by Standard & Poor's Corporation (S&P), or in commercial paper
that is rated less than B-1 by Moody's or A- by S&P. However, not more than 5%
of the Fund's total assets may be invested in fixed income securities that are
unrated (including convertible securities).
Many factors will be considered in determining what portion of the portfolio
will be invested in stocks, fixed income securities, or cash and cash
equivalents. The Advisor will constantly monitor and adjust its weighting of
investments in any particular area to adapt to changing market and economic
conditions. Under normal market conditions, the Fund generally expects to invest
its net assets as follows: 30% to 55% in fixed income securities; 25% to 60% in
common stocks; and 5% to 30% in cash, cash equivalents or other money market
instruments. Furthermore, the Fund may take advantage of opportunities to earn
short-term profits if the Advisor believes that such a strategy will benefit the
Fund's overall objective in light of the increased tax and brokerage expenses
associated with such a strategy.
The Income Fund seeks a high level of current income by investing in a
diversified portfolio of fixed income securities (such as bonds and notes of
corporate and government issuers) and preferred or convertible preferred stock
while, at the same time, attempting to preserve capital by varying the overall
average maturity of the Fund's portfolio.
There are no limitations on the average maturity of the Fund's portfolio. In
general, the Advisor will seek to adjust the average maturity of the Fund's
portfolio in response to changes in interest rates.
The Fund invests in a variety of fixed income securities, including domestic and
foreign corporate bonds, debentures, convertible bonds and debentures, foreign
and U.S. Government securities, preferred and convertible preferred stock, and
short-term money market instruments.
At least 65% of the Fund's total assets will be invested in (1) debt securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities; (2) investment-grade debt securities, including convertible
securities and preferred or convertible preferred stock, which are rated "A" or
higher by the major recognized bond services (for a description of ratings, see
Appendix A); or (3) cash and cash equivalents (such as certificates of deposit,
repurchase agreements maturing in one week or less, and bankers' acceptances).
The Fund may invest up to 35% of its total assets in fixed income securities
that are either unrated or are rated less than A by Moody's or A by S&P, or in
commercial paper that is rated less than B-1 by Moody's or A- by S&P. However,
not more than 5% of the Fund's total assets may be invested in fixed income
securities that are unrated (including convertible securities).
INVESTMENT TECHNIQUES AND ADDITIONAL RISK FACTORS
The following describes in greater detail different types of securities and
investment techniques used by the Funds, and discusses certain risks related to
such securities and techniques. Additional information about the Funds'
investments and investment practices may be found in the Statement of Additional
Information.
The Small Cap, Equity and Managed Funds are subject to the risks of investments
in common stock, principally that the prices of stocks can fluctuate
dramatically in response to company, market, or economic news. The Equity,
Managed and Income Funds historically have had turnover rates in their
portfolios in excess of 75% per year, resulting in potentially higher brokerage
costs and the potential loss of advantageous long-term capital gain treatment
for tax purposes. In addition, the Small Cap, Equity, Managed and Income Funds
may each invest up to 35% of its total assets in securities issued by foreign
issuers. The Small Cap Fund has a limited operating history. A significant risk
associated with investment in the Income Fund is that of increasing interest
rates causing a decline in the net asset value of the Fund.
Foreign Securities. Each of the Funds may invest up to 35% of its total assets
in foreign securities, which may or may not be traded on an exchange. The Funds
may purchase securities issued by issuers in any country. Securities of foreign
companies are frequently denominated in foreign currencies, and the Funds may
temporarily hold uninvested reserves in bank deposits in foreign currencies. As
a result, a Fund will be affected favorably or unfavorably by changes in
currency rates, and they may incur expenses in connection with conversion
between various currencies. Subject to its investment restrictions, the Funds
may invest in other investment companies that invest in foreign securities.
Foreign securities may be subject to foreign government taxes that would reduce
the income yield on such securities. Certain foreign governments levy
withholding taxes against dividend and interest income. Although in some
countries a portion of these taxes is recoverable, the non-recovered portion of
any foreign withholding taxes would reduce the income a Fund received from any
foreign investments.
Foreign investments involve certain risks, such as political or economic
instability of the issuer or of the country of the issuer, difficulty of
predicting international trade patterns, and the possibility of imposition of
exchange controls. Such securities may also be subject to greater fluctuations
in price than securities of domestic corporations or of the United States
government. In addition, the net asset value of a Fund is determined and shares
of a Fund can be redeemed only on days during which securities are traded on the
New York Stock Exchange (NYSE). However, foreign securities held by a Fund may
be traded on Saturdays or other holidays when the NYSE is closed. Accordingly,
the net asset value of a Fund may be significantly affected on days when an
investor has no access to a Fund.
In addition, there may be less publicly available information about a foreign
company than about a domestic company. Foreign companies generally are not
subject to uniform accounting, auditing and financial reporting standards
comparable to those applicable to domestic companies. There is generally less
government regulation of stock exchanges, brokers and listed companies abroad
than in the United States, and the absence of negotiated brokerage commissions
in certain countries may result in higher brokerage fees. With respect to
certain foreign countries, there is a possibility of expropriation,
nationalization, or confiscatory taxation, which could affect investment in
those countries.
Emerging Markets. Each of the Funds may invest a portion of its assets in
developing countries or in countries with new or developing capital markets,
such as countries in Eastern Europe and the Pacific Rim. The considerations
noted above regarding the risks of investing in foreign securities are generally
more significant for these investments. These countries may have relatively
unstable governments and securities markets in which only a small number of
securities trade. Markets of developing countries may be more volatile than
markets of developed countries. Investments in these markets may involve
significantly greater risks, as well as the potential for greater gains.
Puts, Call Options and Futures Contracts. The Funds may use options and futures
contracts to attempt to enhance income, and to reduce the overall risk of its
investments ("hedge"). These instruments are commonly referred to as "derivative
instruments" due to the fact that their value is derived from or related to the
value of some other instrument or asset. Each Fund's ability to use these
strategies may be limited by market conditions, regulatory limits, and tax
considerations. Appendix B describes the instruments that the Funds may use and
the way the Funds may use the instruments for hedging purposes.
Each of these Funds may invest up to 5% of its total assets in premiums on put
and call options, both exchange-traded and over-the-counter, and may write call
options on securities a Fund owns or has a right to acquire. Each of these Funds
may also purchase options on securities indices, foreign currencies, and futures
contracts. Besides exercising its option or permitting the option to expire,
prior to expiration of the option, a Fund may sell the option in a closing
transaction. The Funds may only write call options that are covered. A call
option is covered if written on a security a Fund already owns.
The Funds may invest in interest rate futures contracts and the Small Cap,
Equity and Managed Funds may invest in stock index futures provided that the
aggregate initial margin of all futures contracts in which a Fund invests shall
not exceed 5% of the total assets of a Fund after taking into account unrealized
profits and unrealized losses on any such transactions it has entered into. Upon
entering into a futures contract, a Fund will set aside liquid assets, such as
cash, U.S. Government securities, or other high grade debt obligations in a
segregated account with a Fund's custodian to secure its potential obligation
under such contract.
The principal risks of options and futures transactions are: (a) imperfect
correlation between movements in the prices of options or futures contracts and
movements in the prices of the securities hedged or used for cover; (b) lack of
assurance that a liquid secondary market will exist for any particular option or
futures contract at any particular time; (c) the need for additional skills and
techniques beyond those required for normal portfolio management; and (d) losses
on futures contracts, which may be unlimited, from market movements not
anticipated by the Advisor. For a further discussion of put and call options and
futures contracts, see the Statement of Additional Information.
Lower-Rated Securities. Each of the Funds may invest in fixed income securities,
including convertible securities, that are either unrated or rated below the
fourth highest category by Moody's or S&P, although not more than 5% of a Fund's
total assets may be invested in fixed income securities that are unrated.
Securities rated below the fourth highest category are commonly referred to as
"junk bonds." Such securities are predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal. Investment in such
securities normally involves a greater degree of investment and credit risk than
does investment in a high-rated security. In addition, the market for such
securities is less broad than the market for higher-rated securities, which
could affect their marketability. The market prices of such securities tend to
fluctuate more than the market prices of higher-rated securities in response to
changes in interest rates and economic conditions. Moreover, with such
securities, there is a greater possibility that an adverse change in the
financial condition of the issuer, particularly a highly leveraged issuer, may
affect its ability to make payments of principal and interest.
Investment in REITs. Each of the Small Cap, Equity and Managed Funds may invest
in real estate investment trusts (REITs). A Fund's investments in REITs may not
exceed 25% of such Fund's total assets. REITs are pooled investment vehicles
that invest primarily in income producing real estate or real estate related
loans or interests. REITs are generally classified as equity REITs, mortgage
REITs or a combination of equity and mortgage REITs. Equity REITs invest the
majority of their assets directly in real property and derive income primarily
from the collection of rents. Equity REITs can also realize capital gains by
selling properties that have appreciated in value. Mortgage REITs invest the
majority of their assets in real estate mortgages and derive income from the
collection of interest payments. For federal income tax purposes, REITs qualify
for beneficial tax treatment by distributing 95% of their taxable income. If a
REIT is unable to qualify for such beneficial tax treatment, it would be taxed
as a corporation and distributions to its shareholders would, therefore, be
reduced.
Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. Equity REITs
may be affected by changes in the value of the underlying property owned by the
REITs, while mortgage REITs may be affected by the quality of any credit
extended. All REITs are dependent upon management skills, are not diversified,
and are subject to the risks of financing projects. REITs are subject to heavy
cash flow dependency, default by borrowers, self-liquidation, and the
possibilities of failing to qualify for the exemption from tax for distributed
income under the Code and failing to maintain their exemptions from the
Investment Company Act of 1940.
Repurchase Agreements. Each of the Funds may engage in repurchase agreements.
Repurchase agreements are agreements under which a Fund purchases a security
from the seller (a commercial bank or recognized securities dealer) which
simultaneously commits to repurchase the security from a Fund at an agreed upon
price on an agreed upon date within a number of days (usually not more than
seven) from the date of purchase. The resale price reflects the purchase price
plus an agreed upon market rate of interest that is unrelated to the coupon rate
or maturity of the purchased security. A Fund will engage in repurchase
agreements only with commercial banks or registered broker-dealers. The seller's
obligation to repurchase the security at the agreed-upon repurchase price, is,
in effect, secured by the value of the underlying security. All repurchase
agreements are fully collateralized and marked to market daily. There are some
risks associated with repurchase agreements. For instance, in the case of
default by the seller, a Fund could incur a loss or, if bankruptcy proceedings
are commenced against the seller, a Fund could incur costs and delays in
liquidating the collateral.
Mortgage-Backed Securities. The Managed and Income Funds may invest in mortgage
pass-through certificates and multiple-class pass-through securities, such as
collateralized mortgage obligations (CMOs) and stripped mortgage-backed
securities (SMBS), and other types of mortgage-backed securities that may be
available in the future (collectively, "Mortgage-Backed Securities").
Mortgage pass-through securities represent participation interests in pools of
mortgage loans secured by residential or commercial real property in which
payments of both interest and principal on the securities are generally made
monthly, in effect "passing through" monthly payments made by the individual
borrowers on the mortgage loans which underlie the securities (net of fees paid
to the issuer or guarantor of the securities).
Payment of principal and interest on some mortgage pass-through securities, but
not the market value of the securities themselves, may be guaranteed by the full
faith and credit of the U.S. Government (in the case of securities guaranteed by
the Government National Mortgage Association (GNMA)); or guaranteed by the
agency or instrumentality of the U.S. Government issuing the security (in the
case of securities guaranteed by the Federal National Mortgage Association
(FNMA) or the Federal Home Loan Mortgage Corporation (FHLMC), which are
supported only by the discretionary authority of the U.S. Government to purchase
the agencies' obligations). Mortgage pass-through securities created by
non-governmental issuers (such as commercial banks, savings and loan
institutions, private mortgage insurance companies, mortgage bankers and other
secondary market issuers) may be supported by various forms of insurance or
guarantees, including individual loan, title, pool and hazard insurance and
letters of credit, which may be issued by governmental entities, private
insurers or the mortgage poolers.
CMOs are hybrid mortgage related instruments. Similar to a bond, interest and
prepaid principal on a CMO are paid, in most cases, semi-annually. CMOs may be
collateralized by whole mortgage loans but are more typically collateralized by
portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC or
FNMA. CMOs are issued in multiple classes, with each class bearing a different
stated maturity. Monthly payments of principal, including prepayments, are first
returned to investors holding the shortest maturity class and investors holding
the longer maturity classes receive principal only after the first class has
been retired. For the purpose of determining compliance with the diversification
tests applicable to the Funds, CMOs that are issued or guaranteed by the U.S.
Government or by any of its agencies or instrumentalities will be considered
U.S. Government securities, which generally are not subject to such
diversification tests, while other CMOs, even if collateralized by U.S.
Government securities, will have the same status as other privately issued
securities.
SMBS are derivative multiple-class mortgage-backed securities usually structured
with two classes that receive different proportions of interest and principal
distributions on a pool of mortgage assets. A typical SMBS will have one class
receiving some of the interest and most of the principal, while the other class
will receive most of the interest and the remaining principal. In the most
extreme case, one class will receive all of the interest (the "interest only"
class), while the other class will receive all of the principal (the "principal
only" class).
Investing in Mortgage-Backed Securities involves certain unique risks in
addition to those risks associated with investing in the real estate industry in
general. These risks include the failure of a counter-party to meet its
commitments, adverse interest rate changes and the effects of prepayment on
mortgage cash flows. In addition, investing in the lowest tranche of CMOs
involves risks similar to those associated with investing in equity securities.
Further, the yield characteristics of Mortgage-Backed Securities differ from
those of traditional fixed income securities. The major differences typically
include more frequent interest and principal payments (usually monthly), the
adjustability of interest rates, and the possibility that prepayments of
principal may be made substantially earlier than their final distribution dates.
When interest rates decline, the value of a Mortgage-Backed Security that
carries a fixed interest rate can be expected to rise. Conversely, when interest
rates rise, the value of an investment in such fixed rate obligations can be
expected to decline. If interest rates increase rapidly and substantially, fixed
rate obligations may become illiquid. In contrast, if the Mortgage-Backed
Security represents an interest in a pool of loans with adjustable interest
rates, as interest rates on adjustable rate mortgage loans are reset
periodically, yields on investments in such loans will gradually align
themselves to reflect changes in market interest rates, causing the value of
such investments to fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.
If a Mortgage-Backed Security subject to prepayment has been purchased at a
premium, the value of the premium would be lost if the security is in fact
prepaid. Prepayment rates are influenced by changes in current interest rates
and a variety of economic, geographic, social and other factors, and cannot be
predicted with certainty. Both adjustable rate mortgage loans and fixed rate
mortgage loans may be subject to a greater rate of principal prepayments in a
declining interest rate environment, and to a lesser rate of principal
prepayments in an increasing interest rate environment. Under certain interest
rate and prepayment rate scenarios, a Fund may fail to recoup fully its
investment in Mortgage-Backed Securities, notwithstanding any direct or indirect
governmental or agency guarantee. When a Fund reinvests amounts representing
scheduled payments and unscheduled prepayments of principal on Mortgage-Backed
Securities, it may receive a rate of interest that is lower than the rate on
existing securities. Thus, Mortgage-Backed Securities, and adjustable rate
mortgage pass-through securities in particular, may be less effective than other
types of U.S. Government securities as a means of "locking in" interest rates.
Short Sales. The Small Cap, Equity, and Managed Funds may engage in short sales
"against the box." While a short sale is made by selling a security a Fund does
not own, a short sale is "against the box" to the extent that a Fund
contemporaneously owns or has the right to obtain at no added cost securities
identical to those sold short.
When Issued and/or Delayed Delivery Securities. Each of the Funds may purchase
and sell securities on a when-issued or delayed-delivery basis. When-issued or
delayed-delivery transactions arise when securities are purchased or sold by a
Fund, with payment and delivery taking place in the future in order to secure
what is considered to be an advantageous price and yield to a Fund at the time
of entering into the transaction. Such securities are subject to market
fluctuations, and no interest accrues to a Fund until the time of delivery. The
value of the securities may be less at the time of delivery than the value of
the securities when the commitment was made. When a Fund engages in when-issued
and delayed-delivery transactions, it relies on the buyer or seller, as the case
may be, to consummate the sale. Failure to do so may result in a Fund missing
the opportunity of obtaining a price or yield considered to be advantageous. To
the extent any Fund engages in when-issued and delayed-delivery transactions, it
will do so for the purpose of acquiring portfolio securities consistent with its
investment objective and policies, and not for the purpose of investment
leverage. No Fund may commit more than 25% of its total assets to the purchase
of when-issued and delayed-delivery securities. A separate account of liquid
assets consisting of cash, U.S. Government securities or other liquid securities
equal to the value of any purchase commitment of a Fund shall be maintained by a
Fund's custodian until payment is made.
Illiquid Securities. The Funds may not invest more than 15% of their assets in
illiquid securities, which may be difficult to sell promptly at an acceptable
price. This difficulty may result in a loss or be costly to a Fund.
Interest Rates. Each Fund may invest in debt securities. The market value of
debt securities that are sensitive to prevailing interest rates is inversely
related to actual changes in interest rates. That is, an interest rate decline
produces an increase in such security's market value and an interest rate
increase produces a decrease in its value. The longer the remaining maturity of
a security, the greater the effect of an interest rate change. Changes in the
ability of an issuer to make payments of interest and principal and in the
market's perception of its creditworthiness also affect the market value of that
issuer's debt securities.
U.S. Government Securities. Although U.S. Government securities and high-quality
debt securities are issued or guaranteed by the U.S. Treasury or an agency or
instrumentality of the U.S. Government, not all U.S. Government securities are
backed by the full faith and credit of the United States. For example,
securities issued by the Federal Farm Credit Bank or by FNMA are supported by
the instrumentality's right to borrow money from the U.S. Treasury under certain
circumstances. On the other hand, securities issued by the Student Loan
Marketing Association are supported only by the credit of the instrumentality.
Small Companies. The Small Cap Fund intends to invest in small market
capitalization companies. Investing in such securities may involve greater risks
since these securities may have limited marketability and, thus, may be more
volatile. Because small-sized companies normally have fewer outstanding shares
than larger companies, it may be difficult for a Fund to buy or sell significant
amounts of such shares without an unfavorable impact on prevailing prices. In
addition, small companies are typically subject to a greater degree of changes
in earnings and business prospects than are larger, more established companies.
Lending of Portfolio Securities. The Funds may loan portfolio securities to
broker-dealers or other institutional investors if at least 100% cash (or cash
equivalent) collateral is pledged and maintained by the borrower. The Funds
believe that the cash collateral minimizes the risk of lending their portfolio
securities. Such loans of portfolio securities may not be made, under current
lending arrangements, if the aggregate of such loans would exceed 20% of the
value of a Fund's total assets. If the borrower defaults, there may be delays in
recovery of loaned securities or even a loss of the securities loaned, in which
case a Fund would pursue the cash (or cash equivalent) collateral. While there
is some risk in lending portfolio securities, loans will be made only to firms
or broker-dealers deemed by the Advisor to be of good standing and will not be
made unless, in the judgment of the Advisor, the consideration to be earned from
such loans would justify the risk. For additional information, see
"Miscellaneous Investment Practices -- Securities Loans" in the Statement of
Additional Information.
Portfolio Turnover. The Funds generally do not trade in securities with the goal
of obtaining short-term profits, but when circumstances warrant, securities will
be sold without regard to the length of time the security has been held. A
higher portfolio turnover rate may involve correspondingly greater transaction
costs, which will be borne directly by a Fund, as well as additional realized
gains and/or losses to shareholders. The annual portfolio turnover rate of a
Fund may at times exceed 100%. Portfolio turnover rates are shown in "The Funds'
Financial History" above.
Temporary Defensive Investments. For temporary defensive purposes, the Small Cap
and Equity Funds may invest up to 100% (80% for Managed Fund) of their assets in
fixed income securities, cash and cash equivalents. The fixed income securities
in which each Fund will invest in such a situation shall consist of corporate
debt securities (bonds, debentures and notes), asset-backed securities, bank
obligations, collateralized bonds, loan and mortgage obligations, commercial
paper, preferred stocks, repurchase agreements, savings and loan obligations,
and U.S. Government and agency obligations. The fixed income securities will be
rated investment grade or higher (BBB by S&P and Baa by Moody's) and will have
maturities of three years or less. When a Fund assumes a temporary defensive
position, it may not be investing in securities designed to achieve its
investment objective. Other. The Funds may not always achieve their investment
objectives. Each Fund's investment objective(s) and non-fundamental investment
policies may be changed without shareholder approval. The Funds' fundamental
investment policies listed in the Statement of Additional Information, cannot be
changed without the approval of a majority of a Fund's outstanding voting
securities. Additional information concerning certain of the securities and
investment techniques described above is contained in the Statement of
Additional Information.
HOW THE FUNDS MEASURE THEIR PERFORMANCE
Performance may be quoted in sales literature and advertisements. Average annual
total returns are calculated in accordance with the Securities and Exchange
Commission's formula and assume the reinvestment of all distributions. Other
total returns differ from average annual total return only in that they may
relate to different time periods and may represent aggregate as opposed to
average annual total returns.
Yield, which differs from total return because it does not consider changes in
net asset value, is calculated in accordance with the Securities and Exchange
Commission's formula. Each Class's distribution rate is usually calculated by
dividing annual or annualized distributions, by the maximum offering price on
the last day of the period. Performance may be compared to various indices.
Quotations from various publications may be included in sales literature and
advertisements. See "Performance Measures" in the Statement of Additional
Information for more information. All performance information is historical and
does not predict future results.
Each of the Funds' Class I shares were first offered to the public on the dates
referenced below and were previously designated as the "Institutional Class". At
the date of this Prospectus, no Class I shares had been offered for the Income
Fund. The historical performance of Class I shares of each of the Funds for all
periods is based on the performance of the Institutional Class of each Fund's
predecessor and assuming reinvestment of dividends and capital gains. Historical
performance as restated should not be interpreted as indicative of each Fund's
future performance. The average annual returns for each Fund's Class I shares as
of October 31, 1997 and June 30, 1998 would have been as follows:
10/31/97 6/30/98
Small Cap Fund
[S] [C] [C]
1 year 43.11% (1.01)%
Since inception (October 39.74% 14.48%
10, 1996)
Equity Fund
1 year 30.35% 10.21%
Since inception (October 3, 25.98% 17.54%
1996)
Managed Fund
1 year 21.18% 11.74%
Since inception (October 20.84% 15.70%
28, 1996)
Performance results reflect any voluntary waivers or reimbursement of Fund
expenses by the Advisor or its affiliates. Absent these waivers or
reimbursements, performance results would have been lower.
HOW THE FUNDS ARE MANAGED
The Trustees formulate the Funds' general policies and oversee the Funds'
affairs as conducted by the Advisor.
Liberty Funds Distributor, Inc. (Distributor), a subsidiary of the
Administrator, serves as the distributor for the Funds' shares. Liberty Funds
Services, Inc. (Transfer Agent), an affiliate of the Administrator, serves as
the shareholder services and transfer agent for the Funds. Each of the Advisor,
the Administrator, the Distributor and the Transfer Agent is an indirect
subsidiary of Liberty Financial Companies, Inc. (Liberty Financial), which, in
turn, is an indirect majority-owned subsidiary of Liberty Mutual Insurance
Company (Liberty Mutual). Liberty Mutual is considered to be the controlling
entity of the Advisor, the Administrator and their affiliates. Liberty Mutual is
an underwriter of workers' compensation insurance and a property and casualty
insurer in the U.S.
Each Fund pays the Advisor a fee for its services that accrues daily and is
payable monthly. Fees are based on a percentage of the average daily net assets
of each Fund, as set forth below:
Small Cap Fund
Equity Fund
Managed Fund
Net Asset Value Annual Rate
First $100 million 1.05%
Next $400 million 0.90%
Amounts over $500 million 0.65%
Income Fund
Net Asset Value Annual Rate
First $100 million 0.80%
Next $400 million 0.65%
Amounts over $500 million 0.55%
The Funds' Advisor delegates certain of its administrative duties to the
Administrator.
James E. Crabbe is primarily responsible for the day-to-day management of the
Advisor. Mr. Crabbe is President and a Director of the Advisor.
Management of the Small Cap Fund is handled on a day-to-day basis by a team
consisting of Mr. Crabbe, John W. Johnson, and Peter P. Belton. Mr. Crabbe is
coordinator of the team. Mr. Crabbe has served in various management positions
with the Advisor since 1980 and has managed the predecessor to the Special Fund
since January 1, 1990. Prior to joining the Advisor, Mr. Johnson was a private
investment banker from November, 1991 to May, 1995. Prior to joining the
Advisor, Mr. Belton was an analyst at Arnhold & S. Bleichroeder from August,
1992 to September, 1993 and Vice President/Analyst at Capital Management
Associates from February, 1994 to September, 1997.
The Income Fund is managed on a day-to-day basis by a team consisting of Garth
R. Nisbet and Paul C. Rocheleau. Mr. Nisbet joined the Advisor in April, 1995.
Between February, 1993 and March, 1995 Mr. Nisbet worked for Capital
Consultants, Inc. as a portfolio manager of its fixed income portfolio. Mr.
Rocheleau joined the Advisor in December, 1992.
The portfolios of the Equity and Managed Funds are managed on a day-to-day basis
by a team consisting of John E. Maack, Jr., Marian L. Kessler, Robert E. Anton
and Mr. Nisbet. Mr. Anton is coordinator of the team. Mr. Maack has been
employed as a portfolio manager and securities analyst by the Advisor since
1988. Ms. Kessler joined the Advisor in August, 1995. From September, 1993 until
July, 1995, Ms. Kessler was a portfolio manager with Safeco Asset Management.
Mr. Anton joined the Advisor in June, 1995. Prior to joining the Advisor, Mr.
Anton served 17 years as Chief Investment Officer, portfolio manager at
Financial Aims Corporation.
The Administrator provides certain administrative and pricing and bookkeeping
services to the Funds for a monthly fee of $2,250 per Fund, plus a percentage of
each Fund's average net assets over $50 million.
The Transfer Agent provides transfer agency and shareholder services to each
Fund for a monthly fee at the annual rate of 0.0025% of average daily net assets
plus certain out-of-pocket expenses.
Each of the foregoing fees is subject to any reimbursement or fee waiver to
which the Advisor and its affiliates may agree.
The Advisor places all orders for purchases and sales of portfolio securities.
In selecting broker-dealers, the Advisor may consider research and brokerage
services furnished by such broker-dealers to the Advisor and its affiliates. In
recognition of the research and brokerage services provided, the Advisor may
cause a Fund to pay the selected broker-dealer a higher commission than would
have been charged by another broker-dealer not providing such services.
Subject to seeking best execution, the Advisor may consider sales of shares of a
Fund (and of certain other funds advised by the Advisor, the Administrator and
their affiliates) in selecting broker-dealers for portfolio security
transactions.
YEAR 2000
The Funds' Advisor, Administrator, Distributor and Transfer Agent (Liberty
Companies) are actively coordinating, managing and monitoring Year 2000
readiness for the Funds. The Administrator is working within the Liberty
Companies and with vendors who provide services, software and systems to a Fund
to ensure 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 services, software and systems and believe that such
modifications will be completed on a timely basis prior to January 1, 2000. The
cost of these modifications will not affect the Funds. 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 a Fund will not be adversely affected.
HOW THE FUNDS VALUE THEIR SHARES
Per share net asset value is calculated by dividing the total value of each
Class's net assets by its number of outstanding shares. Shares of the Funds are
generally valued as of the close of regular trading of the NYSE (normally 4:00
p.m. Eastern time) each day the NYSE is open. Portfolio securities for which
market quotations are readily available are valued at current market value.
Short-term investments maturing in 60 days or less are valued at amortized cost
when the Advisor determines, pursuant to procedures adopted by the Trustees,
that such cost approximates current market value. The Board of Trustees has
adopted procedures to value at their fair value (i) foreign securities if the
value of such securities have been materially affected by events occurring after
the closing of a foreign market and (ii) all other securities.
DISTRIBUTIONS AND TAXES
Each Fund intends to qualify as a "regulated investment company" under the
Internal Revenue Code and to distribute to shareholders net income and any net
realized gain annually.
Distributions are invested in additional shares of the same Class of a Fund at
net asset value unless the shareholder elects to receive cash. Regardless of the
shareholder's election, distributions of $10 or less will not be paid in cash to
shareholders but will be invested in additional shares of the same Class of a
Fund at net asset value. If a shareholder has elected to receive dividends
and/or capital gain distributions in cash and the postal or other delivery
service selected by the Transfer Agent is unable to deliver checks to the
shareholder's address of record, such shareholder's distribution option will
automatically be converted to having all dividend and other distributions
reinvested in additional shares. No interest will accrue on amounts represented
by uncashed distribution or redemption checks. To change your election, call the
Transfer Agent for information.
Whether you receive taxable distributions in cash or in additional Fund shares,
you must report them as taxable income unless you are a tax-exempt institution.
If you buy shares shortly before a distribution is declared, the distribution
may be taxable although it is, in effect, a partial return of the amount
invested. Each January, information on the amount and nature of distributions
for the prior year is sent to shareholders.
HOW TO BUY SHARES
Shares of the Funds are offered continuously. Orders received in good form prior
to the time at which a Fund values its shares (or placed with the financial
service firm before such time and transmitted by the financial service firm
before a Fund processes that day's share transactions) will be processed based
on that day's closing net asset value. A Fund may refuse any purchase order for
its shares. Certificates will not be issued for Class I shares. See the
Statement of Additional Information for more information.
Other Classes of Shares. Each of the Small Cap, Managed and Equity Funds also
offer Class A, Class B and Class C shares through a separate Prospectus. The
Income Fund also offers Class A shares through a separate Prospectus, but does
not permit new purchases or exchanges into such Class. In general, investors
eligible to purchase Class I shares, which do not charge initial or contingent
deferred sales charges and do not bear Rule 12b-1 fees, should do so in
preference over other classes.
General. Financial service firms may receive different compensation rates for
selling different classes of shares. The Distributor may pay additional
compensation to financial service firms which have made or may make significant
sales. See the Statement of Additional Information for more information.
Special Purchase Programs. The Funds allow certain investors or groups of
investors to purchase shares with reduced or without initial or contingent
deferred sales charges. These programs are described in the Statement of
Additional Information under "Programs for Reducing or Eliminating Sales
Charges."
Investors may be charged a fee if they effect transactions in a Fund's shares
through a broker or agent.
Shareholder Services and Account Fees. A variety of shareholder services are
available. For more information about these services or your account, call
1-800-345-6611. Some services are described in the attached account application.
A shareholder's manual explaining all available services will be provided upon
request.
In June of any year, a Fund may deduct $10 (payable to the Transfer Agent) from
accounts valued at less than $1,000 unless the account value has dropped below
$1,000 solely as a result of share value depreciation. Shareholders will receive
60 days' written notice to increase the account value before the fee is
deducted. A Fund may deduct annual maintenance and processing fees (payable to
the Transfer Agent) in connection with certain retirement plan accounts
sponsored by the Distributor. See "Special Purchase Programs/Investor Services"
in the Statement of Additional Information for more information.
HOW TO SELL SHARES
Shares of the Funds may be sold on any day the NYSE is open, either directly to
a Fund or through your financial service firm. Sale proceeds generally are sent
within seven days (usually on the next business day after your request is
received in good form). However, for shares recently purchased by check, a Fund
will delay sending proceeds for 15 days in order to protect the Fund against
financial losses and dilution in net asset value caused by dishonored purchase
payment checks. To avoid delay in payment, investors are advised to purchase
shares unconditionally, such as by certified check or other immediately
available funds.
Selling Shares Directly To A Fund. Send a signed letter of instruction or stock
power form to the Transfer Agent, along with any certificates for shares to be
sold. The sale price is the net asset value (less any applicable contingent
deferred sales charge) next calculated after a Fund receives the request in
proper form. Signatures must be guaranteed by a bank, a member firm of a
national stock exchange or another eligible guarantor institution. Stock power
forms are available from financial service firms, the Transfer Agent and many
banks. Additional documentation is required for sales by corporations, agents,
fiduciaries, surviving joint owners and individual retirement account holders.
For details contact:
Liberty Funds Services, Inc.
P.O. Box 1722
Boston, MA 02105-1722
1-800-345-6611
Selling Shares Through Financial Service Firms. Financial service firms must
receive requests prior to the time at which a Fund values its shares to receive
that day's price, are responsible for furnishing all necessary documentation to
the Transfer Agent and may charge for this service.
General. The sale of shares is a taxable transaction for income tax purposes.
See the Statement of Additional Information for more information. Under unusual
circumstances, a Fund may suspend repurchases or postpone payment for up to
seven days or longer, as permitted by federal securities law. No interest will
accrue on amounts represented by uncashed distribution or redemption checks.
HOW TO EXCHANGE SHARES
Except as described below with respect to money market funds, Fund shares may be
exchanged at net asset value among the Class I shares of other mutual funds
offered through this Prospectus.
Call 1-800-422-3737 to exchange shares by telephone. An exchange is a taxable
capital transaction. The exchange service may be changed, suspended or
eliminated on 60 days' written notice. A Fund will terminate the exchange
privilege as to a particular shareholder if the Advisor determines, in its sole
and absolute discretion, that the shareholder's exchange activity is likely to
adversely impact the Advisor's ability to manage a Fund's investments in
accordance with its investment objective or otherwise harm a Fund or its
remaining shareholders.
TELEPHONE TRANSACTIONS
All shareholders and/or their financial advisors are automatically eligible to
exchange Fund shares and redeem up to $100,000 of Fund shares by calling
1-800-422-3737 toll-free any business day between 9:00 a.m. and the time at
which a 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. Telephone redemption privileges may be elected on
the account application. The Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine and may be
liable for losses related to unauthorized or fraudulent transactions in the
event reasonable procedures are not employed. Such procedures include
restrictions on where proceeds of telephone redemptions may be sent, limitations
on the ability to redeem by telephone shortly after an address change, recording
of telephone lines and requirements that the redeeming shareholder and/or his or
her financial advisor provide certain identifying information. Shareholders
and/or their financial advisors wishing to redeem or exchange shares by
telephone may experience difficulty in reaching a Fund at its toll-free
telephone number during periods of drastic economic or market changes. In that
event, shareholders and/or their financial advisors should follow the procedures
for redemption or exchange by mail as described above under "How to Sell
Shares." The Advisor, the Administrator, the Transfer Agent and each Fund
reserve the right to change, modify or terminate the telephone redemption or
exchange services at any time upon prior written notice to shareholders.
Shareholders and/or their financial advisors are not obligated to transact by
telephone.
ORGANIZATION AND HISTORY
The Trust is a Massachusetts business trust organized in 1986. Each Fund
represents the entire interest in a separate portfolio of the Trust.
The Trust is not required to hold annual shareholder meetings, but special
meetings may be called for certain purposes. Shareholders receive one vote for
each Fund share. Shares of the Funds and any other series of the Trust that may
be in existence from time to time generally vote together except when required
by law to vote separately by fund or by class. Shareholders owning in the
aggregate ten percent of Trust shares may call meetings to consider removal of
Trustees. Under certain circumstances, the Trust will provide information to
assist shareholders in calling such a meeting. See the Statement of Additional
Information for more information.
Each Fund is a successor to the corresponding series of the former Crabbe Huson
Funds, a Delaware business trust organized in 1995. On September 30, 1998, the
shareholders of each Funds' predecessor series approved an Agreement and Plan of
Reorganization pursuant to which such predecessor series was reorganized as a
separate series of the Trust. At the closing of each reorganization,
shareholders holding Institutional Class shares (other than Income Fund which
did not offer the Institutional Class) received Class I shares of the successor
series equal in net asset value to the shares of the predecessor series they
held.
<PAGE>
APPENDIX A
DESCRIPTION OF BOND RATINGS
S&P
AAA bonds have the highest rating assigned by S&P. The obligor's capacity to
meet its financial commitment on the obligation is extremely strong.
AA bonds differ from the highest rated obligations only in small degree. The
obligor's capacity to meet its financial commitment on the obligation is very
strong.
A bonds are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher rated
categories. However, the obligor's capacity to meet its financial commitment on
the obligation is still strong.
BBB bonds exhibit adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC and CC bonds are regarded as having significant speculative
characteristics. BB indicates the least degree of speculation and C the highest.
While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.
BB bonds are less vulnerable to non-payment than other speculative issues.
However, they face major ongoing uncertainties or exposure to adverse business,
financial, or economic conditions which could lead to the obligor's inadequate
capacity to meet its financial commitment on the obligation.
B bonds are more vulnerable to nonpayment than obligations rated BB, but the
obligor currently has the capacity to meet its financial commitment on the
obligation. Adverse business, financial, or economic conditions will likely
impair the obligor's capacity or willingness to meet its financial commitment on
the obligation.
CCC bonds are currently vulnerable to nonpayment, and are dependent upon
favorable business, financial, and economic conditions for the obligor to meet
its financial commitment on the obligation. In the event of adverse business,
financial, or economic conditions, the obligor is not likely to have the
capacity to meet its financial commitment on the obligation.
CC bonds are currently highly vulnerable to nonpayment.
C ratings may be used to cover a situation where a bankruptcy petition has been
filed or similar action has been taken, but payments on this obligation are
being continued.
D bonds are in payment default. The D rating category is used when payments on
an obligation are not made on the date due even if the applicable grace period
has not expired, unless S&P believes that such payments will be made during such
grace period. The D rating also will be used upon the filing of a bankruptcy
petition or the taking of a similar action if payments on an obligation are
jeopardized.
Plus (+) or minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
r This symbol is attached to the rating of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk -- such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.
MOODY'S
Aaa bonds are judged to be of the best quality. They carry the smallest degree
of investment risk and are generally referred to as "gilt edge". Interest
payments are protected by a large or by an exceptionally stable margin and
principal is secure. While various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues.
Aa bonds are judged to be of high quality by all standards. Together with Aaa
bonds they comprise what are generally known as high grade bonds. They are rated
lower than the best bonds because margins of protection may not be as large as
in Aaa securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A bonds possess many favorable investment attributes and are to be considered as
upper-medium-grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present which suggest a
susceptibility to impairment some time in the future.
Baa bonds are considered as medium grade obligations (i.e., they are neither
highly protected nor poorly secured). Interest payments and principal security
appear adequate for the present but certain protective elements may be lacking
or may be characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have speculative
characteristics as well.
Ba bonds are judged to have speculative elements; their future cannot be
considered as well secured. Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.
B bonds generally lack characteristics of the desirable investment. Assurance of
interest and principal payments or of maintenance of other terms of the contract
over any long period of time may be small.
Caa bonds are of poor standing. Such issues may be in default or there may be
present elements of danger with respect to principal or interest.
Ca bonds represent obligations which are speculative in a high degree. Such
issues are often in default or have other marked shortcomings.
C bonds are the lowest rated class of bonds and issues so rated can be regarded
as having extremely poor prospects of ever attaining any real investment
standing.
Conditional Ratings. Bonds for which the security depends upon the completion of
some act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operating experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting
conditions attach. Parenthetical rating denotes probable credit stature upon
completion of construction or elimination of basis of condition.
Note: Those bonds in the Aa, A, Baa, Ba, and B groups which Moody's believes
possess the strongest investment attributes are designated by the symbols Aa 1,
A 1, Baa 1, Ba 1, and B 1.
APPENDIX B
HEDGING INSTRUMENTS:
Options on Equity and Debt Securities--A call option is a short-term contract
pursuant to which the purchaser of the option, in return for a premium, has the
right to buy the security underlying the option at a specified price at any time
during the term of the option. The writer of the call option, who receives the
premium, has the obligation, upon exercise of the option during the option term,
to deliver the underlying security against payment of the exercise price. A put
option is a similar contract that gives its purchaser, in return for a premium,
the right to sell the underlying security at a specified price during the option
term. The writer of the put option, who receives the premium, has the
obligation, upon exercise of the option during the option term, to buy the
underlying security at the exercise price.
Options on Securities Indices--A securities index assigns relative values to the
securities included in the index and fluctuates with changes in the market
values of those securities. An index option operates in the same way as a more
traditional stock option, except that exercise of an index option is effected
with cash payment and does not involve delivery of securities. Thus, upon
exercise of an index option, the purchaser will realize, and the writer will
pay, an amount based on the difference between the exercise price and the
closing price of the index.
Stock Index Futures Contracts--A stock index futures contract is a bilateral
agreement pursuant to which one party agrees to accept, and the other party
agrees to make, delivery of an amount of cash equal to a specified dollar amount
times the difference between the stock index value at the close of trading of
the contract and the price at which the futures contract is originally struck.
No physical delivery of the stocks comprising the index is made. Generally,
contracts are closed out prior to the expiration date of the contract.
Interest Rate Futures Contracts--Interest rate futures contracts are bilateral
agreements pursuant to which one party agrees to make, and the other party
agrees to accept, delivery of a specified type of debt security at a specified
future time and at a specified price. Although such futures contracts by their
terms call for actual delivery or acceptance of debt securities, in most cases
the contracts are closed out before the settlement date without the making or
taking of delivery.
Options on Futures Contracts--Options on futures contracts are similar to
options on securities or currency, except that an option on a futures contract
gives the purchaser the right, in return for the premium, to assume a position
in a futures contract (a long position if the option is a call and a short
position if the option is a put), rather than to purchase or sell a security or
currency, at a specified price at any time during the option term. Upon exercise
of the option, the delivery of the futures position to the holder of the option
will be accompanied by delivery of the accumulated balance that represents the
amount by which the market price of the futures contract exceeds, in the case of
a call, or is less than, in the case of a put, the exercise price of the option
on the future. The writer of an option, upon exercise, will assume a short
position in the case of a call and a long position in the case of a put.
Purchase of these financial instruments allows the Advisor to hedge against
changes in market conditions. For example, the Advisor may purchase a put option
in a securities index when it believes that the stock prices will decline.
Conversely, the Advisor may purchase a call option in a securities index when it
anticipates that stock prices will increase.
See "Puts, Call Options and Futures Contracts" above for a discussion of risks
associated with hedging instruments.
<PAGE>
Investment Advisor
Crabbe Huson Group, Inc.
121 S.W. Morrison, Suite 1400
Portland, OR 97204
Administrator
Colonial Management Associates, Inc.
One Financial Center
Boston, MA 02111-2621
Distributor
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
Custodian
State Street Bank & Trust Company
225 Franklin Street
Boston, MA 02110
Shareholder Services and Transfer Agent
Liberty Funds Services, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-345-6611
Independent Auditors
KPMG Peat Marwick LLP
99 High Street
Boston, MA 02110
Legal Counsel
Ropes & Gray
One International Place
Boston, MA 02110-2624
Your financial service firm is:
Printed in U.S.A.
October 19, 1998
CRABBE HUSON SMALL CAP FUND
CRABBE HUSON EQUITY FUND
CRABBE HUSON MANAGED
INCOME & EQUITY FUND
CRABBE HUSON CONTRARIAN
INCOME FUND
CLASS I SHARES
PROSPECTUS
Crabbe Huson Small Cap Fund seeks to provide long-term capital appreciation.
Crabbe Huson Equity Fund seeks to provide long-term capital appreciation.
Crabbe Huson Managed Income & Equity Fund seeks preservation of capital, capital
appreciation and income.
Crabbe Huson Contrarian Income Fund seeks to provide the highest level of
current income that is consistent with preservation of capital.
For more detailed information about the Funds, call the Distributor at
1-800-426-3750 for the October 19, 1998 Statement of Additional Information.
- ----------------------------- ------------------------------
NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE
- ----------------------------- ------------------------------
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet
(Crabbe Huson Managed Income & Equity Fund)
(The Crabbe Huson Special Fund)
(Crabbe Huson Equity Fund)
(Crabbe Huson Small Cap Fund)
(Crabbe Huson Contrarian Income Fund)
(Crabbe Huson Real Estate Investment Fund)
(Crabbe Huson Oregon Tax-Free Fund)
<TABLE>
<CAPTION>
<S> <C>
Item Number of Form N-1A Location or Caption in the Statement of Additional
Information
Part B
10. Cover Page
11. Table of Contents
12. Not Applicable
13. Investment Objective and Policies; Fundamental Investment
Policies; Other Investment Policies; Portfolio Turnover;
Miscellaneous Investment Practices
14. Fund Charges and Expenses; Management of the Funds
15. Fund Charges and Expenses
16. Fund Charges and Expenses; Management of the Funds
17. Fund Charges and Expenses; Management of the Funds
18. Shareholder Meetings; Shareholder Liability
19. How to Buy Shares; Determination of Net Asset Value;
Suspension of Redemptions; Special Purchase
Programs/Investor Services; Programs for Reducing or
Eliminating Sales Charge; How to Sell Shares; How to
Exchange Shares
20. Taxes
21. Fund Charges and Expenses; Management of the Funds
22. Fund Charges and Expenses; Investment Performance;
Performance Measures
23. Independent Auditors
</TABLE>
<PAGE>
CRABBE HUSON SMALL CAP FUND
THE CRABBE HUSON SPECIAL FUND
CRABBE HUSON REAL ESTATE INVESTMENT FUND
CRABBE HUSON EQUITY FUND
CRABBE HUSON MANAGED INCOME & EQUITY FUND
CRABBE HUSON OREGON TAX-FREE FUND
CRABBE HUSON CONTRARIAN INCOME FUND
(collectively, the Funds)
STATEMENT OF ADDITIONAL INFORMATION
October 19, 1998
This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectuses of the Funds.
This SAI is not a prospectus and is authorized for distribution only when
accompanied or preceded by the Prospectuses of the Funds dated October 19, 1998.
This SAI should be read together with the Prospectuses. Investors may obtain a
free copy of a Prospectus from Liberty Funds Distributor, Inc. (LFDI), One
Financial Center, Boston, MA 02111-2621.
Part 1 of this SAI contains specific information about the Funds. Part 2
includes information about the funds distributed by LFDI generally and
additional information about certain securities and investment techniques
described in the Funds' Prospectuses.
TABLE OF CONTENTS
Part 1 Page
Definitions b
Investment Objective and Policies b
Fundamental Investment Policies b
Other Investment Policies c
Oregon Tax Considerations c
Portfolio Turnover d
Fund Charges and Expenses d
Investment Performance l
Custodian n
Independent Auditors n
Part 2
Miscellaneous Investment Practices 1
Taxes 11
Management of the Funds 13
Determination of Net Asset Value 17
How to Buy Shares 17
Special Purchase Programs/Investor Services 18
Programs for Reducing or Eliminating Sales Charges 19
How to Sell Shares 21
Distributions 22
How to Exchange Shares 23
Suspension of Redemptions 23
Shareholder Liability 23
Shareholder Meetings 23
Performance Measures 24
Appendix I 26
Appendix II 28
CH-16/027G-0998
<PAGE>
Part 1
CRABBE HUSON SMALL CAP FUND
THE CRABBE HUSON SPECIAL FUND
CRABBE HUSON REAL ESTATE INVESTMENT FUND
CRABBE HUSON EQUITY FUND
CRABBE HUSON MANAGED INCOME & EQUITY FUND
CRABBE HUSON OREGON TAX-FREE FUND
CRABBE HUSON CONTRARIAN INCOME FUND
Statement of Additional Information
October 19, 1998
DEFINITIONS
"Trust" Colonial Trust III
"Small Cap Fund" Crabbe Huson Small Cap Fund
"Special Fund" The Crabbe Huson Special Fund
"Real Estate Fund" Crabbe Huson Real Estate Investment Fund
"Equity Fund" Crabbe Huson Equity Fund
"Managed Fund" Crabbe Huson Managed Income & Equity Fund
"Oregon Tax-Free Fund" Crabbe Huson Oregon Tax-Free Fund
"Income Fund" Crabbe Huson Contrarian Income Fund
"Advisor" Crabbe Huson Group, Inc., the Funds'
investment advisor
"Administrator" Colonial Management Associates, Inc.,
the Funds' administrator
"LFDI" Liberty Funds Distributor, Inc., the
Funds' distributor
"LFSI" Liberty Funds Services, Inc., the Funds'
shareholder services and transfer agent
INVESTMENT OBJECTIVE AND POLICIES
The Funds' Prospectuses describe their investment objectives and investment
policies. Part 1 of this SAI includes additional information concerning, among
other things, the fundamental investment policies of the Funds. Part 2 contains
additional information about the following securities and investment techniques
that are described or referred to in the Prospectuses:
Foreign Securities Money Market Instruments
Repurchase Agreements Securities Loans
Participation Interests Forward Commitments
Futures Contracts and Related Options Options on Securities
Small Companies Rule 144A Securities
Except as indicated under "Fundamental Investment Policies," the Funds'
investment policies are not fundamental and the Trustees may change the policies
without shareholder approval.
Effective on the date of this SAI, Crabbe Huson Income Fund's name is changed to
Crabbe Huson Contrarian Income Fund and Crabbe Huson Asset Allocation Fund's
name is changed to Crabbe Huson Managed Income and Equity Fund.
FUNDAMENTAL INVESTMENT POLICIES
The Investment Company Act of 1940 (Act) provides that a "vote of a majority of
the outstanding voting securities" means the affirmative vote of the lesser of
(1) more than 50% of the outstanding shares of the Fund, or (2) 67% or more of
the shares present at a meeting if more than 50% of the outstanding shares are
represented at the meeting in person or by proxy. The following fundamental
investment policies can not be changed without such a vote.
Each Fund may:
1. Borrow from banks, other affiliated funds and other persons to the
extent permitted by applicable law, provided that a 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;
2. Only own real estate acquired as the result of owning securities and not
more than 5% of total assets; provided that the Real Estate Fund may
invest in securities that are secured by real estate or interests
therein and may purchase and sell mortgage-related securities and may
hold and sell real estate acquired by the Fund as a result of the
ownership of securities;
3. Purchase and sell futures contracts and related options as long as the
total initial margin and premiums do not exceed 5% of total assets;
4. Underwrite securities issued by others only when disposing of
portfolio securities;
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
6. Not concentrate more than 25% (not applicable to the Real Estate Fund)
of its total assets in any one industry or with respect to 75% of the
Fund's assets (not applicable to the Oregon Tax-Free Fund), purchase the
securities of any issuer (other than obligations issued or guaranteed as
to principal and interest by the government of the United States or any
agency or instrumentality thereof) if, as a result of such purchase,
more than 5% of the Fund's total assets would be invested in the
securities of such issuer.
Notwithstanding the investment policies and restrictions of the Funds, each Fund
may invest all or a portion of its investable assets in an open-end management
investment company with substantially the same investment objective, policies
and restrictions as such Fund.
OTHER INVESTMENT POLICIES
As non-fundamental investment policies which may be changed without a
shareholder vote, each Fund may not:
<PAGE>
1. Have a short sales position (except for the Special Fund), unless the
Fund owns, or owns rights (exercisable without payment) to acquire, an
equal amount of securities; and
2. Invest more than 15% of its net assets in illiquid securities.
OREGON TAX CONSIDERATIONS
If the Oregon Tax-Free Fund does not qualify as a regulated investment company
under the Internal Revenue Code (Code), it will be treated for tax purposes as
an ordinary corporation and will receive no tax deduction for payments made to
shareholders and will be unable to pay "exempt interest dividends," as discussed
in the Prospectus.
From time to time, proposals have been introduced before Congress and the
Internal Revenue Service for the purpose of restricting or eliminating the
federal income tax exemption for interest on municipal securities, including
private activity bonds. It is likely that similar proposals will be introduced
in the future. If such a proposal were enacted, the availability of municipal
securities for investment by the Fund and the value of the Fund's portfolio
could be adversely affected. In such event, the Fund would re-evaluate its
investment objectives and policies and consider recommending to its shareholders
changes in the structure of the Fund.
Section 147 of the Code prohibits exemption from taxation of interest on certain
governmental obligations paid to persons who are "substantial users" (or persons
related thereto) of facilities financed by such obligations. "Substantial user"
is generally defined to include a "nonexempt person" who is entitled to use more
than 5% of a facility financed from the proceeds of industrial development
bonds. No investigation as to the substantial users of the facilities financed
by bonds in the Fund's portfolio will be made by the Fund. Potential investors
who may be, or may be related to, substantial users of such facilities should
consult their tax advisors before purchasing shares of the Fund.
Each distribution is accompanied by a brief explanation of the form and
character of the distribution. The Fund provides each shareholder with an annual
statement of the federal income tax status of all distributions, including a
statement of percentage of the prior year's distributions designated by the Fund
to be treated as tax-exempt interest or long-term capital gain. The dollar
amounts of tax-exempt and taxable dividends and distributions paid by the Fund
that are reported annually to shareholders will vary for each shareholder,
depending upon the size and duration of the shareholder's investment in the
Fund. To the extent that the Fund derives investment income from taxable
interest, it intends to designate as the actual taxable income the same
percentage of each day's dividend as the actual taxable income bears to the
total investment income earned on that day. The percentage of the dividend
designated as taxable (if any), therefore, may vary from day to day.
Individuals, trusts, and estates who or which are residents of the state of
Oregon will not be subject to the Oregon personal income tax on distributions
from the Fund representing tax-exempt interest paid on municipal securities
issued by the State of Oregon and its political subdivisions. Distributions to
Oregon residents representing earnings of the Fund from sources other than such
tax-exempt interest will be subject to the Oregon personal income tax. In
addition, the Fund anticipates that all distributions from the Fund, from any
source, to corporations subject to the Oregon Corporation excise tax will be
subject to that tax. For purposes of the Oregon personal income tax and the
Oregon corporate excise tax, income from Fund distributions of interest paid on
municipal securities issued by a state, other than Oregon, and its political
subdivisions will be reduced by interest on indebtedness incurred to carry such
securities and expenses incurred to produce such income.
The Oregon Corporate Excise Tax Act generally taxes corporations on income
received from municipal securities, including those issued by the state of
Oregon and its political subdivisions. Since this Fund is a trust, it would
generally be subject to such a tax. However, the Oregon Department of Revenue
has adopted an administrative rule (Oregon Administrative Rule 150.317,010(10))
which provides that a registered investment company may deduct from its income
an amount equal to the exempt interest dividends paid to its shareholders. The
Fund expects to distribute substantially all of its interest income as dividends
to its shareholders and, therefore, does not expect to be liable for Oregon
Corporate Excise tax.
Under the Code, interest on indebtedness incurred or continued to purchase or
carry shares of an investment company paying "exempt interest dividends," such
as the Fund, is not deductible by the investor. Under rules used by the Internal
Revenue Service, the purchase of shares may be considered to have been made with
borrowed funds even though the borrowed funds are not directly traceable to the
purchase of shares. In addition, under Sections 265 and 291 of the Code, certain
financial institutions acquiring shares may be subject to a reduction in the
amount of interest expense that would otherwise be allowable as a deduction for
federal income tax purposes.
PORTFOLIO TURNOVER
Portfolio turnover is included in the Prospectuses under "The Fund's Financial
History." High portfolio turnover may cause a Fund to realize capital gains
which, if realized and distributed by a Fund, may be taxable to shareholders as
ordinary income. High portfolio turnover may result in correspondingly greater
brokerage commission and other transaction costs, which will be borne directly
by a Fund.
FUND CHARGES AND EXPENSES
Under the Funds' management agreements, each Fund pays the Advisor a fee for its
services that accrues daily and is payable monthly. Fees are based on a
percentage of the average daily net assets of each Fund, as set forth below
(subject to reductions that the Advisor may agree to periodically):
<TABLE>
<CAPTION>
Small Cap Fund
Special Fund
Real Estate Fund
Equity Fund
Managed Fund Income Fund Oregon Tax-Free Fund
Net Asset Value Annual Rate Annual Rate Annual Rate
- --------------- ----------- ----------- -----------
<S> <C> <C> <C>
First $100 million 1.05% 0.80% 0.55%
Next $400 million 0.90% 0.65% 0.50%
Amounts over $500 million 0.65% 0.55% 0.45%
</TABLE>
The Funds each pay the Administrator a monthly pricing and bookkeeping fee of
$2,250 per Fund plus the following percentages of each Fund's average daily net
assets over $50 million (subject to reductions that the Administrator may agree
to periodically):
0.035% on the next $950 million
0.025% on the next $1 billion
0.015% on the next $1 billion
0.001% on the excess over $3 billion
Under each Fund's transfer agency and shareholder servicing agreement, the
Special, Small Cap, Real Estate, Equity and Managed Funds each pay LFSI a
monthly fee at the annual rate of 0.236% of the average daily net assets
attributable to such Fund's Class A, B and C shares, plus certain out-of-pocket
expenses, and the Oregon Tax-Free and Income Funds each pay a monthly fee at the
annual rate of 0.17% of the average daily net assets attributable to such Fund's
Class A, B and C shares, plus certain out-of-pocket expenses. Each Fund which
offers Class I shares pays LFSI a monthly fee at the annual rate of 0.0025% of
the average daily net assets attributable to such Fund's Class I shares, plus
certain out-of-pocket expenses.
<PAGE>
The following information relates to expenses of each Fund's predecessor under
agreements in effect generally prior to October 19, 1998.
Fees paid to the Advisor, State Street Bank and Trust Company (formerly the
Funds' administrator, transfer agent and dividend disbursing agent) and Crabbe
Huson Securities, Inc. (CHSI) (formerly the Funds' distributor) (dollars in
thousands)
<TABLE>
<CAPTION>
Special Fund
Six-Months ended April 30 Year ended October 31
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Management fee $1,461 $3,610 $5,876 $5,398
Fees waived by the Advisor (406) (315) ---- (a)
Administration fee 73 174 298 ----
Small Cap Fund
Six-Months ended April 30 Year ended October 31(b)
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee $631 $628 $66
Fees waived by the Advisor (80) (124) (55)
Administration fee 29 28 2
Real Estate Fund
Six-Months ended April 30 Year ended October 31
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Management fee $153 $312 $165 $191
Fees waived by the Advisor (34) (82) (63) (75)
Administration fee 7 13 6 ----
</TABLE>
The Real Estate Fund entered into a subadvisory agreement with Aldrich Eastman
Waltch, L.P. and the Advisor on September 6, 1995. The Advisor paid to Adlrich
Eastman Waltch, L.P. a portion of its fee. In the years ending October 31, 1996
and 1997, the Advisor paid advisory fees of $62,591 and $121,986, respectively,
to Aldrich Eastman Waltch, L.P. This Subadvisory Agreement has been terminated.
<TABLE>
<CAPTION>
Equity Fund
Six-Months ended April 30 Year ended October 31
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Management fee $1,813 $3,617 $4,035 $2,471
Fees waived by the Advisor (60) (78) (2) ----
Administration fee 9 178 168 ----
Managed Fund
Six-Months ended April 30 Year ended October 31
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Management fee $616 $1,180 $1,355 $1,183
Fees waived by the Advisor (100) (162) (a) (15)
Administration fee 28 57 53 ----
Oregon Tax-Free Fund
Six-Months ended April 30 Year ended October 31
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Management fee $65 $131 $139 $134
Fees waived by the Advisor (14) (31) (15) (21)
Administration fee 5 11 11 ----
<PAGE>
Income Fund
Six-Months ended April 30 Year ended October 31
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Management fee $14 $28 $45 $49
Fees waived by the Advisor (14) (28) (45) (49)
Administration fee 1 2 2 ----
</TABLE>
(a) Rounds to less than $1,000.
(b) The Small Cap Fund commenced investment operations on February 20, 1996.
Additionally, the Advisor received a fee for certain shareholder liaison
services it provided to the Funds, including responding to shareholder
inquiries, providing information on shareholder investments and performing
certain clerical tasks. In each of the last three years, for such services, the
Advisor has been paid by the Funds $100,000 a year. The Funds paid their pro
rata share of such fee based upon their net asset value.
Brokerage Commissions
In addition to placing the Funds' brokerage business with firms that provide
research and market and statistical services to the Advisor, the Funds'
brokerage business may also be placed with firms that agree to pay a portion of
certain Fund expenses, consistent with achieving the best price and execution.
On November 29, 1995, the Special, Equity, Managed and Real Estate Funds entered
into an arrangement with State Street Brokerage Services, Inc. ("SSBSI"), in
which these Funds will receive credits to offset transfer agency, administration
and accounting fees by using SSBSI to execute their portfolio transactions. For
the fiscal year ending October 31, 1997, the Special Fund, Equity Fund and
Managed Fund received credits of $0, $4,274 and $147, respectively. For the
period ended April 30, 1998, no credits were earned under this arrangement.
In the fiscal year ended October 31, 1995, the Special Fund paid $4,610,652, the
Equity Fund paid $1,228,492, the Managed Fund paid $279,948, the Income Fund
paid $416 and the Real Estate Fund paid $60,139 in brokerage commissions. None
of these commissions were paid to CHSI. The Oregon Tax-Free Fund did not pay any
brokerage commissions in the year ended October 31, 1995, as this Fund executed
all portfolio transactions on a principal basis. Of the commissions paid in the
fiscal year ending October 31, 1995, the Special Fund paid $1,594,562, the
Equity Fund paid $754,846, the Managed Fund paid $180,671, and the Real Estate
Fund paid $44,614 in commissions as a result of research provided by the
brokers. None of the other Funds directed brokerage on the basis of research
provided by a broker. The Small Cap Fund began operations in 1996.
For the fiscal year ended October 31, 1996, the Special Fund paid $1,973,393,
the Small Cap Fund paid $49,126, the Equity Fund paid $1,891,778, the Managed
Fund paid $356,194 and the Real Estate Investment Fund paid $101,225 in
brokerage commissions. None of these commissions were paid to CHSI. The Oregon
Tax-Free Fund and the Income Fund did not pay any brokerage commissions in the
fiscal year ended October 31, 1996. Of the commissions paid in the fiscal year
ended October 31, 1996, the Special Fund paid $653,329, the Equity Fund paid
$1,325,587, the Managed Fund paid $252,090, the Small Cap Fund paid $12,592 and
the Real Estate Fund paid $83,773 in commissions as a result of research
provided by the brokers.
For the fiscal year ended October 31, 1997, the Special Fund paid $1,277,614,
the Small Cap Fund paid $275,266, the Equity Fund paid $1,968,522, the Managed
Fund paid $366,934 and the Real Estate Investment Fund paid $115,913 in
brokerage commissions. None of these commissions were paid to CHSI. The Oregon
Tax-Free Fund and the Income Fund did not pay any brokerage commissions in the
fiscal year ended October 31, 1997. Of the commissions paid in the fiscal year
ended October 31, 1997, the Special Fund paid $658,128, the Small Cap Fund paid
$1,503,609, the Equity Fund paid $275,112, the Managed Fund paid $170,543 and
the Real Estate Investment Fund paid $113,258 in commissions to brokers that
provided both research and execution services or third party research products.
For the period ended April 30, 1998, the Special Fund paid $238,732, the Small
Cap Fund paid $200,337, the Equity Fund paid $995,972, the Managed Fund paid
$180,347 and the Real Estate Investment Fund paid $48,917 in brokerage
commissions. None of these commissions were paid to CHSI. Neither the Oregon
Fund nor the Income Fund paid brokerage commissions during the period. Of the
commissions paid during the period ended April 30, 1998, the Special Fund paid
$85,053, the Small Cap Fund paid $66,611, the Equity Fund paid $844,779, the
Managed Fund paid $153,741 and the Real Estate Investment Fund paid $34,526 in
commissions to brokers that provided both research and execution services or
third party research products.
Directors, Trustees and Fees
The following Trustees, Directors and officers of the Funds, which generally
served until October 19, 1998, are listed below, together with information about
their principal business occupations during the last five years. Information
about the Trust's current Trustees and officers appears in Part 2 of this SAI.
RICHARD S. HUSON,* 58, was a Trustee or Director and President of each of the
Funds. Mr. Huson is a chartered financial analyst. Mr. Huson was a director
and Secretary of the Advisor. Mr. Huson has, since 1980, served in various
positions with the Advisor including roles such as Vice President/Secretary
and portfolio manager. His business address is 121 S.W. Morrison, Suite
1400, Portland, Oregon 97204.
JAMES E. CRABBE,* 52, was a Trustee or Director and Vice President of each of
the Funds. He is a director and President of the Advisor. Mr. Crabbe has,
since 1980, served in various positions with the Advisor, and is currently
its President, Chief Investment Officer and a portfolio manager. His
business address is 121 SW Morrison, Suite 1400, Portland, Oregon 97204.
GARY L. CAPPS, 61, was a Trustee or Director of each of the Funds. Mr. Capps was
the owner and Chief Executive Officer of ten radio stations in Oregon,
Idaho and Washington from 1964 until 1986. He has been a director of Bank
of the Cascades in Bend, Oregon since 1980, and has served as Chairman
since 1983. His business address is 63085 N. Hwy 97, Bend, Oregon 97701.
CHERYL BURGERMEISTER,* 46, was Treasurer of the Funds. Ms. Burgermeister has
been employed by the Advisor for the past nine years, and has been the
chief financial officer of the Advisor since 1989. Ms. Burgermeister's
business address is 121 SW Morrison, Suite 1400, Portland, Oregon 97204.
Ms. Burgermeister is Treasurer of CHSI.
LOUIS SCHERZER, 77, was a Trustee or Director of each of the Funds. Mr. Scherzer
is an officer of Scherzer Partners, Inc., a real estate development and
management firm located at 5440 SW Westgate Drive, Suite 222, Portland,
Oregon 97221. Mr. Scherzer has been an independent real estate developer
and manager for more than 10 years.
BOB L. SMITH, 60, was a Trustee or Director of each of the Funds. Mr. Smith has
been President of VIP's Industries since 1968, and has been a Director of
Western Security Bank since 1980, a Director of KeyCorp since 1988 and a
Director of Blue Cross/Blue Shield of Oregon since 1984. His business
address is 280 Liberty Street S.E., Salem, Oregon 97301.
CRAIGP. STUVLAND,* 42, was a Trustee or Director and Secretary of each of the
Funds. Mr. Stuvland has been employed by the Advisor since June, 1987; he
is currently an Executive Vice President and a Director. Mr. Stuvland's
business address is 121 S.W. Morrison, Suite 1400, Portland, Oregon 97204.
Mr. Stuvland is President and a director of CHSI.
RICHARD P. WOLLENBERG, 82, was a Trustee or Director of each of the Funds. Mr.
Wollenberg has been Chairman and Chief Executive Officer of Longview Fibre
Company since 1978, and a Trustee of Reed College since 1962. His business
address is Longview Fibre Company, P.O. Box 606, Longview, Washington
98632.
WILLIAM WENDELL WYATT, JR., 47, was a Trustee or Director of each of the Funds.
Mr. Wyatt has been Chief of Staff, Office of the Governor, State of Oregon,
since April, 1995. From 1987 to 1995, he was President of the Oregon
Business Council. His business address is 254 State Capitol, Salem, Oregon
97310-0370.
*The persons indicated were "interested persons" of the Fund, as defined in the
Investment Company Act of 1940 (the "1940 Act") as amended. They received no
trustees' or directors' fees or salaries from any of the Funds.
<PAGE>
The following table sets forth compensation received by the former disinterested
directors of the Funds during the fiscal year ended October 31, 1997. No officer
of any of the Funds received compensation in excess of $60,000 from an
individual Fund.
<TABLE>
<CAPTION>
Total Compensation From
Aggregate Compensation Fund Complex Paid To Each
Name of Person, Position From Fund, Per Director Trustee/Director (c)
------------------------ ----------------------- --------------------
<S> <C> <C> <C>
Smith, Scherzer, Wyatt,
Directors Special Fund $ 4,873 $11,719
Real Estate Fund 429
Equity Fund 3,213
Managed Fund 1,684
Oregon Tax-Free Fund 517
Income Fund 147
U.S. Government Income Fund 160
U.S. Government Money Market Fund 604
Small Cap Fund (d) 92
Wollenberg, Capps,
Directors Special Fund 4,818 11,619
Real Estate Fund 128
Equity Fund 3,184
Managed Fund 1,675
Oregon Tax-Free Fund 515
Income Fund 147
U.S. Government Income Fund 159
U.S. Government Money Market Fund 601
Small Cap Fund(d) 92
</TABLE>
(c) At October 31, 1997, there were nine Funds in the Fund Complex, including
Crabbe Huson U.S. Government Income Fund and Crabbe Huson U.S. Government
Money Market Fund each of which were merged into existing series of
Colonial Trust II on October 19, 1998.
(d) The Small Cap fund commenced operations February 20, 1996.
The Funds also reimbursed trustees/directors' expenses for attending shareholder
and director meetings for directors who are not officers, directors, or
employees of the Advisor or CHSI.
Effective on the date of this SAI, the following individuals are Trustees for
the Funds. Compensation is estimated based upon future payments to be made
during the fiscal year ending on October 31, 1998, using estimated relative Fund
net assets(e):
<TABLE>
<CAPTION>
Trustee Estimated Aggregate Compensation From Fund:
Special Real Estate Equity Managed Oregon Tax-Free Income Small Cap
<S> <C> <C> <C> <C> <C> <C>
Robert J. Birnbaum $86 $57 $131 $83 $59 $54 $74
Tom Bleasdale 86 57 131 83 59 54 74
Lora S. Collins 86 57 131 83 59 54 74
James E. Grinnell 86 57 131 83 59 54 74
Richard W. Lowry 86 57 131 83 59 54 74
William E. Mayer 86 57 131 83 59 54 74
James L. Moody, Jr. 86 57 131 83 59 54 74
John J. Neuhauser 86 57 131 83 59 54 74
Robert L. Sullivan 86 57 131 83 59 54 74
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Total Compensation From Trust and Fund
Complex Paid To The Trustees For The
Trustee Calendar Year Ended December 31, 1997(f)
- ------- ----------------------------------------
<S> <C>
Robert J. Birnbaum $ 93,949
Tom Bleasdale 106,432(g)
Lora S. Collins 93,949
James E. Grinnell 94,698(h)
Richard W. Lowry 94,698
William E. Mayer 89,949
James L. Moody, Jr. 98,447(i)
John J. Neuhauser 94,948
Robert L. Sullivan 99,945
</TABLE>
(e) The Funds do not currently offer pension or retirement plan benefits to
Trustees.
(f) At December 31, 1997, the Liberty Funds complex consisted of 39
open-end and 5 closed-end management investment company portfolios.
(g) Includes $57,454 payable in later years as deferred compensation.
(h) Includes $6,273 payable in later years as deferred compensation.
(i) Total compensation of $98,447 will be payable in later years as deferred
compensation.
The following table sets forth the amount of compensation paid to Messrs.
Birnbaum, Grinnell and Lowry in their capacities as Trustees or Directors of the
Liberty All-Star Equity Fund and of the Liberty All-Star Growth Fund, Inc.
(formerly known as The Charles Allmon Trust, Inc.) (together, Liberty Funds) for
service during the calendar year ended December 31, 1997:
Total Compensation
From Liberty Funds For
The Calendar Year Ended
Trustee December 31, 1997 (j)
[S] [C]
Robert J. Birnbaum $26,800
James E. Grinnell 26,800
Richard W. Lowry 26,800
(j) The Liberty Funds are advised by Liberty Asset Management Company
(LAMCO). LAMCO is an indirect wholly-owned subsidiary of Liberty
Financial Companies, Inc.(an intermediate parent of the Advisor and the
Administrator).
Ownership of the Funds
The following information is as of October 6, 1998 and references the ownership
of 5% or more of each class of shares of the Funds' predecessor series as if the
Class A or Class I shares had existed on such date:
Special Fund, Class A:
- ---------------------
Charles Schwab & Co. Inc, Special Custody Account for the Benefit of
Customers, Attn: Mutual Funds, 101 Montgomery Street, San Francisco, CA
94104-4122 (3,332,864 shares/24.19%)
National Financial Services Corp., Attn: Mutual Funds, 200 Liberty Street,
5th Floor, One World Trade Center, New York, NY 10281-5500 (802,974
shares/5.83%)
Small Cap Fund, Class A:
- -----------------------
Charles Schwab & Co. Inc, Special Custody Account for the Benefit of
Customers, Attn: Mutual Funds, 101 Montgomery Street, San Francisco, CA
94104-4122 (316,815 shares/16.11%)
Enele & Co. Dividend Reinvest, 1211 S.W. 5th Ave. Suite 1900, Portland, OR
97204-3719 (172,065 shares/8.75%)
Bankers Trust Cust. FBO Retail Drug Employee Pension Funds DTD 9/1/98, Lisa
McCauley and Fatima Movaghar TTEES, 300 South Grand Ave., Floor 40, Los Angeles,
CA 90071 (108,254/5.51%)
<PAGE>
Real Estate Fund, Class A:
- -------------------------
Charles Schwab & Co. Inc, Special Custody Account for the Benefit of
Customers, Attn: Mutual Funds, 101 Montgomery Street, San Francisco, CA
94104-4122 (592,307 shares/33.06%)
Enele & Co. Dividend Reinvest, 1211 S.W. 5th Ave. Suite 1900, Portland, OR
97204-3719 (413,717 shares/23.10%)
Equity Fund, Class A:
- --------------------
Charles Schwab & Co. Inc, Special Custody Account for the Benefit of
Customers, Attn: Mutual Funds, 101 Montgomery Street, San Francisco, CA
94104-4122 (4,301,896 shares/29.30%)
Boston Safe Deposit & Trust Co., Agent for Dreyfus Trust Co., James Peluso
TTEE, 1 Cabot Road, Medford, MA 02156-5141 (1,367,818 shares/9.32%)
National Financial Services Corp., FBO Our Customers, Attn: Mutual Funds,
200 Liberty Street, 5th Floor, One World Trade Center, New York, NY 10281-5500
(773,612 shares/5.27%)
Managed Fund, Class A:
- ---------------------
Charles Schwab & Co. Inc, Special Custody Account for the Benefit of
Customers, Attn: Mutual Funds, 101 Montgomery Street, San Francisco, CA
94104-4122 (332,449 shares/6.08%)
Income Fund, Class A:
- --------------------
Charles Schwab & Co. Inc, Special Custody Account for the Benefit of
Customers, Attn: Mutual Funds, 101 Montgomery Street, San Francisco, CA
94104-4122 (274,554 shares/41.89%)
IBAK & Co., P.O. Box 1700, 102 South Clinton, Iowa City, IA 52240-4024
(94,711 shares/14.45%)
Enele & Co. Dividend Reinvest, 1211 S.W. 5th Ave. Suite 1900, Portland, OR
97204-3719 (45,474 shares/6.94%)
State Street Bank & Trust Co., Custodian for the Rollover IRA of Wallace E.
Smith, Jr., 2042 Summit Dr., Lake Oswego, OR 97034-3624 (35,678 shares/5.44%)
Small Cap Fund, Class I:
- -----------------------
Enele & Co. Dividend Reinvest, 1211 S.W. 5th Ave. Suite 1900, Portland, OR
97204-3719 (1,429,926 shares/20.32%)
AAAA Retirement Fund for Member Agencies, Wendy E. Jones TTEE, Donald S.
Lewis TTEE, 201 McCullough Dr., Suite 100, Charlotte, NC 28262-4345 (1,306,269
shares/18.57%)
M&I Trust Co. TTEE Neese/Crabbe Huson, 1000 N. Water St., 14th Floor,
Milwaukee, WI 53202-6648 (586,355 shares/8.33%)
Union Colony Bank TTEE, Weld County Pension Trust, P.O. Box 1647, Greeley,
CO 80632-1647 (549,254 shares/7.81%)
Owensboro Mercy Health System, Inc., Reg Carlson & William O. Price TTEE,
P.O. Box 92800, Rochester, NY 14692-8900 (499,804 shares/7.10%)
Fleet National Bank TTEE, Astern Maine Medical Pension Plan DTD 7-30-97,
P.O. Box 92800, Rochester, NY 14692-8900 (372,739 shares/5.30%)
Charles Schwab & Co. Inc, Special Custody Account for the Benefit of
Customers, Attn: Mutual Funds, 101 Montgomery Street, San Francisco, CA
94104-4122 (366,818 shares/5.21%)
Equity Fund, Class I:
- --------------------
IBEW Local 76 Retirement Trust, C/O Employee Benefit Administrators Leroy
T. Hare TTEE, 3400 188th St., West Lynwood, WA 98037-4747 (946,120
shares/53.29%)
Enele & Co. Dividend Reinvest, 1211 S.W. 5th Ave. Suite 1900, Portland, OR
97204-3719 (208,912 shares/11.77%)
Key Trust Co. TTEE FBO Ben Bridge Jewelers DTD 01-31-68, P.O. Box 94871,
Cleveland, OH 44101-4871 (175,626 shares 9.89%)
Tulsa & Company, P.O. Box 3688, Tulsa, OK 74101-3688 (167,671 shares/9.44%)
Managed Fund, Class I:
- ---------------------
IBEW Local 76 Retirement Trust, C/O Employee Benefit Administrators Leroy
T. Hare TTEE, 3400 188th St., West Lynwood, WA 98037-4747 (1,028,079
shares/33.16%)
Enele & Co. Cash Dividend Acct., 1211 S.W. 5th Ave. Suite 1900, Portland,
OR 97204-3719 (470,418 shares/15.17%)
Enele & Co. Dividend Reinvest, 1211 S.W. 5th Ave. Suite 1900, Portland, OR
97204-3719 (333,350 shares/10.75%)
Enele & Co. Dividend Reinvest, 1211 S.W. 5th Ave. Suite 1900, Portland, OR
97204-3719 (329,734 shares/10.64%)
Klamath Medical Clinic PC Profit Sharing Plan, Randal A. Machado, MD TTEE
James F. Novak, MD TTEE, 1905 Main St., Klamath Falls, OR 97601-2649 (321,210
shares 10.36%)
No shareholder of record owned more than 5% of the Oregon Tax-Free Fund and the
trustees, directors and officers of the Funds owned in the aggregate less than
1% of each fund's outstanding shares on October 6, 1998.
12b-1 Plan, CDSC and Conversion of Shares
The Funds offer multiple classes of shares, including Class A, Class B, Class C
and, for certain Funds, Class I; Income Fund offers only Class A and Class I
shares. The Funds may in the future offer other classes of shares. The Trustees
have approved 12b-1 plans (Plans) pursuant to Rule 12b-1 under the Act for each
of the Class A, Class B and Class C shares of the Funds. Under the Plans, each
Fund pays LFDI monthly a service fee at an annual rate of 0.25% of net assets
attributed to the ClassA, Class B and Class C shares and a distribution fee at
an annual rate of 0.75% of average daily net assets attributed to Class B and
Class C shares. LFDI may use the entire amount of such fees to defray the cost
of commissions and service fees paid to financial service firms (FSFs) and for
certain other purposes. Since the distribution and service fees are payable
regardless of LFDI's expenses, LFDI may realize a profit from the fees.
The Plans authorize any other payments by a Fund to LFDI and its affiliates
(including the Advisor) to the extent that such payments might be construed to
be indirectly financing the distribution of Fund shares.
The Trustees believe the Plans could be a significant factor in the growth and
retention of assets resulting in a more advantageous expense ratio and increased
investment flexibility which could benefit shareholders of each class of the
Funds. The Plans will continue in effect from year to year so long as
continuance is specifically approved at least annually by a vote of the
Trustees, including the Trustees who are not interested persons of the Trust and
have no direct or indirect financial interest in the operation of the Plans or
in any agreements related to the Plans (Independent Trustees), cast in person at
a meeting called for the purpose of voting on the Plans. The Plan may not be
amended to increase the fee materially without approval by vote of a majority of
the outstanding voting securities of the relevant class of shares and all
material amendments of the Plans must be approved by the Trustees in the manner
provided in the foregoing sentence. The Plans may be terminated at any time by
vote of a majority of the Independent Trustees or by vote of a majority of the
outstanding voting securities of the relevant class of shares. The continuance
of the Plans will only be effective if the selection and nomination of the
Trustees who are non-interested Trustees is effected by such non-interested
Trustees.
Class A shares are offered at net asset value plus varying sales charges which
may include a CDSC. Class B shares are offered at net asset value subject to a
CDSC if redeemed within six years after purchase. Class C shares are offered at
net asset value and are subject to a 1.00% CDSC on redemptions within one year
after purchase. Class I shares are offered at net asset value. The CDSCs are
described in the Prospectuses.
No CDSC will be imposed on distributions or on amounts which represent an
increase in the value of the shareholder's account resulting from capital
appreciation. In determining the applicability and rate of any CDSC, it will be
assumed that a redemption is made first of shares representing capital
appreciation, next of shares representing reinvestment of distributions and
finally of other shares held by the shareholder for the longest period of time.
Eight years after the end of the month in which a Class B share is purchased,
such share and a pro rata portion of any shares issued on the reinvestment of
distributions will be automatically converted into Class A shares having an
equal value, which are not subject to the distribution fee.
<PAGE>
During the fiscal year ended October 31, 1997, the Funds paid the following
amounts under the Funds' Plans:
<TABLE>
<CAPTION>
Printing/Mailing Broker/Dealer Salesperson
Fund Total Advertising Prospectus Payments Payments Other(k)
- ---- ----- ----------- ---------------- ------------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Special Fund $924,527(l) $135,155 $70,201 $576,608 $11,039 $131,523
Small Cap Fund $ 61,209 $ 9,540 $ 7,693 $ 36,198 $ 7 $ 7,772
Real Estate Fund $113,986(m) $ 20,430 $ 8,282 $ 74,162 $ 230 $ 10,882
Equity Fund $964,533 $122,918 $66,733 $629,896 $18,798 $126,188
Managed Fund $271,922(n) $ 35,566 $21,645 $178,405 $ 208 $ 36,097
Oregon Tax-Free Fund $ 44,316 $ 8,197 $ 6,415 $ 21,092 $ 647 $ 7,965
Income Fund $ 7,200 $ 1,203 $ 600 $ 4,205 $ -0- $ 1,192
</TABLE>
(k) This category consists of miscellaneous expenses incurred in promoting the
Funds' shares, including salary expenses, NASD Fees and miscellaneous
office expenses.
(l) Of this amount, the Special Fund paid $636,830, and the balance was paid by
the Advisor.
(m) Of this amount, the Real Estate Fund paid $77,911, and the balance was
paid by the Advisor.
(n) Of this amount, the Managed Fund paid $264,915, and the balance was
paid by the Advisor.
During the period ended April 30, 1998, the Funds paid the following amounts
under the Funds' Plans:
<TABLE>
<CAPTION>
Printing/Mailing Broker/Dealer Salesperson
Fund Total Advertising Prospectus Payments Payments Other(k)
- ---- ----- ----------- ---------------- ------------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Special Fund $397,396 (o) $62,906 $32,691 $237,884 $1,160 $62,755
Small Cap Fund $ 45,790 (p) $ 7,749 $ 5,948 $ 25,064 $ 128 $ 6,901
Real Estate Fund $ 48,625 (q) $ 6,045 $ 3,833 $ 33,111 $ -0- $ 5,636
Equity Fund $467,348 (r) $64,709 $34,680 $295,241 $5,746 $66,972
Managed Fund $100,372 (s) $17,514 $ 9,484 $ 56,678 $ 19 $16,677
Oregon Tax-Free Fund $ 22,914 (t) $ 4,733 $ 2,360 $ 11,138 $ -0- $ 4,683
Income Fund $ 6,371 (u) $ 1,668 $ 1,914 $ 2,157 $ -0- $ 632
</TABLE>
(o) Of this amount, the Special Fund paid $368,974 and the balance was paid by
the Advisor.
(p) Of this amount, the Small Cap Fund paid $39,893 and the balance was paid by
the Advisor.
(q) Of this amount, the Real Estate Fund paid $38,210 and the balance was paid
by the Advisor.
(r) Of this amount, the Equity Fund paid $434,597 and the balance was paid by
the Advisor.
(s) Of this amount, the Managed Fund paid $92,324 and the balance was paid by
the Advisor.
(t) Of this amount, the Oregon Tax-Free Fund paid $20,665 and the balance was
paid by the Advisor.
(u) Of this amount, the Income Fund paid $3,445 and the balance was paid by the
Advisor.
INVESTMENT PERFORMANCE
As of October 31, 1997, no Class B or Class C shares were issued. Class A shares
were formerly designated as the "Primary Class" and Class I shares were formerly
designated as the "Institutional Class".
Certain Funds Class A yields for the months ended April 30, 1998 and October 31,
1997 are referenced below. Yields reflect a voluntary fee waiver in effect. Had
the waiver not been in effect, the Funds' yields would have been lower:
April 30, 1998 October 31, 1997
[S] [C] [C]
Real Estate Fund 3.40% 2.15%
Oregon Tax-Free Fund 3.63% 3.61%
Income Fund 5.75% 6.07%
The Oregon Tax-Free Fund's Class A tax-equivalent yields for the fiscal year
ended October 31, 1997 and the six-month period ended April 30, 1998 were 6.57%
and 6.60%, respectively.
The average annual total returns for the Funds' shares for the years ending
October 31, 1997 and the six-month period ended April 30, 1998, restated to
reflect applicable sales charges, are as referenced below. Performance results
reflect any voluntary fee waiver or expense reimbursement by the Advisor or its
affiliates of Fund expenses. Absent these waivers and/or reimbursements,
performance results would have been lower:
<TABLE>
<CAPTION>
Class A Shares
Special Fund
10 years
Six-Months 1 year 5 years (or since inception)
---------- ------ ------- --------------------
<S> <C> <C> <C> <C>
With sales charge of 5.75% (11.69)% 19.34% 17.16% 16.27%
Without sales charge (6.30)% 26.62% 18.56% 16.96%
Equity Fund
10 years
Six-Months 1 year 5 years (or since inception)(o)
---------- ------ ------- -----------------------
<S> <C> <C> <C> <C>
With sales charge of 5.75% 7.32% 22.40% 17.22% 14.96%
Without sales charge 13.87% 29.87% 18.61% 15.74%
Managed Fund
10 years
Six-Months 1 year 5 years (or since inception)(o)
---------- ------ ------- -----------------------
<S> <C> <C> <C> <C>
With sales charge of 4.75% 4.27% 14.24% 11.80% 10.63%
Without sales charge 9.47% 19.94% 12.89% 11.25%
Oregon Tax-Free Fund
10 years
Six-Months 1 year 5 years (or since inception)
---------- ------ ------- --------------------
<S> <C> <C> <C> <C>
With sales charge of 4.75% (3.25)% 1.60% 4.74% 6.44%
Without sales charge 1.57% 6.67% 5.77% 6.96%
Income Fund
10 years
Six-Months 1 year 5 years (or since inception)(v)
---------- ------ ------- -----------------------
<S> <C> <C> <C> <C>
With sales charge of 4.75% (1.14)% 4.49% 5.16% 6.96%
Without sales charge 3.79% 9.70% 6.19% 7.56%
Small Cap Fund
10 years
Six-Months 1 year 5 years (or since inception)(w)
---------- ------ ------- -----------------------
<S> <C> <C> <C> <C>
With sales charge of 5.75% (5.53)% 34.19% N/A 25.76%
Without sales charge 0.23% 42.38% N/A 30.42%
<PAGE>
Real Estate Fund
10 years
Six-Months 1 year 5 years (or since inception)(x)
---------- ------ ------- -----------------------
<S> <C> <C> <C> <C>
With sales charge of 5.75% (2.88)% 22.09% N/A 14.17%
Without sales charge 3.04% 29.54% N/A 16.11%
</TABLE>
(v) Commencement of Operations January 31, 1989.
(w) Commencement of Operations February 20, 1996.
(x) Commencement of Operations April 4, 1994.
The Class I shares average annual total returns for the Funds' for the years
ending October 31, 1997 and the six-month period ended April 30, 1998, were as
follows:
Managed Fund
Six-Months 1 year Since Inception
---------- ------- ---------------
[C] [C] [C]
9.65% 20.39% 20.84%(y)
Equity Fund
Six-Months 1 year Since Inception
---------- ------ ---------------
[C] [C] [C]
14.08% 30.35% 25.98%(z)
Small Cap Fund
Six-Months 1 year Since Inception
---------- ------ ---------------
[C] [C] [C]
0.46% 43.11% 39.74%(aa)
(y) Commencement of Operations October 28, 1996.
(z) Commencement of Operations October 3, 1996.
(aa) Commencement of Operations October 10, 1996.
The Funds' Class A and Class I distribution rates at October 31, 1997, which are
generally based on annual or annualized distributions and the maximum offering
price at the end of the month, were as follows
Class A Shares Class I Shares
-------------- --------------
[S] [C] [C]
Special Fund N/A N/A
Equity Fund N/A N/A
Managed Fund 2.29% 2.73%
Oregon Tax-Free Fund 4.12% N/A
Income Fund 6.06% N/A
Small Cap Fund N/A N/A
Real Estate Fund 2.68% N/A
See Part 2 of this SAI "Performance Measures" for how calculations are made.
CUSTODIAN
State Street Bank & Trust Company is the custodian for the Funds. The custodian
is responsible for safeguarding and controlling the Funds' cash and securities,
receiving and delivering securities and collecting the each Fund's interest and
dividends.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP acts as the Funds' independent auditors. In such capacity,
KPMG Peat Marwick LLP performs the annual audit of each Fund's financial
statements and assists in the preparation of tax returns. The October 31, 1997
financial statements incorporated by reference in this SAI have been so
incorporated, and the financial highlights for a share outstanding through
October 31, 1997 included in the Prospectuses have been so included, in reliance
upon the report of KPMG Peat Marwick LLP given on the authority of said firm as
experts in accounting and auditing.
The financial statements and Independent Auditors' Report appearing in the
Funds' October 31, 1997 Annual Report are incorporated in this SAI by reference.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
PART 2
The following information applies generally to the funds advised by the Advisor
or the Administrator. "Fund" or "funds" include The Crabbe Huson Special Fund,
Crabbe Huson Small Cap Fund, Crabbe Huson Real Estate Investment Fund, Crabbe
Huson Equity Fund, Crabbe Huson Managed Income & Equity Fund, Crabbe Huson
Oregon Tax-Free Fund, Crabbe Huson Contrarian Income Fund, each a series of
Colonial Trust III and may include other funds advised by the Administrator. In
certain cases, the discussion applies to some but not all of the funds, and you
should refer to your Fund's Prospectus and to Part 1 of this SAI to determine
whether the matter is applicable to your Fund. You may also be referred to Part
1 for certain data applicable to your Fund.
MISCELLANEOUS INVESTMENT PRACTICES
Part 1 of this Statement lists on page b which of the following investment
practices are available to your Fund. If an investment practice is not listed in
Part 1 of this SAI, it is not applicable to your Fund.
Short-Term Trading
In seeking the fund's investment objective, the Advisor will buy or sell
portfolio securities whenever it believes it is appropriate. The Advisor's
decision will not generally be influenced by how long the fund may have owned
the security. From time to time the fund will buy securities intending to seek
short-term trading profits. A change in the securities held by the fund is known
as "portfolio turnover" and generally involves some expense to the fund. These
expenses may include brokerage commissions or dealer mark-ups and other
transaction costs on both the sale of securities and the reinvestment of the
proceeds in other securities. If sales of portfolio securities cause the fund to
realize net short-term capital gains, such gains will be taxable as ordinary
income. As a result of the fund's investment policies, under certain market
conditions the fund's portfolio turnover rate may be higher than that of other
mutual funds. The fund's portfolio turnover rate for a fiscal year is the ratio
of the lesser of purchases or sales of portfolio securities to the monthly
average of the value of portfolio securities, excluding securities whose
maturities at acquisition were one year or less. The fund's portfolio turnover
rate is not a limiting factor when the Advisor considers a change in the fund's
portfolio.
Lower Rated Debt Securities
Lower rated debt securities are those rated lower than Baa by Moody's, BBB by
S&P, or comparable unrated debt securities. Relative to debt securities of
higher quality,
1. an economic downturn or increased interest rates may have a more
significant effect on the yield, price and potential for default for
lower rated debt securities;
2. the secondary market for lower rated debt securities may at times become
less liquid or respond to adverse publicity or investor perceptions,
increasing the difficulty in valuing or disposing of the bonds;
3. the Advisor's credit analysis of lower rated debt securities may have a
greater impact on the fund's achievement of its investment objective and
4. lower rated debt securities may be less sensitive to interest rate
changes, but are more sensitive to adverse economic developments.
In addition, certain lower rated debt securities may not pay interest in cash on
a current basis.
Small Companies
Smaller, less well established companies may offer greater opportunities for
capital appreciation than larger, better established companies, but may also
involve certain special risks related to limited product lines, markets, or
financial resources and dependence on a small management group. Their securities
may trade less frequently, in smaller volumes, and fluctuate more sharply in
value than securities of larger companies.
Foreign Securities
The fund may invest in securities traded in markets outside the United States.
Foreign investments can be affected favorably or unfavorably by changes in
currency rates and in exchange control regulations. There may be less publicly
available information about a foreign company than about a U.S. company, and
foreign companies may not be subject to accounting, auditing and financial
reporting standards comparable to those applicable to U.S. companies. Securities
of some foreign companies are less liquid or more volatile than securities of
U.S. companies, and foreign brokerage commissions and custodian fees may be
higher than in the United States. Investments in foreign securities can involve
other risks different from those affecting U.S. investments, including local
political or economic developments, expropriation or nationalization of assets
and imposition of withholding taxes on dividend or interest payments. Foreign
securities, like other assets of the fund, will be held by the fund's custodian
or by a subcustodian or depository. See also "Foreign Currency Transactions"
below.
The fund may invest in certain Passive Foreign Investment Companies (PFICs)
which may be subject to U.S. federal income tax on a portion of any "excess
distribution" or gain (PFIC tax) related to the investment. The PFIC tax is the
highest ordinary income rate, and it could be increased by an interest charge on
the deemed tax deferral.
The fund may possibly elect to include in its income its pro rata share of the
ordinary earnings and net capital gain of PFICs. This election requires certain
annual information from the PFICs which in many cases may be difficult to
obtain. An alternative election would permit the fund to recognize as income any
appreciation (and to a limited extent, depreciation) on its holdings of PFICs as
of the end of its fiscal year. See "Taxation" below.
Zero Coupon Securities (Zeros)
The fund may invest in zero coupon securities which are securities issued at a
significant discount from face value and pay interest only at maturity rather
than at intervals during the life of the security and in certificates
representing undivided interests in the interest or principal of mortgage-backed
securities (interest only/principal only), which tend to be more volatile than
other types of securities. The Fund will accrue and distribute income from
stripped securities and certificates on a current basis and may have to sell
securities to generate cash for distributions.
Step Coupon Bonds (Steps)
The fund may invest in debt securities which pay interest at a series of
different rates (including 0%) in accordance with a stated schedule for a series
of periods. In addition to the risks associated with the credit rating of the
issuers, these securities may be subject to additional volatility risk than
fixed rate debt securities.
Tender Option Bonds
A tender option bond is a municipal security (generally held pursuant to a
custodial arrangement) having a relatively long maturity and bearing interest at
a fixed rate substantially higher than prevailing short-term tax-exempt rates,
that has been coupled with the agreement of a third party, such as a bank,
broker-dealer or other financial institution, pursuant to which such institution
grants the security holders the option, at periodic intervals, to tender their
securities to the institution and receive the face value thereof. As
consideration for providing the option, the financial institution receives
periodic fees equal to the difference between the municipal security's fixed
coupon rate and the rate, as determined by a remarketing or similar agent at or
near the commencement of such period, that would cause the securities, coupled
with the tender option, to trade at par on the date of such determination. Thus,
after payment of this fee, the security holder effectively holds a demand
obligation that bears interest at the prevailing short-term tax-exempt rate. The
Advisor will consider on an ongoing basis the creditworthiness of the issuer of
the underlying municipal securities, of any custodian, and of the third-party
provider of the tender option. In certain instances and for certain tender
option bonds, the option may be terminable in the event of a default in payment
of principal or interest on the underlying municipal securities and for other
reasons.
Pay-In-Kind (PIK) Securities
The fund may invest in securities which pay interest either in cash or
additional securities. These securities are generally high yield securities and
in addition to the other risks associated with investing in high yield
securities, are subject to the risks that the interest payments which consist of
additional securities are also subject to the risks of high yield securities.
Money Market Instruments
Government obligations are issued by the U.S. or foreign governments, their
subdivisions, agencies and instrumentalities. Supranational obligations are
issued by supranational entities and are generally designed to promote economic
improvements. Certificates of deposits are issued against deposits in a
commercial bank with a defined return and maturity. Banker's acceptances are
used to finance the import, export or storage of goods and are "accepted" when
guaranteed at maturity by a bank. Commercial paper is promissory note issued by
businesses to finance short-term needs (including those with floating or
variable interest rates, or including a frequent interval put feature).
Short-term corporate obligations are bonds and notes (with one year or less to
maturity at the time of purchase) issued by businesses to finance long-term
needs. Participation Interests include the underlying securities and any related
guaranty, letter of credit, or collateralization arrangement which the fund
would be allowed to invest in directly.
<PAGE>
Securities Loans
The fund may make secured loans of its portfolio securities amounting to not
more than the percentage of its total assets specified in Part 1 of this SAI,
thereby realizing additional income. The risks in lending portfolio securities,
as with other extensions of credit, consist of possible delay in recovery of the
securities or possible loss of rights in the collateral should the borrower fail
financially. As a matter of policy, securities loans are made to banks and
broker-dealers pursuant to agreements requiring that loans be continuously
secured by collateral in cash or short-term debt obligations at least equal at
all times to the value of the securities on loan. The borrower pays to the fund
an amount equal to any dividends or interest received on securities lent. The
fund retains all or a portion of the interest received on investment of the cash
collateral or receives a fee from the borrower. Although voting rights, or
rights to consent, with respect to the loaned securities pass to the borrower,
the fund retains the right to call the loans at any time on reasonable notice,
and it will do so in order that the securities may be voted by the fund if the
holders of such securities are asked to vote upon or consent to matters
materially affecting the investment. The fund may also call such loans in order
to sell the securities involved.
Forward Commitments ("When-Issued" and "Delayed Delivery" Securities)
The fund may enter into contracts to purchase securities for a fixed price at a
future date beyond customary settlement time ("forward commitments" and "when
issued securities") if the fund holds until the settlement date, in a segregated
account, cash or liquid securities in an amount sufficient to meet the purchase
price, or if the fund enters into offsetting contracts for the forward sale of
other securities it owns. Forward commitments may be considered securities in
themselves, and involve a risk of loss if the value of the security to be
purchased declines prior to the settlement date. Where such purchases are made
through dealers, the fund relies on the dealer to consummate the sale. The
dealer's failure to do so may result in the loss to the fund of an advantageous
yield or price. Although the fund will generally enter into forward commitments
with the intention of acquiring securities for its portfolio or for delivery
pursuant to options contracts it has entered into, the fund may dispose of a
commitment prior to settlement if the Advisor deems it appropriate to do so. The
fund may realize short-term profits or losses upon the sale of forward
commitments.
Mortgage Dollar Rolls
In a mortgage dollar roll, the fund sells a mortgage-backed security and
simultaneously enters into a commitment to purchase a similar security at a
later date. The fund either will be paid a fee by the counterparty upon entering
into the transaction or will be entitled to purchase the similar security at a
discount. As with any forward commitment, mortgage dollar rolls involve the risk
that the counterparty will fail to deliver the new security on the settlement
date, which may deprive the fund of obtaining a beneficial investment. In
addition, the security to be delivered in the future may turn out to be inferior
to the security sold upon entering into the transaction. Also, the transaction
costs may exceed the return earned by the fund from the transaction.
Repurchase Agreements
The fund may enter into repurchase agreements. A repurchase agreement is a
contract under which the fund acquires a security for a relatively short period
(usually not more than one week) subject to the obligation of the seller to
repurchase and the fund to resell such security at a fixed time and price
(representing the fund's cost plus interest). It is the fund's present intention
to enter into repurchase agreements only with commercial banks and registered
broker-dealers and only with respect to obligations of the U.S. government or
its agencies or instrumentalities. Repurchase agreements may also be viewed as
loans made by the fund which are collateralized by the securities subject to
repurchase. The Advisor will monitor such transactions to determine that the
value of the underlying securities is at least equal at all times to the total
amount of the repurchase obligation, including the interest factor. If the
seller defaults, the fund could realize a loss on the sale of the underlying
security to the extent that the proceeds of sale including accrued interest are
less than the resale price provided in the agreement including interest. In
addition, if the seller should be involved in bankruptcy or insolvency
proceedings, the fund may incur delay and costs in selling the underlying
security or may suffer a loss of principal and interest if the fund is treated
as an unsecured creditor and required to return the underlying collateral to the
seller's estate.
Reverse Repurchase Agreements
In a reverse repurchase agreement, the fund sells a security and agrees to
repurchase the same security at a mutually agreed upon date and price. A reverse
repurchase agreement may also be viewed as the borrowing of money by the fund
and, therefore, as a form of leverage. The fund will invest the proceeds of
borrowings under reverse repurchase agreements. In addition, the fund will enter
into a reverse repurchase agreement only when the interest income expected to be
earned from the investment of the proceeds is greater than the interest expense
of the transaction. The fund will not invest the proceeds of a reverse
repurchase agreement for a period which exceeds the duration of the reverse
repurchase agreement. The fund may not enter into reverse repurchase agreements
exceeding in the aggregate one-third of the market value of its total assets,
less liabilities other than the obligations created by reverse repurchase
agreements. Each fund will establish and maintain with its custodian a separate
account with a segregated portfolio of securities in an amount at least equal to
its purchase obligations under its reverse repurchase agreements. If interest
rates rise during the term of a reverse repurchase agreement, entering into the
reverse repurchase agreement may have a negative impact on a money market fund's
ability to maintain a net asset value of $1.00 per share.
<PAGE>
Options on Securities
Writing covered options. The fund may write covered call options and covered put
options on securities held in its portfolio when, in the opinion of the Advisor,
such transactions are consistent with the fund's investment objective and
policies. Call options written by the fund give the purchaser the right to buy
the underlying securities from the fund at a stated exercise price; put options
give the purchaser the right to sell the underlying securities to the fund at a
stated price.
The fund may write only covered options, which means that, so long as the fund
is obligated as the writer of a call option, it will own the underlying
securities subject to the option (or comparable securities satisfying the cover
requirements of securities exchanges). In the case of put options, the fund will
hold cash and/or high-grade short-term debt obligations equal to the price to be
paid if the option is exercised. In addition, the fund will be considered to
have covered a put or call option if and to the extent that it holds an option
that offsets some or all of the risk of the option it has written. The fund may
write combinations of covered puts and calls on the same underlying security.
The fund will receive a premium from writing a put or call option, which
increases the fund's return on the underlying security if the option expires
unexercised or is closed out at a profit. The amount of the premium reflects,
among other things, the relationship between the exercise price and the current
market value of the underlying security, the volatility of the underlying
security, the amount of time remaining until expiration, current interest rates,
and the effect of supply and demand in the options market and in the market for
the underlying security. By writing a call option, the fund limits its
opportunity to profit from any increase in the market value of the underlying
security above the exercise price of the option but continues to bear the risk
of a decline in the value of the underlying security. By writing a put option,
the fund assumes the risk that it may be required to purchase the underlying
security for an exercise price higher than its then-current market value,
resulting in a potential capital loss unless the security subsequently
appreciates in value.
The fund may terminate an option that it has written prior to its expiration by
entering into a closing purchase transaction in which it purchases an offsetting
option. The fund realizes a profit or loss from a closing transaction if the
cost of the transaction (option premium plus transaction costs) is less or more
than the premium received from writing the option. Because increases in the
market price of a call option generally reflect increases in the market price of
the security underlying the option, any loss resulting from a closing purchase
transaction may be offset in whole or in part by unrealized appreciation of the
underlying security.
If the fund writes a call option but does not own the underlying security, and
when it writes a put option, the fund may be required to deposit cash or
securities with its broker as "margin" or collateral for its obligation to buy
or sell the underlying security. As the value of the underlying security varies,
the fund may have to deposit additional margin with the broker. Margin
requirements are complex and are fixed by individual brokers, subject to minimum
requirements currently imposed by the Federal Reserve Board and by stock
exchanges and other self-regulatory organizations.
Purchasing put options. The fund may purchase put options to protect its
portfolio holdings in an underlying security against a decline in market value.
Such hedge protection is provided during the life of the put option since the
fund, as holder of the put option, is able to sell the underlying security at
the put exercise price regardless of any decline in the underlying security's
market price. For a put option to be profitable, the market price of the
underlying security must decline sufficiently below the exercise price to cover
the premium and transaction costs. By using put options in this manner, the fund
will reduce any profit it might otherwise have realized from appreciation of the
underlying security by the premium paid for the put option and by transaction
costs.
Purchasing call options. The fund may purchase call options to hedge against an
increase in the price of securities that the fund wants ultimately to buy. Such
hedge protection is provided during the life of the call option since the fund,
as holder of the call option, is able to buy the underlying security at the
exercise price regardless of any increase in the underlying security's market
price. In order for a call option to be profitable, the market price of the
underlying security must rise sufficiently above the exercise price to cover the
premium and transaction costs. These costs will reduce any profit the fund might
have realized had it bought the underlying security at the time it purchased the
call option.
Over-the-Counter (OTC) options. The Staff of the Division of Investment
Management of the Securities and Exchange Commission has taken the position that
OTC options purchased by the fund and assets held to cover OTC options written
by the fund are illiquid securities. Although the Staff has indicated that it is
continuing to evaluate this issue, pending further developments, the fund
intends to enter into OTC options transactions only with primary dealers in U.S.
government securities and, in the case of OTC options written by the fund, only
pursuant to agreements that will assure that the fund will at all times have the
right to repurchase the option written by it from the dealer at a specified
formula price. The fund will treat the amount by which such formula price
exceeds the amount, if any, by which the option may be "in-the-money" as an
illiquid investment. It is the present policy of the fund not to enter into any
OTC option transaction if, as a result, more than 15% (10% in some cases, refer
to your fund's Prospectus) of the fund's net assets would be invested in (i)
illiquid investments (determined under the foregoing formula) relating to OTC
options written by the fund, (ii) OTC options purchased by the fund, (iii)
securities which are not readily marketable, and (iv) repurchase agreements
maturing in more than seven days.
Risk factors in options transactions. The successful use of the fund's options
strategies depends on the ability of the Advisor to forecast interest rate and
market movements correctly.
When it purchases an option, the fund runs the risk that it will lose its entire
investment in the option in a relatively short period of time, unless the fund
exercises the option or enters into a closing sale transaction with respect to
the option during the life of the option. If the price of the underlying
security does not rise (in the case of a call) or fall (in the case of a put) to
an extent sufficient to cover the option premium and transaction costs, the fund
will lose part or all of its investment in the option. This contrasts with an
investment by the fund in the underlying securities, since the fund may continue
to hold its investment in those securities notwithstanding the lack of a change
in price of those securities.
The effective use of options also depends on the fund's ability to terminate
option positions at times when the Advisor deems it desirable to do so. Although
the fund will take an option position only if the Advisor believes there is a
liquid secondary market for the option, there is no assurance that the fund will
be able to effect closing transactions at any particular time or at an
acceptable price.
If a secondary trading market in options were to become unavailable, the fund
could no longer engage in closing transactions. Lack of investor interest might
adversely affect the liquidity of the market for particular options or series of
options. A marketplace may discontinue trading of a particular option or options
generally. In addition, a market could become temporarily unavailable if unusual
events -- such as volume in excess of trading or clearing capability -- were to
interrupt normal market operations.
A marketplace may at times find it necessary to impose restrictions on
particular types of options transactions, which may limit the fund's ability to
realize its profits or limit its losses.
Disruptions in the markets for the securities underlying options purchased or
sold by the fund could result in losses on the options. If trading is
interrupted in an underlying security, the trading of options on that security
is normally halted as well. As a result, the fund as purchaser or writer of an
option will be unable to close out its positions until options trading resumes,
and it may be faced with losses if trading in the security reopens at a
substantially different price. In addition, the Options Clearing Corporation
(OCC) or other options markets may impose exercise restrictions. If a
prohibition on exercise is imposed at the time when trading in the option has
also been halted, the fund as purchaser or writer of an option will be locked
into its position until one of the two restrictions has been lifted. If a
prohibition on exercise remains in effect until an option owned by the fund has
expired, the fund could lose the entire value of its option.
Special risks are presented by internationally-traded options. Because of time
differences between the United States and various foreign countries, and because
different holidays are observed in different countries, foreign options markets
may be open for trading during hours or on days when U.S. markets are closed. As
a result, option premiums may not reflect the current prices of the underlying
interest in the United States.
Futures Contracts and Related Options
Upon entering into futures contracts, in compliance with the Securities and
Exchange Commission's requirements, cash or liquid securities, equal in value to
the amount of the fund's obligation under the contract (less any applicable
margin deposits and any assets that constitute "cover" for such obligation),
will be segregated with the fund's custodian.
A futures contract sale creates an obligation by the seller to deliver the type
of instrument called for in the contract in a specified delivery month for a
stated price. A futures contract purchase creates an obligation by the purchaser
to take delivery of the type of instrument called for in the contract in a
specified delivery month at a stated price. The specific instruments delivered
or taken at settlement date are not determined until on or near that date. The
determination is made in accordance with the rules of the exchanges on which the
futures contract was made. Futures contracts are traded in the United States
only on commodity exchange or boards of trade -- known as "contract markets" --
approved for such trading by the Commodity Futures Trading Commission (CFTC),
and must be executed through a futures commission merchant or brokerage firm
which is a member of the relevant contract market.
Although futures contracts by their terms call for actual delivery or acceptance
of commodities or securities, the contracts usually are closed out before the
settlement date without the making or taking of delivery. Closing out a futures
contract sale is effected by purchasing a futures contract for the same
aggregate amount of the specific type of financial instrument or commodity with
the same delivery date. If the price of the initial sale of the futures contract
exceeds the price of the offsetting purchase, the seller is paid the difference
and realizes a gain. Conversely, if the price of the offsetting purchase exceeds
the price of the initial sale, the seller realizes a loss. Similarly, the
closing out of a futures contract purchase is effected by the purchaser's
entering into a futures contract sale. If the offsetting sale price exceeds the
purchase price, the purchaser realizes a gain, and if the purchase price exceeds
the offsetting sale price, the purchaser realizes a loss.
Unlike when the fund purchases or sells a security, no price is paid or received
by the fund upon the purchase or sale of a futures contract, although the fund
is required to deposit with its custodian in a segregated account in the name of
the futures broker an amount of cash and/or U.S. government securities. This
amount is known as "initial margin." The nature of initial margin in futures
transactions is different from that of margin in security transactions in that
futures contract margin does not involve the borrowing of funds by the fund to
finance the transactions. Rather, initial margin is in the nature of a
performance bond or good faith deposit on the contract that is returned to the
fund upon termination of the futures contract, assuming all contractual
obligations have been satisfied. Futures contracts also involve brokerage costs.
Subsequent payments, called "variation margin," to and from the broker (or the
custodian) are made on a daily basis as the price of the underlying security or
commodity fluctuates, making the long and short positions in the futures
contract more or less valuable, a process known as "marking to market."
The fund may elect to close some or all of its futures positions at any time
prior to their expiration. The purpose of making such a move would be to reduce
or eliminate the hedge position then currently held by the fund. The fund may
close its positions by taking opposite positions which will operate to terminate
the fund's position in the futures contracts. Final determinations of variation
margin are then made, additional cash is required to be paid by or released to
the fund, and the fund realizes a loss or a gain. Such closing transactions
involve additional commission costs.
Options on futures contracts. The fund will enter into written options on
futures contracts only when, in compliance with the Securities and Exchange
Commission's requirements, cash or liquid securities equal in value to the
commodity value (less any applicable margin deposits) have been deposited in a
segregated account of the fund's custodian. The fund may purchase and write call
and put options on futures contracts it may buy or sell and enter into closing
transactions with respect to such options to terminate existing positions. The
fund may use such options on futures contracts in lieu of writing options
directly on the underlying securities or purchasing and selling the underlying
futures contracts. Such options generally operate in the same manner as options
purchased or written directly on the underlying investments.
As with options on securities, the holder or writer of an option may terminate
his position by selling or purchasing an offsetting option. There is no
guarantee that such closing transactions can be effected.
The fund will be required to deposit initial margin and maintenance margin with
respect to put and call options on futures contracts written by it pursuant to
brokers' requirements similar to those described above.
Risks of transactions in futures contracts and related options. Successful use
of futures contracts by the fund is subject to the Advisor`s ability to predict
correctly movements in the direction of interest rates and other factors
affecting securities markets.
Compared to the purchase or sale of futures contracts, the purchase of call or
put options on futures contracts involves less potential risk to the fund
because the maximum amount at risk is the premium paid for the options (plus
transaction costs). However, there may be circumstances when the purchase of a
call or put option on a futures contract would result in a loss to the fund when
the purchase or sale of a futures contract would not, such as when there is no
movement in the prices of the hedged investments. The writing of an option on a
futures contract involves risks similar to those risks relating to the sale of
futures contracts.
There is no assurance that higher than anticipated trading activity or other
unforeseen events might not, at times, render certain market clearing facilities
inadequate, and thereby result in the institution, by exchanges, of special
procedures which may interfere with the timely execution of customer orders.
To reduce or eliminate a hedge position held by the fund, the fund may seek to
close out a position. The ability to establish and close out positions will be
subject to the development and maintenance of a liquid secondary market. It is
not certain that this market will develop or continue to exist for a particular
futures contract. Reasons for the absence of a liquid secondary market on an
exchange include the following: (i) there may be insufficient trading interest
in certain contracts or options; (ii) restrictions may be imposed by an exchange
on opening transactions or closing transactions or both; (iii) trading halts,
suspensions or other restrictions may be imposed with respect to particular
classes or series of contracts or options, or underlying securities; (iv)
unusual or unforeseen circumstances may interrupt normal operations on an
exchange; (v) the facilities of an exchange or a clearing corporation may not at
all times be adequate to handle current trading volume; or (vi) one or more
exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of contracts or options (or a particular
class or series of contracts or options), in which event the secondary market on
that exchange (or in the class or series of contracts or options) would cease to
exist, although outstanding contracts or options on the exchange that had been
issued by a clearing corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms.
Use by tax-exempt funds of interest rate and U.S. Treasury security futures
contracts and options. The funds investing in tax-exempt securities issued by a
governmental entity may purchase and sell futures contracts and related options
on interest rate and U.S. Treasury securities when, in the opinion of the
Advisor, price movements in these security futures and related options will
correlate closely with price movements in the tax-exempt securities which are
the subject of the hedge. Interest rate and U.S. Treasury securities futures
contracts require the seller to deliver, or the purchaser to take delivery of,
the type of security called for in the contract at a specified date and price.
Options on interest rate and U.S. Treasury security futures contracts give the
purchaser the right in return for the premium paid to assume a position in a
futures contract at the specified option exercise price at any time during the
period of the option.
In addition to the risks generally involved in using futures contracts, there is
also a risk that price movements in interest rate and U.S. Treasury security
futures contracts and related options will not correlate closely with price
movements in markets for tax-exempt securities.
Index futures contracts. An index futures contract is a contract to buy or sell
units of an index at a specified future date at a price agreed upon when the
contract is made. Entering into a contract to buy units of an index is commonly
referred to as buying or purchasing a contract or holding a long position in the
index. Entering into a contract to sell units of an index is commonly referred
to as selling a contract or holding a short position. A unit is the current
value of the index. The fund may enter into stock index futures contracts, debt
index futures contracts, or other index futures contracts appropriate to its
objective(s). The fund may also purchase and sell options on index futures
contracts.
There are several risks in connection with the use by the fund of index futures
as a hedging device. One risk arises because of the imperfect correlation
between movements in the prices of the index futures and movements in the prices
of securities which are the subject of the hedge. The Advisor will attempt to
reduce this risk by selling, to the extent possible, futures on indices the
movements of which will, in its judgment, have a significant correlation with
movements in the prices of the fund's portfolio securities sought to be hedged.
Successful use of index futures by the fund for hedging purposes is also subject
to the Advisor's ability to predict correctly movements in the direction of the
market. It is possible that, where the fund has sold futures to hedge its
portfolio against a decline in the market, the index on which the futures are
written may advance and the value of securities held in the fund's portfolio may
decline. If this occurs, the fund would lose money on the futures and also
experience a decline in the value in its portfolio securities. However, while
this could occur to a certain degree, the Advisor believes that over time the
value of the fund's portfolio will tend to move in the same direction as the
market indices which are intended to correlate to the price movements of the
portfolio securities sought to be hedged. It is also possible that, if the fund
has hedged against the possibility of a decline in the market adversely
affecting securities held in its portfolio and securities prices increase
instead, the fund will lose part or all of the benefit of the increased values
of those securities that it has hedged because it will have offsetting losses in
its futures positions. In addition, in such situations, if the fund has
insufficient cash, it may have to sell securities to meet daily variation margin
requirements.
In addition to the possibility that there may be an imperfect correlation, or no
correlation at all, between movements in the index futures and the securities of
the portfolio being hedged, the prices of index futures may not correlate
perfectly with movements in the underlying index due to certain market
distortions. First, all participants in the futures markets are subject to
margin deposit and maintenance requirements. Rather than meeting additional
margin deposit requirements, investors may close futures contracts through
offsetting transactions which would distort the normal relationship between the
index and futures markets. Second, margin requirements in the futures market are
less onerous than margin requirements in the securities market, and as a result
the futures market may attract more speculators than the securities market.
Increased participation by speculators in the futures market may also cause
temporary price distortions. Due to the possibility of price distortions in the
futures market and also because of the imperfect correlation between movements
in the index and movements in the prices of index futures, even a correct
forecast of general market trends by the Advisor may still not result in a
successful hedging transaction.
Options on index futures. Options on index futures are similar to options on
securities except that options on index futures give the purchaser the right, in
return for the premium paid, to assume a position in an index futures contract
(a long position if the option is a call and a short position if the option is a
put), at a specified exercise price at any time during the period of the option.
Upon exercise of the option, the delivery of the futures position by the writer
of the option to the holder of the option will be accompanied by delivery of the
accumulated balance in the writer's futures margin account which represents the
amount by which the market price of the index futures contract, at exercise,
exceeds (in the case of a call) or is less than (in the case of a put) the
exercise price of the option on the index future. If an option is exercised on
the last trading day prior to the expiration date of the option, the settlement
will be made entirely in cash equal to the difference between the exercise price
of the option and the closing level of the index on which the future is based on
the expiration date. Purchasers of options who fail to exercise their options
prior to the exercise date suffer a loss of the premium paid.
Options on indices. As an alternative to purchasing call and put options on
index futures, the fund may purchase call and put options on the underlying
indices themselves. Such options could be used in a manner identical to the use
of options on index futures.
Foreign Currency Transactions
The fund may engage in currency exchange transactions to protect against
uncertainty in the level of future currency exchange rates.
The fund may engage in both "transaction hedging" and "position hedging." When
it engages in transaction hedging, the fund enters into foreign currency
transactions with respect to specific receivables or payables of the fund
generally arising in connection with the purchase or sale of its portfolio
securities. The fund will engage in transaction hedging when it desires to "lock
in" the U.S. dollar price of a security it has agreed to purchase or sell, or
the U.S. dollar equivalent of a dividend or interest payment in a foreign
currency. By transaction hedging the fund attempts to protect itself against a
possible loss resulting from an adverse change in the relationship between the
U.S. dollar and the applicable foreign currency during the period between the
date on which the security is purchased or sold, or on which the dividend or
interest payment is declared, and the date on which such payments are made or
received.
The fund may purchase or sell a foreign currency on a spot (or cash) basis at
the prevailing spot rate in connection with the settlement of transactions in
portfolio securities denominated in that foreign currency. The fund may also
enter into contracts to purchase or sell foreign currencies at a future date
("forward contracts") and purchase and sell foreign currency futures contracts.
For transaction hedging purposes the fund may also purchase exchange-listed and
over-the-counter call and put options on foreign currency futures contracts and
on foreign currencies. Over-the-counter options are considered to be illiquid by
the SEC staff. A put option on a futures contract gives the fund the right to
assume a short position in the futures contract until expiration of the option.
A put option on currency gives the fund the right to sell a currency at an
exercise price until the expiration of the option. A call option on a futures
contract gives the fund the right to assume a long position in the futures
contract until the expiration of the option. A call option on currency gives the
fund the right to purchase a currency at the exercise price until the expiration
of the option.
When it engages in position hedging, the fund enters into foreign currency
exchange transactions to protect against a decline in the values of the foreign
currencies in which its portfolio securities are denominated (or an increase in
the value of currency for securities which the fund expects to purchase, when
the fund holds cash or short-term investments). In connection with position
hedging, the fund may purchase put or call options on foreign currency and
foreign currency futures contracts and buy or sell forward contracts and foreign
currency futures contracts. The fund may also purchase or sell foreign currency
on a spot basis.
The precise matching of the amounts of foreign currency exchange transactions
and the value of the portfolio securities involved will not generally be
possible since the future value of such securities in foreign currencies will
change as a consequence of market movements in the value of those securities
between the dates the currency exchange transactions are entered into and the
dates they mature.
It is impossible to forecast with precision the market value of portfolio
securities at the expiration or maturity of a forward or futures contract.
Accordingly, it may be necessary for the fund to purchase additional foreign
currency on the spot market (and bear the expense of such purchase) if the
market value of the security or securities being hedged is less than the amount
of foreign currency the fund is obligated to deliver and if a decision is made
to sell the security or securities and make delivery of the foreign currency.
Conversely, it may be necessary to sell on the spot market some of the foreign
currency received upon the sale of the portfolio security or securities if the
market value of such security or securities exceeds the amount of foreign
currency the fund is obligated to deliver.
Transaction and position hedging do not eliminate fluctuations in the underlying
prices of the securities which the fund owns or intends to purchase or sell.
They simply establish a rate of exchange which one can achieve at some future
point in time. Additionally, although these techniques tend to minimize the risk
of loss due to a decline in the value of the hedged currency, they tend to limit
any potential gain which might result from the increase in value of such
currency.
Currency forward and futures contracts. Upon entering into such contracts, in
compliance with the SEC's requirements, cash or liquid securities, equal in
value to the amount of the fund's obligation under the contract (less any
applicable margin deposits and any assets that constitute "cover" for such
obligation), will be segregated with the fund's custodian.
A forward currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract as agreed by the parties, at a price set at the time of
the contract. In the case of a cancelable contract, the holder has the
unilateral right to cancel the contract at maturity by paying a specified fee.
The contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A
contract generally has no deposit requirement, and no commissions are charged at
any stage for trades. A currency futures contract is a standardized contract for
the future delivery of a specified amount of a foreign currency at a future date
at a price set at the time of the contract. Currency futures contracts traded in
the United States are designed and traded on exchanges regulated by the CFTC,
such as the New York Mercantile Exchange.
Forward currency contracts differ from currency futures contracts in certain
respects. For example, the maturity date of a forward contract may be any fixed
number of days from the date of the contract agreed upon by the parties, rather
than a predetermined date in a given month. Forward contracts may be in any
amounts agreed upon by the parties rather than predetermined amounts. Also,
forward contracts are traded directly between currency traders so that no
intermediary is required. A forward contract generally requires no margin or
other deposit.
At the maturity of a forward or futures contract, the fund may either accept or
make delivery of the currency specified in the contract, or at or prior to
maturity enter into a closing transaction involving the purchase or sale of an
offsetting contract. Closing transactions with respect to forward contracts are
usually effected with the currency trader who is a party to the original forward
contract. Closing transactions with respect to futures contracts are effected on
a commodities exchange; a clearing corporation associated with the exchange
assumes responsibility for closing out such contracts.
Positions in currency futures contracts may be closed out only on an exchange or
board of trade which provides a secondary market in such contracts. Although the
fund intends to purchase or sell currency futures contracts only on exchanges or
boards of trade where there appears to be an active secondary market, there is
no assurance that a secondary market on an exchange or board of trade will exist
for any particular contract or at any particular time. In such event, it may not
be possible to close a futures position and, in the event of adverse price
movements, the fund would continue to be required to make daily cash payments of
variation margin.
Currency options. In general, options on currencies operate similarly to options
on securities and are subject to many similar risks. Currency options are traded
primarily in the over-the-counter market, although options on currencies have
recently been listed on several exchanges. Options are traded not only on the
currencies of individual nations, but also on the European Currency Unit
("ECU"). The ECU is composed of amounts of a number of currencies, and is the
official medium of exchange of the European Economic Community's European
Monetary System.
The fund will only purchase or write currency options when the Advisor believes
that a liquid secondary market exists for such options. There can be no
assurance that a liquid secondary market will exist for a particular option at
any specified time. Currency options are affected by all of those factors which
influence exchange rates and investments generally. To the extent that these
options are traded over the counter, they are considered to be illiquid by the
SEC staff.
The value of any currency, including the U.S. dollars, may be affected by
complex political and economic factors applicable to the issuing country. In
addition, the exchange rates of currencies (and therefore the values of currency
options) may be significantly affected, fixed, or supported directly or
indirectly by government actions. Government intervention may increase risks
involved in purchasing or selling currency options, since exchange rates may not
be free to fluctuate in respect to other market forces.
The value of a currency option reflects the value of an exchange rate, which in
turn reflects relative values of two currencies, the U.S. dollar and the foreign
currency in question. Because currency transactions occurring in the interbank
market involve substantially larger amounts than those that may be involved in
the exercise of currency options, investors may be disadvantaged by having to
deal in an odd lot market for the underlying currencies in connection with
options at prices that are less favorable than for round lots. Foreign
governmental restrictions or taxes could result in adverse changes in the cost
of acquiring or disposing of currencies.
There is no systematic reporting of last sale information for currencies and
there is no regulatory requirement that quotations available through dealers or
other market sources be firm or revised on a timely basis. Available quotation
information is generally representative of very large round-lot transactions in
the interbank market and thus may not reflect exchange rates for smaller odd-lot
transactions (less than $1 million) where rates may be less favorable. The
interbank market in currencies is a global, around-the-clock market. To the
extent that options markets are closed while the markets for the underlying
currencies remain open, significant price and rate movements may take place in
the underlying markets that cannot be reflected in the options markets.
Settlement procedures. Settlement procedures relating to the fund's investments
in foreign securities and to the fund's foreign currency exchange transactions
may be more complex than settlements with respect to investments in debt or
equity securities of U.S. issuers, and may involve certain risks not present in
the fund's domestic investments, including foreign currency risks and local
custom and usage. Foreign currency transactions may also involve the risk that
an entity involved in the settlement may not meet its obligations.
Foreign currency conversion. Although foreign exchange dealers do not charge a
fee for currency conversion, they do realize a profit based on the difference
(spread) between prices at which they are buying and selling various currencies.
Thus, a dealer may offer to sell a foreign currency to the fund at one rate,
while offering a lesser rate of exchange should the fund desire to resell that
currency to the dealer. Foreign currency transactions may also involve the risk
that an entity involved in the settlement may not meet its obligation.
<PAGE>
Municipal Lease Obligations
Although a municipal lease obligation does not constitute a general obligation
of the municipality for which the municipality's taxing power is pledged, a
municipal lease obligation is ordinarily backed by the municipality's covenant
to budget for, appropriate and make the payments due under the municipal lease
obligation. However, certain lease obligations contain "non-appropriation"
clauses which provide that the municipality has no obligation to make lease or
installment purchase payments in future years unless money is appropriated for
such purpose on a yearly basis. Although "non-appropriation" lease obligations
are secured by the leased property, disposition of the property in the event of
foreclosure might prove difficult. In addition, the tax treatment of such
obligations in the event of non-appropriation is unclear.
Determinations concerning the liquidity and appropriate valuation of a municipal
lease obligation, as with any other municipal security, are made based on all
relevant factors. These factors include, among others: (1) the frequency of
trades and quotes for the obligation; (2) the number of dealers willing to
purchase or sell the security and the number of other potential buyers; (3) the
willingness of dealers to undertake to make a market in the security; and (4)
the nature of the marketplace trades, including the time needed to dispose of
the security, the method of soliciting offers, and the mechanics of the
transfer.
Participation Interests
The fund may invest in municipal obligations either by purchasing them directly
or by purchasing certificates of accrual or similar instruments evidencing
direct ownership of interest payments or principal payments, or both, on
municipal obligations, provided that, in the opinion of counsel to the initial
seller of each such certificate or instrument, any discount accruing on such
certificate or instrument that is purchased at a yield not greater than the
coupon rate of interest on the related municipal obligations will be exempt from
federal income tax to the same extent as interest on such municipal obligations.
The fund may also invest in tax-exempt obligations by purchasing from banks
participation interests in all or part of specific holdings of municipal
obligations. Such participations may be backed in whole or part by an
irrevocable letter of credit or guarantee of the selling bank. The selling bank
may receive a fee from the fund in connection with the arrangement. The fund
will not purchase such participation interests unless it receives an opinion of
counsel or a ruling of the Internal Revenue Service that interest earned by it
on municipal obligations in which it holds such participation interests is
exempt from federal income tax.
Stand-by Commitments
When the fund purchases municipal obligations it may also acquire stand-by
commitments from banks and broker-dealers with respect to such municipal
obligations. A stand-by commitment is the equivalent of a put option acquired by
the fund with respect to a particular municipal obligation held in its
portfolio. A stand-by commitment is a security independent of the municipal
obligation to which it relates. The amount payable by a bank or dealer during
the time a stand-by commitment is exercisable, absent unusual circumstances
relating to a change in market value, would be substantially the same as the
value of the underlying municipal obligation. A stand-by commitment might not be
transferable by the fund, although it could sell the underlying municipal
obligation to a third party at any time.
The fund expects that stand-by commitments generally will be available without
the payment of direct or indirect consideration. However, if necessary and
advisable, the fund may pay for stand-by commitments either separately in cash
or by paying a higher price for portfolio securities which are acquired subject
to such a commitment (thus reducing the yield to maturity otherwise available
for the same securities.) The total amount paid in either manner for outstanding
stand-by commitments held in the fund portfolio will not exceed 10% of the value
of the fund's total assets calculated immediately after each stand-by commitment
is acquired. The fund will enter into stand-by commitments only with banks and
broker-dealers that, in the judgment of the Trust's Board of Trustees, present
minimal credit risks.
Inverse Floaters
Inverse floaters are derivative securities whose interest rates vary inversely
to changes in short-term interest rates and whose values fluctuate inversely to
changes in long-term interest rates. The value of certain inverse floaters will
fluctuate substantially more in response to a given change in long-term rates
than would a traditional debt security. These securities have investment
characteristics similar to leverage, in that interest rate changes have a
magnified effect on the value of inverse floaters.
Rule 144A Securities
The fund may purchase securities that have been privately placed but that are
eligible for purchase and sale under Rule 144A under the Securities Act of 1933
(1933 Act). That Rule permits certain qualified institutional buyers, such as
the fund, to trade in privately placed securities that have not been registered
for sale under the 1933 Act. The Advisor, under the supervision of the Board of
Trustees, will consider whether securities purchased under Rule 144A are
illiquid and thus subject to the fund's investment restriction on illiquid
securities. A determination of whether a Rule 144A security is liquid or not is
a question of fact. In making this determination, the Advisor will consider the
trading markets for the specific security, taking into account the unregistered
nature of a Rule 144A security. In addition, the Advisor could consider the (1)
frequency of trades and quotes, (2) number of dealers and potential purchasers,
(3) dealer undertakings to make a market, and (4) nature of the security and of
marketplace trades (e.g., the time needed to dispose of the security, the method
of soliciting offers, and the mechanics of transfer). The liquidity of Rule 144A
securities will be monitored and, if as a result of changed conditions, it is
determined by the Advisor that a Rule 144A security is no longer liquid, the
fund's holdings of illiquid securities would be reviewed to determine what, if
any, steps are required to assure that the fund does not invest more than its
investment restriction on illiquid securities allows. Investing in Rule 144A
securities could have the effect of increasing the amount of the fund's assets
invested in illiquid securities if qualified institutional buyers are unwilling
to purchase such securities.
TAXES
In this section, all discussions of taxation at the shareholder level relate to
federal taxes only. Consult your tax advisor for state, local and foreign tax
considerations and for information about special tax considerations that may
apply to shareholders that are not natural persons.
Alternative Minimum Tax. Distributions derived from interest which is exempt
from regular federal income tax may subject corporate shareholders to or
increase their liability under the corporate alternative minimum tax (AMT). A
portion of such distributions may constitute a tax preference item for
individual shareholders and may subject them to or increase their liability
under the AMT.
Dividends Received Deductions. Distributions will qualify for the corporate
dividends received deduction only to the extent that dividends earned by the
fund qualify. Any such dividends are, however, includable in adjusted current
earnings for purposes of computing corporate AMT. The dividends received
deduction for eligible dividends is subject to a holding period requirement
modified pursuant to the Taxpayer Relief Act of 1997 (the "1997 Act").
Return of Capital Distributions. To the extent that a distribution is a return
of capital for federal tax purposes, it reduces the cost basis of the shares on
the record date and is similar to a partial return of the original investment
(on which a sales charge may have been paid). There is no recognition of a gain
or loss, however, unless the return of capital reduces the cost basis in the
shares to below zero.
Funds that invest in U.S. Government Securities. Many states grant tax-free
status to dividends paid to shareholders of mutual funds from interest income
earned by the fund from direct obligations of the U.S. government. Investments
in mortgage-backed securities (including GNMA, FNMA and FHLMC Securities) and
repurchase agreements collateralized by U.S. government securities do not
qualify as direct federal obligations in most states. Shareholders should
consult with their own tax advisors about the applicability of state and local
intangible property, income or other taxes to their fund shares and
distributions and redemption proceeds received from the fund.
Fund Distributions. Distributions from the fund (other than exempt-interest
dividends, as discussed below) will be taxable to shareholders as ordinary
income to the extent derived from the fund's investment income and net
short-term gains. The 1997 Act created two categories of long term capital
gains. One rate (generally 28%) applies to gains from securities held for more
than one year but not more than eighteen months ("28% rate gains") while a more
preferable rate (generally 20%) applies to the balance of long term gains
("adjusted net capital gains"). Effective January 1, 1998, the IRS Restructuring
and Reform Act eliminated the eighteen-month holding period that was required to
take advantage of the preferable rate. Any distributions of net capital gains
from securities sold after December 31, 1997 will be eligible for the preferred
rate (generally 20%).
Distributions of net capital gains from assets disposed of prior to January 1,
1998 will be treated in the hands of shareholders as 28% rate gains to the
extent designated by the fund as derived from net gains from assets held for
more than one year but less than eighteen months. The remaining net capital
gains from assets held for more than one year will be designated as adjusted net
capital gain. Distributions of 28% rate gains and adjusted net capital gains
will be taxable to shareholders as such, regardless of how long a shareholder
has held the shares in the fund. Distributions will be taxed as described above
whether received in cash or in fund shares.
Distributions from Tax-Exempt Funds. Each tax-exempt fund will have at least 50%
of its total assets invested in tax-exempt bonds at the end of each quarter so
that dividends from net interest income on tax-exempt bonds will be exempt from
Federal income tax when received by a shareholder. The tax-exempt portion of
dividends paid will be designated within 60 days after year-end based upon the
ratio of net tax-exempt income to total net investment income earned during the
year. That ratio may be substantially different from the ratio of net tax-exempt
income to total net investment income earned during any particular portion of
the year. Thus, a shareholder who holds shares for only a part of the year may
be allocated more or less tax-exempt dividends than would be the case if the
allocation were based on the ratio of net tax-exempt income to total net
investment income actually earned while a shareholder.
The Tax Reform Act of 1986 makes income from certain "private activity bonds"
issued after August 7, 1986, a tax preference item for the AMT at the maximum
rate of 28% for individuals and 20% for corporations. If the fund invests in
private activity bonds, shareholders may be subject to the AMT on that part of
the distributions derived from interest income on such bonds. Other provisions
of the Tax Reform Act affect the tax treatment of distributions for
corporations, casualty insurance companies and financial institutions; interest
on all tax-exempt bonds is included in corporate adjusted current earnings when
computing the AMT applicable to corporations. Seventy-five percent of the excess
of adjusted current earnings over the amount of income otherwise subject to the
AMT is included in a corporation's alternative minimum taxable income.
Dividends derived from any investments other than tax-exempt bonds and any
distributions of short-term capital gains are taxable to shareholders as
ordinary income. Any distributions of net long-term capital gains will in
general be taxable to shareholders as long-term capital gains regardless of the
length of time fund shares are held. Pursuant to the Taxpayer Relief Act of
1997, long-term capital gains are subject to a maximum tax rate of either 28% or
20% depending on the fund's holding period in the portfolio assets generating
the gains.
A tax-exempt fund may at times purchase tax-exempt securities at a discount and
some or all of this discount may be included in the fund's ordinary income which
will be taxable when distributed. Any market discount recognized on a tax-exempt
bond purchased after April 30, 1993 with a term at time of issue of one year or
more is taxable as ordinary income. A market discount bond is a bond acquired in
the secondary market at a price below its "stated redemption price" (in the case
of a bond with original issue discount, its"revised issue price").
Shareholders receiving social security and certain retirement benefits may be
taxed on a portion of those benefits as a result of receiving tax-exempt income,
including tax-exempt dividends from the fund.
Special Tax Rules Applicable to Tax-Exempt Funds. Income distributions to
shareholders who are substantial users or related persons of substantial users
of facilities financed by industrial revenue bonds may not be excludable from
their gross income if such income is derived from such bonds. Income derived
from the fund's investments other than tax-exempt instruments may give rise to
taxable income. The fund's shares must be held for more than six months in order
to avoid the disallowance of a capital loss on the sale of fund shares to the
extent of tax-exempt dividends paid during that period. A shareholder who
borrows money to purchase the fund's shares will not be able to deduct the
interest paid with respect to such borrowed money.
Sales of Shares. The sale, exchange or redemption of fund shares may give rise
to a gain or loss. In general, any gain realized upon a taxable disposition of
shares will be treated as 20% rate gain if the shares have been held for more
than 12 months, and if the sale, exchange or redemption occurred on or after
January 1, 1998. Otherwise the gain on the sale, exchange or redemption of fund
shares will be treated as short-term capital gain. In general, any loss realized
upon a taxable disposition of shares will be treated as long-term loss if the
shares have been held more than 12 months, and otherwise as short-term loss.
However, any loss realized upon a taxable disposition of shares held for six
months or less will be treated as long-term, rather than short-term, capital
loss to the extent of any long-term capital gain distributions received by the
shareholder with respect to those shares. All or a portion of any loss realized
upon a taxable disposition of shares will be disallowed if other shares are
purchased within 30 days before or after the disposition. In such a case, the
basis of the newly purchased shares will be adjusted to reflect the disallowed
loss.
Backup Withholding. Certain distributions and redemptions may be subject to a
31% backup withholding unless a taxpayer identification number and certification
that the shareholder is not subject to the withholding is provided to the fund.
This number and form may be provided by either a Form W-9 or the accompanying
application. In certain instances, LFSI may be notified by the Internal Revenue
Service that a shareholder is subject to backup withholding.
Excise Tax. To the extent that the fund does not annually distribute
substantially all taxable income and realized gains, it is subject to an excise
tax. The Advisor intends to avoid this tax except when the cost of processing
the distribution is greater than the tax.
Tax Accounting Principles. To qualify as a "regulated investment company," the
fund must (a) derive at least 90% of its gross income from dividends, interest,
payments with respect to securities loans, gains from the sale or other
disposition of stock, securities or foreign currencies or other income
(including but not limited to gains from options, futures or forward contracts)
derived with respect to its business of investing in such stock, securities or
currencies; (b) diversify its holdings so that, at the close of each quarter of
its taxable year, (i) at least 50% of the value of its total assets consists of
cash, cash items, U.S. Government securities, and other securities limited
generally with respect to any one issuer to not more than 5% of the total assets
of the fund and not more than 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its total assets is invested
in the securities of any issuer (other than U.S. Government securities).
Hedging Transactions. If the fund engages in hedging transactions, including
hedging transactions in options, futures contracts, and straddles, or other
similar transactions, it will be subject to special tax rules (including
constructive sale, mark-to-market, straddle, wash sale, and short sale rules),
the effect of which may be to accelerate income to the fund, defer losses to the
fund, cause adjustments in the holding periods of the fund's securities, or
convert short-term capital losses into long-term capital losses. These rules
could therefore affect the amount, timing and character of distributions to
shareholders. The fund will endeavor to make any available elections pertaining
to such transactions in a manner believed to be in the best interests of the
fund.
Securities Issued at a Discount. The fund's investment in securities issued at a
discount and certain other obligations will (and investments in securities
purchased at a discount may) require the fund to accrue and distribute income
not yet received. In such cases, the fund may be required to sell assets
(including when it is not advantageous to do so) to generate the cash necessary
to distribute as dividends to its shareholders all of its income and gains and
therefore to eliminate any tax liability at the fund level.
Foreign Currency-Denominated Securities and Related Hedging Transactions. The
fund's transactions in foreign currencies, foreign currency-denominated debt
securities, certain foreign currency options, futures contracts and forward
contracts (and similar instruments) may give rise to ordinary income or loss to
the extent such income or loss results from fluctuations in the value of the
foreign currency concerned.
If more than 50% of the fund's total assets at the end of its fiscal year are
invested in stock or securities of foreign corporate issuers, the fund may make
an election permitting its shareholders to take a deduction or credit for
federal tax purposes for their portion of certain qualified foreign taxes paid
by the fund. The Advisor will consider the value of the benefit to a typical
shareholder, the cost to the fund of compliance with the election, and
incidental costs to shareholders in deciding whether to make the election. A
shareholder's ability to claim such a foreign tax credit will be subject to
certain limitations imposed by the Code (including a holding period requirement
imposed pursuant to the 1997 Act), as a result of which a shareholder may not
get a full credit for the amount of foreign taxes so paid by the fund.
Shareholders who do not itemize on their federal income tax returns may claim a
credit (but no deduction) for such foreign taxes.
Investment by the fund in certain "passive foreign investment companies" could
subject the fund to a U.S. federal income tax (including interest charges) on
distributions received from the company or on proceeds received from the
disposition of shares in the company, which tax cannot be eliminated by making
distributions to fund shareholders. However, the fund may be able to elect to
treat a passive foreign investment company as a "qualified electing fund," in
which case the fund will be required to include its share of the company's
income and net capital gain annually, regardless of whether it receives any
distribution from the company. Alternatively, the fund may make an election to
mark the gains (and to a limited extent losses) in such holdings "to the market"
as though it had sold and repurchased its holdings in those passive foreign
investment companies on the last day of the fund's taxable year. Such gains and
losses are treated as ordinary income and loss. The qualified electing fund and
mark-to-market elections may have the effect of accelerating the recognition of
income (without the receipt of cash) and increase the amount required to be
distributed for the fund to avoid taxation. Making either of these elections
therefore may require a fund to liquidate other investments (including when it
is not advantageous to do so) to meet its distribution requirement, which also
may accelerate the recognition of gain and affect a fund's total return.
MANAGEMENT OF THE FUNDS
The Advisor is the investment advisor to each of The Crabbe Huson Special Fund,
Crabbe Huson Small Cap Fund, Crabbe Huson Real Estate Investment Fund, Crabbe
Huson Equity Fund, Crabbe Huson Managed Income & Equity Fund, Crabbe Huson
Oregon Tax-Free Fund, Crabbe Huson Contrarian Income Fund. The Advisor is a
direct subsidiary of Liberty Financial Companies, Inc. (Liberty Financial),
which in turn is a direct subsidiary of majority-owned LFC Holdings, Inc., which
in turn is a direct subsidiary of Liberty Mutual Equity Corporation, which in
turn is a wholly-owned subsidiary of Liberty Mutual Insurance Company (Liberty
Mutual). Liberty Mutual is an underwriter of workers' compensation insurance and
a property and casualty insurer in the U.S. Liberty Financial's address is 600
Atlantic Avenue, Boston, MA 02210. Liberty Mutual's address is 175 Berkeley
Street, Boston, MA 02117.
Trustees and Officers
<TABLE>
<CAPTION>
Position with
Name and Address Age Fund Principal Occupation During Past Five Years
- ---------------- --- -------------- --------------------------------------------
<S> <C> <C> <C>
Robert J. Birnbaum 70 Trustee Consultant (formerly Special Counsel, Dechert Price &
313 Bedford Road Rhoads from September, 1988 to December, 1993, President,
Ridgewood, NJ 07450 New York Stock Exchange from May, 1985 to June, 1988,
President, American Stock Exchange, Inc. from 1977 to
May, 1985).
Tom Bleasdale 68 Trustee Retired (formerly Chairman of the Board and Chief
11 Carriage Way Executive Officer, Shore Bank & Trust Company from
Danvers, MA 01923 1992-1993), is a Director of The Empire Company since
June, 1995.
Lora S. Collins 62 Trustee Attorney (formerly Attorney, Kramer, Levin, Naftalis &
1175 Hill Road Frankel from September, 1986 to November, 1996).
Southold, NY 11971
James E. Grinnell 68 Trustee Private Investor since November, 1988.
22 Harbor Avenue
Marblehead, MA 01945
Richard W. Lowry 62 Trustee Private Investor since August, 1987.
10701 Charleston Drive
Vero Beach, FL 32963
William E. Mayer* 58 Trustee Partner, Development Capital, LLC (formerly Dean, College
500 Park Avenue, 5th Floor of Business and Management, University of Maryland from
New York, NY 10022 October, 1992 to November, 1996, Dean, Simon Graduate
School of Business, University of Rochester from
October, 1991 to July, 1992).
James L. Moody, Jr. 66 Trustee Retired (formerly Chairman of the Board, Hannaford Bros.
16 Running Tide Road Co. from May, 1984 to May, 1997, and Chief Executive
Cape Elizabeth, ME 04107 Officer, Hannaford Bros. Co. from May, 1973 to May, 1992).
John J. Neuhauser 55 Trustee Dean, Boston College School of Management since
140 Commonwealth Avenue September, 1977.
Chestnut Hill, MA 02167
Robert L. Sullivan 70 Trustee Retired Partner, KPMG Peat Marwick LLP
7121 Natelli Woods Lane
Bethesda, MD 20817
Stephen E. Gibson 45 President 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 Administrator (formerly Executive Vice
President from July, 1996 to December, 1996); Director,
Chief Executive Officer and President of The Colonial
Group, Inc. (TCG) since December, 1996 (formerly
Managing Director of Marketing of Putnam Investments,
June, 1992 to July, 1996.)
J. Kevin Connaughton 34 Controller and Controller and Chief Accounting Officer of funds since
Chief Accounting February, 1998, is Vice President of the Administrator
Officer since February, 1998 (formerly Senior Tax Manager,
Coopers & Lybrand, LLP from April, 1996 to January, 1998;
Vice President, 440 Financial Group/First Data Investor Services
Group from March ,1994 to April, 1996; Vice President, The Boston
Company (subsidiary of Mellon Bank) from December, 1993 to March, 1994;
Assistant Vice President and Tax Manager, The Boston Company from
March, 1992 to December, 1993).
Timothy J. Jacoby 45 Treasurer and Treasurer and Chief Financial Officer of funds since
Chief Financial October, 1996 (formerly Controller and Chief Accounting
Officer Officer from October, 1997 to February, 1998), is
Senior Vice President of the Aministrator since September,1996
(formerly Senior Vice President, Fidelity Accounting and Custody
Services from September, 1993 to September, 1996 and Assistant Treasurer
to the Fidelity Group of Funds from August, 1990 to September, 1993).
Nancy L. Conlin 44 Secretary 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 Administrator 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)
Davey S. Scoon 51 Vice President Vice President of the funds since June, 1993, is
Executive Vice President since July, 1993 and Director
since March, 1985 of the Administrator (formerly Senior
Vice President and Treasurer of the Advisor from March,
1985 to July, 1993); Executive Vice President and Chief
Operating Officer, TCG since March, 1995 (formerly Vice
President - Finance and Administration of TCG from
November, 1985 to March, 1995).
</TABLE>
* A Trustee who is an "interested person" (as defined in the Investment Company
Act of 1940) of the fund or the Advisor.
The business address of the officers of each Fund is One Financial Center,
Boston, MA 02111.
The Trustees serve as trustees of all funds for which each Trustee will receive
an annual retainer of $45,000 and attendance fees of $8,000 for each regular
joint meeting and $1,000 for each special joint meeting. Committee chairs
receive an annual retainer of $5,000. Committee members receive an annual
retainer of $1,000 and $1,000 for each special meeting attended. Two-thirds of
the Trustee fees are allocated among the funds based on each fund's relative net
assets and one-third of the fees are divided equally among the funds.
The Advisor has rendered investment advisory services to investment company,
institutional or other clients since 1980. The Advisor currently serves as
investment advisor for 7 open-end management investment company portfolios.
Trustees and officers of the Trust, who are also officers of the Administrator
or its affiliates, will benefit from the advisory fees, sales commissions and
agency fees paid or allowed by the Trust.
The Agreement and Declaration of Trust (Declaration) of the Trust provides that
the Trust will indemnify its Trustees and officers against liabilities and
expenses incurred in connection with litigation in which they may be involved
because of their offices with the Trust but that such indemnification will not
relieve any officer or Trustee of any liability to the Trust or its shareholders
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties. The Trust, at its expense, provides liability
insurance for the benefit of its Trustees and officers.
The Management Agreement
Under a Management Agreement (Agreement), the Advisor has contracted to furnish
each fund with investment research and recommendations or fund management,
respectively, and accounting and administrative personnel and services, and with
office space, equipment and other facilities. For these services and facilities,
each fund pays a monthly fee based on the average of the daily closing value of
the total net assets of each fund for such month. Under the Agreement, any
liability of the Advisor to the Trust, a fund and/or its shareholders is limited
to situations involving the Advisor's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties.
The Agreement may be terminated with respect to the fund at any time on 60 days'
written notice by the Advisor or by the Trustees of the Trust or by a vote of a
majority of the outstanding voting securities of the fund. The Agreement will
automatically terminate upon any assignment thereof and shall continue in effect
from year to year only so long as such continuance is approved at least annually
(i) by the Trustees of the Trust or by a vote of a majority of the outstanding
voting securities of the fund and (ii) by vote of a majority of the Trustees who
are not interested persons (as such term is defined in the 1940 Act) of the
Advisor or the Trust, cast in person at a meeting called for the purpose of
voting on such approval.
The Administrator pays all salaries of officers of the Trust. The Trust pays all
expenses not assumed by the Advisor or the Administrator including, but not
limited to, auditing, legal, custodial, investor servicing and shareholder
reporting expenses. The Trust pays the cost of printing and mailing any
Prospectuses sent to shareholders. LFDI pays the cost of printing and
distributing all other Prospectuses.
The Advisor may delegate certain or its administrative duties to the
Administrator.
The Pricing and Bookkeeping Agreement
The Administrator provides pricing and bookkeeping services to each fund
pursuant to a Pricing and Bookkeeping Agreement. The Administrator paid paid
monthly a fee of $2,250 by each fund, plus a monthly percentage fee based on net
assets of the fund equal to the following:
1/12 of 0.000% of the first $50 million;
1/12 of 0.035% of the next $950 million;
1/12 of 0.025% of the next $1 billion;
1/12 of 0.015% of the next $1 billion; and
1/12 of 0.001% on the excess over $3 billion
Portfolio Transactions
Investment decisions. The Advisor acts as investment advisor to each of the The
Crabbe Huson Special Fund, Crabbe Huson Small Cap Fund, Crabbe Huson Real Estate
Investment Fund, Crabbe Huson Equity Fund, Crabbe Huson Asset Allocation Fund,
Crabbe Huson Oregon Tax-Free Fund and Crabbe Huson Income Fund and to other
institutional, corporate, fiduciary and individual clients. Various officers and
Trustees of the Trust also serve as officers or Trustees of other funds and the
other corporate or fiduciary clients of the Advisor or the Administrator. The
funds and clients advised by the Advisor or the funds administered by the
Administrator sometimes invest in securities in which a Fund also invests and
sometimes engage in covered option writing programs and enter into transactions
utilizing stock index options and stock index and financial futures and related
options ("other instruments"). If a Fund, such other funds and such other
clients desire to buy or sell the same portfolio securities, options or other
instruments at about the same time, the purchases and sales are normally made as
nearly as practicable on a pro rata basis in proportion to the amounts desired
to be purchased or sold by each. Although in some cases these practices could
have a detrimental effect on the price or volume of the securities, options or
other instruments as far as a Fund is concerned, in most cases it is believed
that these practices should produce better executions. It is the opinion of the
Trustees that the desirability of retaining the Advisor as investment advisor to
the Funds outweighs the disadvantages, if any, which might result from these
practices.
Brokerage and research services. Consistent with the Rules of Fair Practice of
the National Association of Securities Dealers, Inc., and subject to seeking
"best execution" (as defined below) and such other policies as the Trustees may
determine, the Advisor may consider sales of shares of the funds as a factor in
the selection of broker-dealers to execute securities transactions for a fund.
The Advisor places the transactions of the funds with broker-dealers selected by
the Advisor and, if applicable, negotiates commissions. Broker-dealers may
receive brokerage commissions on portfolio transactions, including the purchase
and writing of options, the effecting of closing purchase and sale transactions,
and the purchase and sale of underlying securities upon the exercise of options
and the purchase or sale of other instruments. The funds from time to time also
execute portfolio transactions with such broker-dealers acting as principals.
The funds do not intend to deal exclusively with any particular broker-dealer or
group of broker-dealers.
It is the Advisor's policy generally to seek best execution, which is to place
the funds' transactions where the funds can obtain the most favorable
combination of price and execution services in particular transactions or
provided on a continuing basis by a broker-dealer, and to deal directly with a
principal market maker in connection with over-the-counter transactions, except
when it is believed that best execution is obtainable elsewhere. In evaluating
the execution services of, including the overall reasonableness of brokerage
commissions paid to, a broker-dealer, consideration is given to, among other
things, the firm's general execution and operational capabilities, and to its
reliability, integrity and financial condition.
Securities transactions of the funds may be executed by broker-dealers who also
provide research services (as defined below) to the Advisor and the funds. The
Advisor may use all, some or none of such research services in providing
investment advisory services to each of its investment company and other
clients, including the fund. To the extent that such services are used by the
Advisor, they tend to reduce the Advisor's expenses. In the Advisor's opinion,
it is impossible to assign an exact dollar value for such services.
The Trustees have authorized the Advisor to cause the funds to pay a
broker-dealer which provides brokerage and research services to the Advisor an
amount of commission for effecting a securities transaction, including the sale
of an option or a closing purchase transaction, for the funds in excess of the
amount of commission which another broker-dealer would have charged for
effecting that transaction. As provided in Section 28(e) of the Securities
Exchange Act of 1934, "brokerage and research services" include advice as to the
value of securities, the advisability of investing in, purchasing or selling
securities and the availability of securities or purchasers or sellers of
securities; furnishing analyses and reports concerning issues, industries,
securities, economic factors and trends and portfolio strategy and performance
of accounts; and effecting securities transactions and performing functions
incidental thereto (such as clearance and settlement). The Advisor must
determine in good faith that such greater commission is reasonable in relation
to the value of the brokerage and research services provided by the executing
broker-dealer viewed in terms of that particular transaction or the Advisor's
overall responsibilities to the funds and all its other clients.
The Trustees have authorized the Advisor to utilize the services of a clearing
agent with respect to all call options written by funds that write options and
to pay such clearing agent commissions of a fixed amount per share (currently
1.25 cents) on the sale of the underlying security upon the exercise of an
option written by a fund.
Principal Underwriter
LFDI is the principal underwriter of the Trust's shares. LFDI has no obligation
to buy the funds' shares, and purchases the funds' shares only upon receipt of
orders from authorized FSFs or investors.
Investor Servicing and Transfer Agent
LFSI is the Trust's investor servicing agent (transfer, plan and dividend
disbursing agent), for which it receives fees which are paid monthly by the
Trust. The fee paid to LFSI is based on the average daily net assets of each
fund plus reimbursement for certain out-of-pocket expenses. See "Fund Charges
and Expenses" in Part 1 of this SAI for information on fees received by LFSI.
The agreement continues indefinitely but may be terminated by 90 days' notice by
the Fund to LFSI or generally by 6 months' notice by LFSI to the Fund. The
agreement limits the liability of LFSI to the Fund for loss or damage incurred
by the Fund to situations involving a failure of LFSI to use reasonable care or
to act in good faith in performing its duties under the agreement. It also
provides that the Fund will indemnify LFSI against, among other things, loss or
damage incurred by LFSI on account of any claim, demand, action or suit made on
or against LFSI not resulting from LFSI's bad faith or negligence and arising
out of, or in connection with, its duties under the agreement.
DETERMINATION OF NET ASSET VALUE
Each fund determines net asset value (NAV) per share for each Class as of the
close of the New York Stock Exchange (Exchange) (generally 4:00 p.m. Eastern
time, 3:00 p.m. Central time) each day the Exchange is open. Currently, the
Exchange is closed Saturdays, Sundays and the following observed holidays: New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas. Funds with
portfolio securities which are primarily listed on foreign exchanges may
experience trading and changes in NAV on days on which such Fund does not
determine NAV due to differences in closing policies among exchanges. This may
significantly affect the NAV of the Fund's redeemable securities on days when an
investor cannot redeem such securities. The net asset value of the Municipal
Money Market Portfolio will not be determined on days when the Exchange is
closed unless, in the judgment of the Municipal Money Market Portfolio's Board
of Trustees, the net asset value of the Municipal Money Market Portfolio should
be determined on any such day, in which case the determination will be made at
3:00 p.m., Central time. Debt securities generally are valued by a pricing
service which determines valuations based upon market transactions for normal,
institutional-size trading units of similar securities. However, in
circumstances where such prices are not available or where the Advisor deems it
appropriate to do so, an over-the-counter or exchange bid quotation is used.
Securities listed on an exchange or on NASDAQ are valued at the last sale price.
Listed securities for which there were no sales during the day and unlisted
securities are valued at the last quoted bid price. Options are valued at the
last sale price or in the absence of a sale, the mean between the last quoted
bid and offering prices. Short-term obligations with a maturity of 60 days or
less are valued at amortized cost pursuant to procedures adopted by the
Trustees. The values of foreign securities quoted in foreign currencies are
translated into U.S. dollars at the exchange rate for that day. Portfolio
positions for which there are no such valuations and other assets are valued at
fair value as determined by the Advisor in good faith under the direction of the
Trust's Trustees.
Generally, trading in certain securities (such as foreign securities) is
substantially completed each day at various times prior to the close of the
Exchange. Trading on certain foreign securities markets may not take place on
all business days in New York, and trading on some foreign securities markets
takes place on days which are not business days in New York and on which the
Fund's NAV is not calculated. The values of these securities used in determining
the NAV are computed as of such times. Also, because of the amount of time
required to collect and process trading information as to large numbers of
securities issues, the values of certain securities (such as convertible bonds,
U.S. government securities, and tax-exempt securities) are determined based on
market quotations collected earlier in the day at the latest practicable time
prior to the close of the Exchange. Occasionally, events affecting the value of
such securities may occur between such times and the close of the Exchange which
will not be reflected in the computation of each fund's NAV. If events
materially affecting the value of such securities occur during such period, then
these securities will be valued at their fair value following procedures
approved by the Trust's Trustees.
HOW TO BUY SHARES
The Prospectus contains a general description of how investors may buy shares of
the Fund and tables of charges. This SAI contains additional information which
may be of interest to investors.
The Fund will accept unconditional orders for shares to be executed at the
public offering price based on the NAV per share next determined after the order
is placed in good order. The public offering price is the NAV plus the
applicable sales charge, if any. In the case of orders for purchase of shares
placed through FSFs, the public offering price will be determined on the day the
order is placed in good order, but only if the FSF receives the order prior to
the time at which shares are valued and transmits it to the Fund before the Fund
processes that day's transactions. If the FSF fails to transmit before the Fund
processes that day's transactions, the customer's entitlement to that day's
closing price must be settled between the customer and the FSF. If the FSF
receives the order after the time at which the Fund values its shares, the price
will be based on the NAV determined as of the close of the Exchange on the next
day it is open. If funds for the purchase of shares are sent directly to LFSI,
they will be invested at the public offering price next determined after receipt
in good order. Payment for shares of the Fund must be in U.S. dollars; if made
by check, the check must be drawn on a U.S. bank.
The Fund receives the entire NAV of shares sold. For shares subject to an
initial sales charge, LFDI's commission is the sales charge shown in the Fund's
Prospectus less any applicable FSF discount. The FSF discount is the same for
all FSFs, except that LFDI retains the entire sales charge on any sales made to
a shareholder who does not specify a FSF on the Investment Account Application
("Application"). LFDI generally retains 100% of any asset-based sales charge
(distribution fee) or contingent deferred sales charge. Such charges generally
reimburse LFDI for any up-front and/or ongoing commissions paid to FSFs.
Checks presented for the purchase of shares of the Fund which are returned by
the purchaser's bank or checkwriting privilege checks for which there are
insufficient funds in a shareholder's account to cover redemption will subject
such purchaser or shareholder to a $15 service fee for each check returned.
Checks must be drawn on a U.S. bank and must be payable in U.S. dollars.
LFSI acts as the shareholder's agent whenever it receives instructions to carry
out a transaction on the shareholder's account. Upon receipt of instructions
that shares are to be purchased for a shareholder's account, the designated FSF
will receive the applicable sales commission. Shareholders may change FSFs at
any time by written notice to LFSI, provided the new FSF has a sales agreement
with LFDI.
Shares credited to an account are transferable upon written instructions in good
order to LFSI and may be redeemed as described under "How to Sell Shares" in the
Prospectus. Certificates will not be issued for Class A shares unless
specifically requested and no certificates will be issued for Class B, C, I, T
or Z shares. The Colonial money market funds will not issue certificates.
Shareholders may send any certificates which have been previously acquired to
LFSI for deposit to their account.
SPECIAL PURCHASE PROGRAMS/INVESTOR SERVICES
The following special purchase programs/investor services may be changed or
eliminated at any time.
Fundamatic Program. As a convenience to investors, shares of most funds advised
by Colonial, The Crabbe Huson Group, Inc., Newport Fund Management, Inc. and
Stein Roe & Farnham Incorporated may be purchased through the Fundamatic
Program. Preauthorized monthly bank drafts or electronic funds transfer for a
fixed amount of at least $50 are used to purchase a fund's shares at the public
offering price next determined after LFDI receives the proceeds from the draft
(normally the 5th or the 20th of each month, or the next business day
thereafter). If your Fundamatic purchase is by electronic funds transfer, you
may request the Fundamatic purchase for any day. Further information and
application forms are available from FSFs or from LFDI.
Automated Dollar Cost Averaging (Classes A, B and C). The Automated Dollar Cost
Averaging program allows you to exchange $100 or more on a monthly basis from
any mutual fund advised by Colonial, The Crabbe Huson Group, Inc., Newport Fund
Management, Inc. and Stein Roe & Farnham Incorporated in which you have a
current balance of at least $5,000 into the same class of shares of up to four
other funds. Complete the Automated Dollar Cost Averaging section of the
Application. The designated amount will be exchanged on the third Tuesday of
each month. There is no charge for exchanges made pursuant to the Automated
Dollar Cost Averaging program. Exchanges will continue so long as your fund
balance is sufficient to complete the transfers. Your normal rights and
privileges as a shareholder remain in full force and effect. Thus you can buy
any fund, exchange between the same Class of shares of funds by written
instruction or by telephone exchange if you have so elected and withdraw amounts
from any fund, subject to the imposition of any applicable CDSC.
Any additional payments or exchanges into your fund will extend the time of the
Automated Dollar Cost Averaging program.
An exchange is a capital sale transaction for federal income tax purposes.
You may terminate your program, change the amount of the exchange (subject to
the $100 minimum), or change your selection of funds, by telephone or in
writing; if in writing by mailing your instructions to Colonial Investors
Service Center, Inc. P.O. Box 1722, Boston, MA 02105-1722.
You should consult your FSF or investment advisor to determine whether or not
the Automated Dollar Cost Averaging program is appropriate for you.
LFDI offers several plans by which an investor may obtain reduced initial or
contingent deferred sales charges . These plans may be altered or discontinued
at any time. See "Programs For Reducing or Eliminating Sales Charges" for more
information.
Tax-Sheltered Retirement Plans. LFDI offers prototype tax-qualified plans,
including Individual Retirement Accounts (IRAs), and Pension and Profit-Sharing
Plans for individuals, corporations, employees and the self-employed. The
minimum initial Retirement Plan investment is $25. BankBoston, N.A. is the
Trustee of LFDI prototype plans and charges a $10 annual fee. Detailed
information concerning these Retirement Plans and copies of the Retirement Plans
are available from LFDI.
Participants in non-LFDI prototype Retirement Plans (other than IRAs) also are
charged a $10 annual fee unless the plan maintains an omnibus account withLFSI.
Participants in LFDI prototype Plans (other than IRAs) who liquidate the total
value of their account will also be charged a $15 close-out processing fee
payable toLFSI. The fee is in addition to any applicable CDSC. The fee will not
apply if the participant uses the proceeds to open a LFDI IRA Rollover account
in any fund, or if the Plan maintains an omnibus account.
Consultation with a competent financial and tax advisor regarding these Plans
and consideration of the suitability of fund shares as an investment under the
Employee Retirement Income Security Act of 1974 or otherwise is recommended.
Telephone Address Change Services. By callingLFSI, shareholders or their FSF of
record may change an address on a recorded telephone line. Confirmations of
address change will be sent to both the old and the new addresses. Telephone
redemption privileges are suspended for 30 days after an address change is
effected.
Cash Connection. Dividends and any other distributions, including Systematic
Withdrawal Plan (SWP) payments, may be automatically deposited to a
shareholder's bank account via electronic funds transfer. Shareholders wishing
to avail themselves of this electronic transfer procedure should complete the
appropriate sections of the Application.
Automatic Dividend Diversification. The automatic dividend diversification
reinvestment program (ADD) generally allows shareholders to have all
distributions from a fund automatically invested in the same class of shares of
another fund. An ADD account must be in the same name as the shareholder's
existing open account with the particular fund. Call LFSI for more information
at 1-800-422-3737.
PROGRAMS FOR REDUCING OR ELIMINATING SALES CHARGES
Right of Accumulation and Statement of Intent (Class A and Class T shares only)
(Class T shares can only be purchased by the shareholders of Newport Tiger Fund
who already own Class T shares). Reduced sales charges on Class A and T shares
can be effected by combining a current purchase with prior purchases of Class A,
B, C, I, T and Z shares of the funds advised by Colonial Management Associates,
Inc., Crabbe Huson Group, Inc., Newport Fund Management, Inc. and Stein Roe &
Farnham Incorporated. The applicable sales charge is based on the combined total
of:
1. the current purchase; and
2. the value at the public offering price at the close of business on
the previous day of all funds' Class A shares held by the
shareholder (except shares of any money market fund, unless such
shares were acquired by exchange from Class A shares of another fund
other than a money market fund and Class B, C, I, T and Z shares).
LFDI must be promptly notified of each purchase which entitles a shareholder to
a reduced sales charge. Such reduced sales charge will be applied upon
confirmation of the shareholder's holdings by LFSI. A fund may terminate or
amend this Right of Accumulation.
Any person may qualify for reduced sales charges on purchases of Class A and T
shares made within a thirteen-month period pursuant to a Statement of Intent
("Statement"). A shareholder may include, as an accumulation credit toward the
completion of such Statement, the value of all Class A, B, C, I, T and Z shares
held by the shareholder on the date of the Statement in funds (except shares of
any money market fund, unless such shares were acquired by exchange from Class A
shares of another non-money market fund). The value is determined at the public
offering price on the date of the Statement. Purchases made through reinvestment
of distributions do not count toward satisfaction of the Statement.
During the term of a Statement, LFSI will hold shares in escrow to secure
payment of the higher sales charge applicable to Class A or T shares actually
purchased. Dividends and capital gains will be paid on all escrowed shares and
these shares will be released when the amount indicated has been purchased. A
Statement does not obligate the investor to buy or a fund to sell the amount of
the Statement.
If a shareholder exceeds the amount of the Statement and reaches an amount which
would qualify for a further quantity discount, a retroactive price adjustment
will be made at the time of expiration of the Statement. The resulting
difference in offering price will purchase additional shares for the
shareholder's account at the applicable offering price. As a part of this
adjustment, the FSF shall return to LFDI the excess commission previously paid
during the thirteen-month period.
If the amount of the Statement is not purchased, the shareholder shall remit to
LFDI an amount equal to the difference between the sales charge paid and the
sales charge that should have been paid. If the shareholder fails within twenty
days after a written request to pay such difference in sales charge, LFSI will
redeem that number of escrowed Class A shares to equal such difference. The
additional amount of FSF discount from the applicable offering price shall be
remitted to the shareholder's FSF of record.
Additional information about and the terms of Statements of Intent are available
from your FSF, or from LFSI at 1-800-345-6611.
Reinstatement Privilege. An investor who has redeemed Class A, B, C , I or T
shares may, upon request, reinstate within one year a portion or all of the
proceeds of such sale in shares of the same Class of any fund at the NAV next
determined after LFSI receives a written reinstatement request and payment. Any
CDSC paid at the time of the redemption will be credited to the shareholder upon
reinstatement. The period between the redemption and the reinstatement will not
be counted in aging the reinstated shares for purposes of calculating any CDSC
or conversion date. Investors who desire to exercise this privilege should
contact their FSF or LFSI. Shareholders may exercise this Privilege an unlimited
number of times. Exercise of this privilege does not alter the Federal income
tax treatment of any capital gains realized on the prior sale of fund shares,
but to the extent any such shares were sold at a loss, some or all of the loss
may be disallowed for tax purposes. Consult your tax advisor.
Privileges of Employees or Financial Service Firms. Class A shares of certain
funds may be sold at NAV to the following individuals whether currently employed
or retired: Trustees of funds advised or administered by the Advisor or the
Administrator; directors, officers and employees of the Advisor, Administrator,
LFDI and other companies affiliated with the Advisor and the Administrator;
registered representatives and employees of FSFs (including their affiliates)
that are parties to dealer agreements or other sales arrangements with LFDI; and
such persons' families and their beneficial accounts.
Sponsored Arrangements. Class A and Class T shares (Class T shares can only be
purchased by the shareholders of Newport Tiger Fund who already own Class T
shares) of certain funds may be purchased at reduced or no sales charge pursuant
to sponsored arrangements, which include programs under which an organization
makes recommendations to, or permits group solicitation of, its employees,
members or participants in connection with the purchase of shares of the fund on
an individual basis. The amount of the sales charge reduction will reflect the
anticipated reduction in sales expense associated with sponsored arrangements.
The reduction in sales expense, and therefore the reduction in sales charge,
will vary depending on factors such as the size and stability of the
organization's group, the term of the organization's existence and certain
characteristics of the members of its group. The funds reserve the right to
revise the terms of or to suspend or discontinue sales pursuant to sponsored
plans at any time.
Class A and Class T shares (Class T shares can only be purchased by the
shareholders of Newport Tiger Fund who already own Class T shares) of certain
funds may also be purchased at reduced or no sales charge by clients of dealers,
brokers or registered investment advisors that have entered into agreements with
LFDI pursuant to which the funds are included as investment options in programs
involving fee-based compensation arrangements, and by participants in certain
retirement plans.
Waiver of Contingent Deferred Sales Charges (CDSCs) (Classes A, B and C) CDSCs
may be waived on redemptions in the following situations with the proper
documentation:
1. Death. CDSCs may be waived on redemptions within one year following the
death of (i) the sole shareholder on an individual account, (ii) a joint
tenant where the surviving joint tenant is the deceased's spouse, or (iii)
the beneficiary of a Uniform Gifts to Minors Act (UGMA), Uniform Transfers
to Minors Act (UTMA) or other custodial account. If, upon the occurrence of
one of the foregoing, the account is transferred to an account registered
in the name of the deceased's estate, the CDSC will be waived on any
redemption from the estate account occurring within one year after the
death. If the Class B shares are not redeemed within one year of the death,
they will remain subject to the applicable CDSC, when redeemed from the
transferee's account. If the account is transferred to a new registration
and then a redemption is requested, the applicable CDSC will be charged.
2. Systematic Withdrawal Plan (SWP). CDSCs may be waived on redemptions
occurring pursuant to a monthly, quarterly or semi-annual SWP established
with LFSI, to the extent the redemptions do not exceed, on an annual basis,
12% of the account's value, so long as at the time of the first SWP
redemption the account had had distributions reinvested for a period at
least equal to the period of the SWP (e.g., if it is a quarterly SWP,
distributions must have been reinvested at least for the three month period
prior to the first SWP redemption); otherwise CDSCs will be charged on SWP
redemptions until this requirement is met; this requirement does not apply
if the SWP is set up at the time the account is established, and
distributions are being reinvested. See below under "Investor Services -
Systematic Withdrawal Plan."
3. Disability. CDSCs may be waived on redemptions occurring within one year
after the sole shareholder on an individual account or a joint tenant on a
spousal joint tenant account becomes disabled (as defined in Section
72(m)(7) of the Internal Revenue Code). To be eligible for such waiver, (i)
the disability must arise after the purchase of shares and (ii) the
disabled shareholder must have been under age 65 at the time of the initial
determination of disability. If the account is transferred to a new
registration and then a redemption is requested, the applicable CDSC will
be charged.
4. Death of a trustee. CDSCs may be waived on redemptions occurring upon
dissolution of a revocable living or grantor trust following the death of
the sole trustee where (i) the grantor of the trust is the sole trustee and
the sole life beneficiary, (ii) death occurs following the purchase and
(iii) the trust document provides for dissolution of the trust upon the
trustee's death. If the account is transferred to a new registration
(including that of a successor trustee), the applicable CDSC will be
charged upon any subsequent redemption.
5. Returns of excess contributions. CDSCs may be waived on redemptions
required to return excess contributions made to retirement plans or
individual retirement accounts, so long as the FSF agrees to return the
applicable portion of any commission paid by Colonial.
6. Qualified Retirement Plans. CDSCs may be waived on redemptions required to
make distributions from qualified retirement plans following normal
retirement (as stated in the Plan document). CDSCs also will be waived on
SWP redemptions made to make required minimum distributions from qualified
retirement plans that have invested in funds distributed by LFDI for at
least two years.
The CDSC also may be waived where the FSF agrees to return all or an agreed upon
portion of the commission earned on the sale of the shares being redeemed.
HOW TO SELL SHARES
Shares may also be sold on any day the Exchange is open, either directly to the
Fund or through the shareholder's FSF. Sale proceeds generally are sent within
seven days (usually on the next business day after your request is received in
good form). However, for shares recently purchased by check, the Fund will delay
sending proceeds for up to 15 days in order to protect the Fund against
financial losses and dilution in net asset value caused by dishonored purchase
payment checks.
To sell shares directly to the Fund, send a signed letter of instruction or
stock power form to LFSI, along with any certificates for shares to be sold. The
sale price is the net asset value (less any applicable contingent deferred sales
charge) next calculated after the Fund receives the request in proper form.
Signatures must be guaranteed by a bank, a member firm of a national stock
exchange or another eligible guarantor institution. Stock power forms are
available from FSFs, LFSI and many banks. Additional documentation is required
for sales by corporations, agents, fiduciaries, surviving joint owners and
individual retirement account holders. Call LSI for more information
1-800-345-6611.
FSFs must receive requests before the time at which the Fund's shares are valued
to receive that day's price, are responsible for furnishing all necessary
documentation to LFSI and may charge for this service.
Systematic Withdrawal Plan
If a shareholder's account balance is at least $5,000, the shareholder may
establish a SWP. A specified dollar amount or percentage of the then current net
asset value of the shareholder's investment in any fund designated by the
shareholder will be paid monthly, quarterly or semi-annually to a designated
payee. The amount or percentage the shareholder specifies generally may not, on
an annualized basis, exceed 12% of the value, as of the time the shareholder
makes the election, of the shareholder's investment. Withdrawals from Class B
and Class C shares of the fund under a SWP will be treated as redemptions of
shares purchased through the reinvestment of fund distributions, or, to the
extent such shares in the shareholder's account are insufficient to cover Plan
payments, as redemptions from the earliest purchased shares of such fund in the
shareholder's account. No CDSCs apply to a redemption pursuant to a SWP of 12%
or less, even if, after giving effect to the redemption, the shareholder's
account balance is less than the shareholder's base amount. Qualified plan
participants who are required by Internal Revenue Service regulation to withdraw
more than 12%, on an annual basis, of the value of their Class B and Class C
share account may do so but will be subject to a CDSC ranging from 1% to 5% of
the amount withdrawn in excess of 12% annually. If a shareholder wishes to
participate in a SWP, the shareholder must elect to have all of the
shareholder's income dividends and other fund distributions payable in shares of
the fund rather than in cash.
A shareholder or a shareholder's FSF of record may establish a SWP account by
telephone on a recorded line. However, SWP checks will be payable only to the
shareholder and sent to the address of record. SWPs from retirement accounts
cannot be established by telephone.
A shareholder may not establish a SWP if the shareholder holds shares in
certificate form. Purchasing additional shares (other than through dividend and
distribution reinvestment) while receiving SWP payments is ordinarily
disadvantageous because of duplicative sales charges. For this reason, a
shareholder may not maintain a plan for the accumulation of shares of the fund
(other than through the reinvestment of dividends) and a SWP at the same time.
SWP payments are made through share redemptions, which may result in a gain or
loss for tax purposes, may involve the use of principal and may eventually use
up all of the shares in a shareholder's account.
A fund may terminate a shareholder's SWP if the shareholder's account balance
falls below $5,000 due to any transfer or liquidation of shares other than
pursuant to the SWP. SWP payments will be terminated on receiving satisfactory
evidence of the death or incapacity of a shareholder. Until this evidence is
received, LFSI will not be liable for any payment made in accordance with the
provisions of a SWP.
The cost of administering SWPs for the benefit of shareholders who participate
in them is borne by the fund as an expense of all shareholders.
Shareholders whose positions are held in "street name" by certain FSFs may not
be able to participate in a SWP. If a shareholder's Fund shares are held in
"street name," the shareholder should consult his or her FSF to determine
whether he or she may participate in a SWP.
Telephone Redemptions. All fund shareholders and/or their FSFs (except for
Newport Tiger Cub Fund, Newport Japan Opportunities Fund, Newport Asia Pacific
Fund and Newport Greater China Fund) are automatically eligible to redeem up to
$100,000 of the fund's shares by calling 1-800-422-3737 toll-free any business
day between 9:00 a.m. and the close of trading of the Exchange (normally 4:00
p.m. Eastern time). Transactions received after 4:00 p.m. Eastern time will
receive the next business day's closing price. Telephone redemption privileges
for larger amounts and for Newport Tiger Cub Fund, Newport Japan Opportunities
Fund, Newport Asia Pacific Fund and Newport Greater China Fund may be elected on
the Application. LFSI will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. Telephone redemptions are
not available on accounts with an address change in the preceding 30 days and
proceeds and confirmations will only be mailed or sent to the address of record
unless the redemption proceeds are being sent to a pre-designated bank account.
Shareholders and/or their FSFs will be required to provide their name, address
and account number. FSFs will also be required to provide their broker number.
All telephone transactions are recorded. A loss to a shareholder may result from
an unauthorized transaction reasonably believed to have been authorized. No
shareholder is obligated to execute the telephone authorization form or to use
the telephone to execute transactions.
Checkwriting (Available only on the Class A shares of certain funds)
Shares may be redeemed by check if a shareholder has previously completed an
Application and Signature Card. LFSI will provide checks to be drawn on
BankBoston (the "Bank"). These checks may be made payable to the order of any
person in the amount of not less than $500 nor more than $100,000. The
shareholder will continue to earn dividends on shares until a check is presented
to the Bank for payment. At such time a sufficient number of full and fractional
shares will be redeemed at the next determined net asset value to cover the
amount of the check. Certificate shares may not be redeemed in this manner.
Shareholders utilizing checkwriting drafts will be subject to the Bank's rules
governing checking accounts. There is currently no charge to the shareholder for
the use of checks. The shareholder should make sure that there are sufficient
shares in his or her open account to cover the amount of any check drawn since
the net asset value of shares will fluctuate. If insufficient shares are in the
shareholder's open account, the check will be returned marked "insufficient
funds" and no shares will be redeemed; the shareholder will be charged a $15
service fee for each check returned. It is not possible to determine in advance
the total value of an open account because prior redemptions and possible
changes in net asset value may cause the value of an open account to change.
Accordingly, a check redemption should not be used to close an open account. In
addition, a check redemption, like any other redemption, may give rise to
taxable capital gains.
Non Cash Redemptions. For redemptions of any single shareholder within any
90-day period exceeding the lesser of $250,000 or 1% of a fund's net asset
value, a fund may make the payment or a portion of the payment with portfolio
securities held by that fund instead of cash, in which case the redeeming
shareholder may incur brokerage and other costs in selling the securities
received.
DISTRIBUTIONS
Distributions are invested in additional shares of the same Class of the fund at
net asset value unless the shareholder elects to receive cash. Regardless of the
shareholder's election, distributions of $10 or less will not be paid in cash,
but will be invested in additional shares of the same Class of the Fund at net
asset value. Undelivered distribution checks returned by the post office will be
reinvested in your account. If a shareholder has elected to receive dividends
and/or capital gain distributions in cash and the postal or other delivery
service selected by the Transfer Agent is unable to deliver checks to the
shareholder's address of record, such shareholder's distribution option will
automatically be converted to having all dividend and other distributions
reinvested in additional shares. No interest will accrue on amounts represented
by uncashed distribution or redemption checks. Shareholders may reinvest all or
a portion of a recent cash distribution without a sales charge. A shareholder
request must be received within 30 calendar days of the distribution. A
shareholder may exercise this privilege only once. No charge is currently made
for reinvestment.
Shares of most funds that pay daily dividends will normally earn dividends
starting with the date the fund receives payment for the shares and will
continue through the day before the shares are redeemed, transferred or
exchanged. The daily dividends for Colonial Money Market Fund and Colonial
Municipal Money Market Fund will be earned starting with the day after that fund
receives payments for the shares.
HOW TO EXCHANGE SHARES
Shares of the Fund may be exchanged for the same class of shares of the other
continuously offered funds (with certain exceptions) on the basis of the NAVs
per share at the time of exchange. Class T and Z shares may be exchanged for
Class A shares of the other funds. The prospectus of each fund describes its
investment objective and policies, and shareholders should obtain a prospectus
and consider these objectives and policies carefully before requesting an
exchange. Shares of certain funds are not available to residents of all states.
Consult LFSI before requesting an exchange.
By calling LFSI, shareholders or their FSF of record may exchange among accounts
with identical registrations, provided that the shares are held on deposit.
During periods of unusual market changes or shareholder activity, shareholders
may experience delays in contacting LFSI by telephone to exercise the telephone
exchange privilege. Because an exchange involves a redemption and reinvestment
in another fund, completion of an exchange may be delayed under unusual
circumstances, such as if the fund suspends repurchases or postpones payment for
the fund shares being exchanged in accordance with federal securities law. LFSI
will also make exchanges upon receipt of a written exchange request and, share
certificates, if any. If the shareholder is a corporation, partnership, agent,
or surviving joint owner, LFSI will require customary additional documentation.
Prospectuses of the other funds are available from the LFDI Literature
Department by calling 1-800-426-3750.
A loss to a shareholder may result from an unauthorized transaction reasonably
believed to have been authorized. No shareholder is obligated to use the
telephone to execute transactions.
You need to hold your Class A and Class T shares for five months before
exchanging to certain funds having a higher maximum sales charge. Consult your
FSF or LFSI. In all cases, the shares to be exchanged must be registered on the
records of the fund in the name of the shareholder desiring to exchange.
Shareholders of the other open-end funds generally may exchange their shares at
NAV for the same class of shares of the fund.
An exchange is a capital sale transaction for federal income tax purposes. The
exchange privilege may be revised, suspended or terminated at any time.
SUSPENSION OF REDEMPTIONS
A fund may not suspend shareholders' right of redemption or postpone payment for
more than seven days unless the Exchange is closed for other than customary
weekends or holidays, or if permitted by the rules of the SEC during periods
when trading on the Exchange is restricted or during any emergency which makes
it impracticable for the fund to dispose of its securities or to determine
fairly the value of its net assets, or during any other period permitted by
order of the SEC for the protection of investors.
SHAREHOLDER LIABILITY
Under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of the Trust. However, the
Declaration disclaims shareholder liability for acts or obligations of the fund
and the Trust and requires that notice of such disclaimer be given in each
agreement, obligation, or instrument entered into or executed by the fund or the
Trust's Trustees. The Declaration provides for indemnification out of fund
property for all loss and expense of any shareholder held personally liable for
the obligations of the fund. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances (which are
considered remote) in which the fund would be unable to meet its obligations and
the disclaimer was inoperative.
The risk of a particular fund incurring financial loss on account of another
fund of the Trust is also believed to be remote, because it would be limited to
circumstances in which the disclaimer was inoperative and the other fund was
unable to meet its obligations.
SHAREHOLDER MEETINGS
As described under the caption "Organization and History" in the Prospectus of
each fund, the fund will not hold annual shareholders' meetings. The Trustees
may fill any vacancies in the Board of Trustees except that the Trustees may not
fill a vacancy if, immediately after filling such vacancy, less than two-thirds
of the Trustees then in office would have been elected to such office by the
shareholders. In addition, at such times as less than a majority of the Trustees
then in office have been elected to such office by the shareholders, the
Trustees must call a meeting of shareholders. Trustees may be removed from
office by a written consent signed by a majority of the outstanding shares of
the Trust or by a vote of the holders of a majority of the outstanding shares at
a meeting duly called for the purpose, which meeting shall be held upon written
request of the holders of not less than 10% of the outstanding shares of the
Trust. Upon written request by the holders of 1% of the outstanding shares of
the Trust stating that such shareholders of the Trust, for the purpose of
obtaining the signatures necessary to demand a shareholders' meeting to consider
removal of a Trustee, request information regarding the Trust's shareholders,
the Trust will provide appropriate materials (at the expense of the requesting
shareholders). Except as otherwise disclosed in the Prospectus and this SAI, the
Trustees shall continue to hold office and may appoint their successors.
At any shareholders' meetings that may be held, shareholders of all series would
vote together, irrespective of series, on the election of Trustees or the
selection of independent accountants, but each series would vote separately from
the others on other matters, such as changes in the investment policies of that
series or the approval of the management agreement for that series.
PERFORMANCE MEASURES
Total Return
Standardized average annual total return. Average annual total return is the
actual return on a $1,000 investment in a particular class of shares of the
fund, made at the beginning of a stated period, adjusted for the maximum sales
charge or applicable CDSC for the class of shares of the fund and assuming that
all distributions were reinvested at NAV, converted to an average annual return
assuming annual compounding.
Nonstandardized total return. Nonstandardized total returns may differ from
standardized average annual total returns in that they may relate to
nonstandardized periods, represent aggregate rather than average annual total
returns or may not reflect the sales charge or CDSC.
Appended return. The total return for Class B, C and I shares (newer class)
includes performance of the newer class of shares since it was offered for sale
and the performance for the oldest existing class of shares (Class A). The
performance of the oldest existing class used in the computation of the newer
class is not restated to reflect any expense differential between the oldest
existing class and the newer class. Had the expense differential been reflected,
the returns for the periods prior to inception of Class B and C shares, would
have been lower.
Yield
Money market. A money market fund's yield and effective yield is computed in
accordance with the SEC's formula for money market fund yields.
Non-money market. The yield for each class of shares of a fund is determined by
(i) calculating the income (as defined by the SEC for purposes of advertising
yield) during the base period and subtracting actual expenses for the period
(net of any reimbursements), and (ii) dividing the result by the product of the
average daily number of shares of the fund that were entitled to dividends
during the period and the maximum offering price of the fund on the last day of
the period, (iii) then annualizing the result assuming semi-annual compounding.
Tax-equivalent yield is calculated by taking that portion of the yield which is
exempt from income tax and determining the equivalent taxable yield which would
produce the same after-tax yield for any given federal and state tax rate, and
adding to that the portion of the yield which is fully taxable. Adjusted yield
is calculated in the same manner as yield except that expenses voluntarily borne
or waived by Colonial have been added back to actual expenses.
Distribution rate. The distribution rate for each class of shares of a fund is
usually calculated by dividing annual or annualized distributions by the maximum
offering price of that class on the last day of the period. Generally, the
fund's distribution rate reflects total amounts actually paid to shareholders,
while yield reflects the current earning power of the fund's portfolio
securities (net of the fund's expenses). The fund's yield for any period may be
more or less than the amount actually distributed in respect of such period.
The fund may compare its performance to various unmanaged indices published by
such sources as are listed in Appendix II.
The fund may also refer to quotations, graphs and electronically transmitted
data from sources believed by the Advisor to be reputable, and publications in
the press pertaining to a fund's performance or to the Advisor or its
affiliates, including comparisons with competitors and matters of national and
global economic and financial interest. Examples include Forbes, Business Week,
Money Magazine, The Wall Street Journal, The New York Times, The Boston Globe,
Barron's National Business & Financial Weekly, Financial Planning, Changing
Times, Reuters Information Services, Wiesenberger Mutual Funds Investment
Report, Lipper Analytical Services Corporation, Morningstar, Inc., Sylvia
Porter's Personal Finance Magazine, Money Market Directory, SEI Funds Evaluation
Services, FTA World Index and Disclosure Incorporated.
All data are based on past performance and do not predict future results.
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 costs 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.
<PAGE>
APPENDIX I
DESCRIPTION OF BOND RATINGS
STANDARD & POOR'S CORPORATION (S&P)
The following descriptions are applicable to municipal bond funds:
AAA bonds have the highest rating assigned by S&P. Capacity to pay interest and
repay principal is extremely strong.
AA bonds have a very strong capacity to pay interest and repay principal, and
they differ from AAA only in small degree.
A bonds have a strong capacity to pay interest and repay principal, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
BBB bonds are regarded as having an adequate capacity to pay interest and repay
principal. Whereas they normally exhibit adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal than for bonds in the A
category.
BB, B, CCC, CC and C bonds are regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree of
speculation and C the highest degree. While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or large exposures to adverse conditions.
BB bonds have less near-term vulnerability to default than other speculative
issues. However, they face major ongoing uncertainties or exposure to adverse
business, financial, or economic conditions which could lead to inadequate
capacity to meet timely interest and principal payments. The BB rating category
is also used for debt subordinated to senior debt that is assigned an actual or
implied BBB- rating.
B bonds have a greater vulnerability to default but currently have the capacity
to meet interest payments and principal repayments. Adverse business, financial,
or economic conditions will likely impair capacity or willingness to pay
interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.
CCC bonds have a currently identifiable vulnerability to default, and are
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, the bonds are not likely to have
the capacity to pay interest and repay principal. The CCC rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied B or B- rating.
CC rating typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating.
C rating typically is applied to debt subordinated to senior debt which assigned
an actual or implied CCC- debt rating. The C rating may be used to cover a
situation where a bankruptcy petition has been filed, but debt service payments
are continued.
CI rating is reserved for income bonds on which no interest is being paid.
D bonds are in payment default. The D rating category is used when interest
payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.
Plus(+) or minus(-) ratings from AA to CCC may be modified by the addition of a
plus or minus sign to show relative standing within the major rating categories.
Provisional Ratings. The letter "p" indicates that the rating is provisional. A
provisional rating assumes the successful completion of the project being
financed by the debt being rated and indicates that payment of debt service
requirements is largely or entirely dependent upon the successful and timely
completion of the project. This rating, however, although addressing credit
quality subsequent to completion of the project, makes no comments on the
likelihood of, or the risk of default upon failure of, such completion. The
investor should exercise his own judgment with respect to such likelihood and
risk.
Municipal Notes:
SP-1. Notes rated SP-1 have very strong or strong capacity to pay principal and
interest. Those issues determined to possess overwhelming safety characteristics
are designated as SP-1+.
SP-2. Notes rated SP-2 have satisfactory capacity to pay principal and interest.
Notes due in three years or less normally receive a note rating. Notes maturing
beyond three years normally receive a bond rating, although the following
criteria are used in making that assessment:
Amortization schedule (the larger the final maturity relative to other
maturities, the more likely the issue will be rated as a note).
Source of payment (the more dependent the issue is on the market for
its refinancing, the more likely it will be rated as a note).
Demand Feature of Variable Rate Demand Securities:
S&P assigns dual ratings to all long-term debt issues that have as part of their
provisions a demand feature. The first rating addresses the likelihood of
repayment of principal and interest as due, and the second rating addresses only
the demand feature. The long-term debt rating symbols are used for bonds to
denote the long-term maturity, and the commercial paper rating symbols are
usually used to denote the put (demand) option (for example, AAA/A-1+).
Normally, demand notes receive note rating symbols combined with commercial
paper symbols (for example, SP-1+/A-1+).
Commercial Paper:
A. Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are further refined with
the designations 1, 2, and 3 to indicate the relative degree to safety.
A-1. This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are designed A-1+.
Corporate Bonds:
The description of the applicable rating symbols and their meanings is
substantially the same as the Municipal Bond ratings set forth above.
The following descriptions are applicable to equity and taxable bond funds:
AAA bonds have the highest rating assigned by S&P. The obligor's capacity to
meet its financial commitment on the obligation is extremely strong.
AA bonds differ from the highest rated obligations only in small degree. The
obligor's capacity to meet its financial commitment on the obligation is very
strong.
A bonds are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher rated
categories. However, the obligor's capacity to meet its financial commitment on
the obligation is still strong.
BBB bonds exhibit adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC and CC bonds are regarded, as having significant speculative
characteristics. BB indicates the least degree of speculation and C the highest.
While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.
BB bonds are less vulnerable to non-payment than other speculative issues.
However, they face major ongoing uncertainties or exposure to adverse business,
financial, or economic conditions which could lead to the obligor's inadequate
capacity to meet its financial commitment on the obligation.
B bonds are more vulnerable to nonpayment than obligations rated BB, but the
obligor currently has the capacity to meet its financial commitment on the
obligation. Adverse business, financial, or economic conditions will likely
impair the obligor's capacity or willingness to meet its financial commitment on
the obligation.
CCC bonds are currently vulnerable to nonpayment, and are dependent upon
favorable business, financial, and economic conditions for the obligor to meet
its financial commitment on the obligation. In the event of adverse business,
financial, or economic conditions, the obligor is not likely to have the
capacity to meet its financial commitment on the obligation.
CC bonds are currently highly vulnerable to nonpayment.
C ratings may be used to cover a situation where a bankruptcy petition has been
filed or similar action has been taken, but payments on the obligation are being
continued.
D bonds are in payment default. The D rating category is used when payments on
an obligation are not made on the date due even if the applicable grace period
has not expired, unless S&P believes that such payments will be made during such
grace period. The D rating also will be used upon the filing of a bankruptcy
petition or the taking of a similar action if payments on an obligation are
jeopardized.
Plus (+) or minus(-): The ratings from AA to CCC may be modified by the addition
of a plus or minus sign to show relative standing within the major rating
categories.
r This symbol is attached to the rating of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk, such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.
MOODY'S INVESTORS SERVICE, INC. (MOODY'S)
Aaa bonds are judged to be of the best quality. They carry the smallest degree
of investment risk and are generally referred to as "gilt edge". Interest
payments are protected by a large or by an exceptionally stable margin and
principal is secure. While various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair a fundamentally
strong position of such issues.
Aa bonds are judged to be of high quality by all standards. Together with Aaa
bonds they comprise what are generally known as high-grade bonds. They are rated
lower than the best bonds because margins of protection may not be as large in
Aaa securities or fluctuation of protective elements may be of greater amplitude
or there may be other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.
Those bonds in the Aa through B groups that Moody's believes possess the
strongest investment attributes are designated by the symbol Aa1, A1 and Baa1.
A bonds possess many favorable investment attributes and are to be considered as
upper-medium-grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present that suggest a
susceptibility to impairment sometime in the future.
Baa bonds are considered as medium grade obligations, i.e., they are neither
highly protected nor poorly secured. Interest payments and principal security
appear adequate for the present but certain protective elements may be lacking
or may be characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact, have speculative
characteristics as well.
Ba bonds are judged to have speculative elements: their future cannot be
considered as well secured. Often, the protection of interest and principal
payments may be very moderate, and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.
B bonds generally lack characteristics of the desirable investment. Assurance of
interest and principal payments or of maintenance of other terms of the contract
over any long period of time may be small.
Caa bonds are of poor standing. Such issues may be in default or there may be
present elements of danger with respect to principal or interest.
Ca bonds represent obligations which are speculative in a high degree. Such
issues are often in default or have other marked shortcomings.
C bonds are the lowest rated class of bonds and issues so rated can be regarded
as having extremely poor prospects of ever attaining any real investment
standing.
Conditional Ratings. Bonds for which the security depends upon the completion of
some act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operating experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting
conditions attach. Parenthetical rating denotes probable credit stature upon
completion of construction or elimination of basis of condition.
Municipal Notes:
MIG 1. This designation denotes best quality. There is present strong protection
by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.
MIG 2. This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.
MIG 3. This designation denotes favorable quality. All security elements are
accounted for, but there is lacking the undeniable strength of the preceding
grades. Liquidity and cash flow protection may be narrow and market access for
refinancing is likely to be less well established.
Demand Feature of Variable Rate Demand Securities:
Moody's may assign a separate rating to the demand feature of a variable rate
demand security. Such a rating may include:
VMIG 1. This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.
VMIG 2. This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.
VMIG 3. This designation denotes favorable quality. All security elements are
accounted for, but there is lacking the undeniable strength of the preceding
grades. Liquidity and cash flow protection may be narrow and market access for
refinancing is likely to be less well established.
Commercial Paper:
Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment capacity of rated issuers:
Prime-1 Highest Quality
Prime-2 Higher Quality
Prime-3 High Quality
If an issuer represents to Moody's that its Commercial Paper obligations are
supported by the credit of another entity or entities, Moody's, in assigning
ratings to such issuers, evaluates the financial strength of the indicated
affiliated corporations, commercial banks, insurance companies, foreign
governments, or other entities, but only as one factor in the total rating
assessment.
Corporate Bonds:
The description of the applicable rating symbols (Aaa, Aa, A) and their meanings
is identical to that of the Municipal Bond ratings as set forth above, except
for the numerical modifiers. Moody's applies numerical modifiers 1, 2, and 3 in
the Aa and A classifications of its corporate bond rating system. The modifier 1
indicates that the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a midrange ranking; and the modifier 3
indicates that the issuer ranks in the lower end of its generic rating category.
FITCH INVESTORS SERVICES
Investment Grade Bond Ratings
AAA bonds are considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and/or
dividends and repay principal, which is unlikely to be affected by reasonably
foreseeable events.
AA bonds are considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated `AAA'. Because bonds rated in the
`AAA' and `AA' categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated `F-1+'.
A bonds are considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than debt securities with higher ratings.
BBB bonds are considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest or dividends and repay principal
is considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these
securities and, therefore, impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is higher than for
securities with higher ratings.
Conditional
A conditional rating is premised on the successful completion of a project or
the occurrence of a specific event.
Speculative-Grade Bond Ratings
BB bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified, which could assist the
obligor in satisfying its debt service requirements.
B bonds are considered highly speculative. While securities in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.
CCC bonds have certain identifiable characteristics that, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.
CC bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.
C bonds are in imminent default in payment of interest or principal.
DDD, DD, and D bonds are in default on interest and/or principal payments. Such
securities are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. `DDD'
represents the highest potential for recovery on these securities, and `D'
represents the lowest potential for recovery.
DUFF & PHELPS CREDIT RATING CO.
AAA - Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.
AA+, AA, AA - High credit quality. Protection factors are strong. Risk is modest
but may vary slightly from time to time because of economic conditions.
A+, A, A - Protection factors are average but adequate. However, risk factors
are more available and greater in periods of economic stress.
BBB+, BBB, BBB - Below average protection factors but still considered
sufficient for prudent investment. Considerable variability in risk during
economic cycles.
BB+, BB, BB - Below investment grade but deemed likely to meet obligations when
due. Present or prospective financial protection factors fluctuate according to
industry conditions or company fortunes. Overall quality may move up or down
frequently within this category.
B+, B, B - Below investment grade and possessing risk that obligations will not
be met when due. Financial protection factors will fluctuate widely according to
economic cycles, industry conditions and/or company fortunes. Potential exists
for frequent changes in the rating within this category or into a higher or
lower rating grade.
CCC - Well below investment grade securities. Considerable uncertainty exists as
to timely payment of principal, interest or preferred dividends. Protection
factors are narrow and risk can be substantial with unfavorable
economic/industry conditions, and/or with unfavorable company developments.
DD - Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or interest payments.
<PAGE>
<TABLE>
<CAPTION>
APPENDIX II
1997
SOURCE CATEGORY RETURN (%)
<S> <C> <C>
Donoghue Tax-Free Funds 4.93
Donoghue U.S. Treasury Funds 4.65
Dow Jones & Company Industrial Index 24.87
Morgan Stanley Capital International EAFE Index 1.78
Morgan Stanley Capital International EAFE GDP Index 5.77
Libor Six-month Libor N/A
Lipper Short U.S. Government Funds 5.82
Lipper California Municipal Bond Funds 9.15
Lipper Connecticut Municipal Bond Funds 8.53
Lipper Closed End Bond Funds 12.01
Lipper Florida Municipal Bond Funds 8.53
Lipper General Municipal Bonds 9.11
Lipper Global Funds 13.04
Lipper Growth Funds 25.30
Lipper Growth & Income Funds 27.14
Lipper High Current Yield Bond Funds 12.96
Lipper High Yield Municipal Bond Debt 10.11
Lipper Fixed Income Funds 8.67
Lipper Insured Municipal Bond Average 8.39
Lipper Intermediate Muni Bonds 7.16
Lipper Intermediate (5-10) U.S. Government Funds 8.08
Lipper Massachusetts Municipal Bond Funds 8.64
Lipper Michigan Municipal Bond Funds 8.50
Lipper Mid Cap Funds 19.76
Lipper Minnesota Municipal Bond Funds 8.15
Lipper U.S. Government Money Market Funds 4.90
Lipper New York Municipal Bond Funds 8.99
Lipper North Carolina Municipal Bond Funds 8.84
Lipper Ohio Municipal Bond Funds 8.16
Lipper Small Cap Funds 20.75
Lipper General U.S. Government Funds 8.84
Lipper Pacific Region Funds-Ex-Japan (35.52)
Lipper International Funds 5.44
Lipper Balanced Funds 19.00
Lipper Tax-Exempt Money Market 3.08
Lipper Multi-Sector 8.77
Lipper Corporate Debt BBB 10.08
Lipper High Yield Municipal - Closed Ends 9.66
Lipper High Current Yield - Closed Ends 14.31
Lipper General Municipal Debt - Closed Ends 10.26
Lipper Intermediate Investment Grade Debt 8.57
Lipper Utilities 26.01
Lipper Japan (14.07)
Lipper China (22.92)
Shearson Lehman Composite Government Index 9.59
Shearson Lehman Government/Corporate Index 9.76
Shearson Lehman Long-term Government Index 9.58
Shearson Lehman Municipal Bond Index 9.19
Shearson Lehman U.S. Government 1-3 6.65
S&P S&P 500 Index 33.35
S&P Utility Index 24.65
S&P Barra Growth 36.38
S&P Barra Value 29.99
S&P Midcap 400 19.00
First Boston High Yield Index 12.63
<PAGE>
SOURCE CATEGORY RETURN (%)
<S> <C> <C>
Swiss Bank 10 Year U.S. Government (Corporate Bond) 11.20
Swiss Bank 10 Year United Kingdom (Corporate Bond) 12.54
Swiss Bank 10 Year France (Corporate Bond) (4.79)
Swiss Bank 10 Year Germany (Corporate Bond) (6.13)
Swiss Bank 10 Year Japan (Corporate Bond) (3.39)
Swiss Bank 10 Year Canada (Corporate Bond) 7.79
Swiss Bank 10 Year Australia (Corporate Bond) (3.93)
Morgan Stanley Capital International 10 Year Hong Kong (Equity) 19.18
Morgan Stanley Capital International 10 Year Belgium (Equity) 14.43
Morgan Stanley Capital International 10 Year Austria (Equity) 7.58
Morgan Stanley Capital International 10 Year France (Equity) 13.27
Morgan Stanley Capital International 10 Year Netherlands (Equity) 18.61
Morgan Stanley Capital International 10 Year Japan (Equity) (2.90)
Morgan Stanley Capital International 10 Year Switzerland (Equity) 18.53
Morgan Stanley Capital International 10 Year United Kingdom (Equity) 13.95
Morgan Stanley Capital International 10 Year Germany (Equity) 13.75
Morgan Stanley Capital International 10 Year Italy (Equity) 6.15
Morgan Stanley Capital International 10 Year Sweden (Equity) 17.62
Morgan Stanley Capital International 10 Year United States (Equity) 17.39
Morgan Stanley Capital International 10 Year Australia (Equity) 9.25
Morgan Stanley Capital International 10 Year Norway (Equity) 13.29
Morgan Stanley Capital International 10 Year Spain (Equity) 10.58
Morgan Stanley Capital International World GDP Index 13.35
Morgan Stanley Capital International Pacific Region Funds Ex-Japan (31.00)
Bureau of Labor Statistics Consumer Price Index (Inflation) 1.70
FHLB-San Francisco 11th District Cost-of-Funds Index N/A
Salomon Six-Month Treasury Bill 5.41
Salomon One-Year Constant-Maturity Treasury Rate N/A
Salomon Five-Year Constant-Maturity Treasury Rate N/A
Frank Russell Company Russell 2000(R)Index 22.36
Frank Russell Company Russell 1000(R)Value Index 35.18
Frank Russell Company Russell 1000(R)Growth Index 30.49
Bloomberg NA NA
Credit Lyonnais NA NA
Statistical Abstract of the U.S. NA NA
World Economic Outlook NA NA
</TABLE>
The Russell 2000(R) Index, the Russell 1000(R) Value Index and the Russell
1000(R) Growth Index are each a trademark/service mark of the Frank Russell
Company. Russell(TM) is a trademark of the Frank Russell Company.
*in U.S. currency
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A
Summary of Expenses (for The Crabbe Huson Special Fund, Crabbe
Huson Managed Income & Equity Fund, Crabbe Huson Contrarian
Income Fund, Crabbe Huson Small Cap Fund, Crabbe Huson Equity
Fund, Crabbe Huson Real Estate Investment Fund, Crabbe Huson
Oregon Tax-Free Fund)
The Fund's Financial History (for The Crabbe Huson Special Fund,
Crabbe Huson Managed Income & Equity Fund, Crabbe Huson
Contrarian Income Fund, Crabbe Huson Small Cap Fund, Crabbe
Huson Equity Fund, Crabbe Huson Real Estate Investment Fund,
Crabbe Huson Oregon Tax-Free Fund)
Included in Part B are the financial statements contained in the Annual
and Semi-Annual Reports for the Registrant's series, each dated October 31, 1997
and April 30, 1998 (which were previously filed electronically pursuant to
Section 30(b)(2) of the Investment Company Act of 1940):
<TABLE>
<CAPTION>
Fund Accession Number
---- ----------------
Annual Report to Shareholders:
------------------------------
<S> <C>
The Crabbe Huson Special Fund (TCHSF) 0001047469-98-001184
Crabbe Huson Small Cap Fund (CHSCF) 0001047469-98-001184
Crabbe Huson Equity Fund (CHEF) 0001047469-98-001184
Crabbe Huson Contrarian Income Fund (CHCIF) 0001047469-98-001184
Crabbe Huson Real Estate Investment Fund (CHREIF) 0001047469-98-001184
Crabbe Huson Oregon Tax-Free Fund (CHOTFF) 0001047469-98-001184
Crabbe Huson Managed Income & Equity Fund (CHMIEF) 0001047469-98-001184
Semi-Annual Report to Shareholders:
The Crabbe Huson Special Fund 0001047469-98-025156
Crabbe Huson Small Cap Fund 0001047469-98-001184
Crabbe Huson Equity Fund 0001047469-98-001184
Crabbe Huson Contrarian Income Fund 0001047469-98-001184
Crabbe Huson Real Estate Investment Fund 0001047469-98-001184
Crabbe Huson Oregon Tax-Free Fund 0001047469-98-001184
Crabbe Huson Managed Income & Equity Fund 0001047469-98-001184
</TABLE>
The Financial Statements contained in each series' Annual Report are as
follows:
Investment Portfolio
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Notes to Financial Statements
Financial Highlights
Report of Independent Auditors (Annual Report to Shareholders only)
(b) Exhibits:
1 Amendment No. 3 to the Agreement and Declaration of Trust (3)
2 By-Laws (3)
3 Not Applicable
4 Form of Specimen of share certificate (incorporated herein by
reference to Exhibit 4 to Post-Effective Amendment No. 25 to
the Registration Statement of Colonial Trust II, Registration
Nos. 2-66976 and 811-3009, filed with the Commission on March
20, 1996.)
5(a) Form of Management Agreement (CHAAF)(6)
5(b) Form of Management Agreement (CHCIF)(6)
5(c) Form of Management Agreement (CHEF)(6)
5(d) Form of Management Agreement (CHOTFF)(6)
5(e) Form of Management Agreement (CHSCF)(6)
5(f) Form of Management Agreement (CHREIF)(6)
5(g) Form of Management Agreement (TCHSF)(6)
6(a) Form of Distributor's Contract with Liberty Funds Distributor,
Inc.(6)
6(b) Form of Selling Agreement with Liberty Funds Distributor, Inc.
(incorporated herein by reference to Exhibit 6(b) to Post-
Effective Amendment No. 10 to the Registration Statement of
Colonial Trust VI, Registration Nos. 33-45117 and 811-6529,
filed with the Commission on September 27, 1996)
6(c) Form of Bank and Bank Affiliated Selling Agreement
(incorporated herein by reference to Exhibit 6(c) to
Post-Effective Amendment No. 10 to the Registration Statement
of Colonial Trust VI, Registration Nos. 33-45117 and 811-6529,
filed with the Commission on September 27, 1996)
6(d) Form of Asset Retention Agreement (incorporated herein by
reference to Exhibit 6(d) to Post-Effective Amendment No. 10
to the Registration Statement of Colonial Trust VI,
Registration Nos. 33-45117 and 811-6529, filed with the
Commission on September 27, 1996)
7 Not Applicable
8 Form of Custody Agreement with State Street Bank and Trust
Company(6)
9(a) Amended and Restated Shareholders' Servicing and Transfer
Agent Agreement as amended with Colonial Investors Service
Center, Inc.(incorporated herein by reference to Exhibit 9.(a)
to Post-Effective Amendment No. 10 to the Registration
Statement of Colonial Trust VI, Registration Nos. 33-45117 and
811-6529, filed with the Commission on September 27, 1996)
9(a)(i) Amendment No. 10 to Schedule A of Amended and Restated
Shareholders' Servicing and Transfer Agent Agreement dated
October 1, 1997 (incorporated herein by reference to Exhibit
9(a)(ii) to Post-Effective Amendment No.13 to the Registration
Statement of Colonial Trust VI, Registration Nos. 33-45117 and
811-6529, filed with the Commission on or about October 24,
1997)
9(a)(ii) Form of Amendment No. 11 to Schedule A of Amended and Restated
Shareholders' Servicing and Transfer Agent Agreement (6)
9(a)(iii) Form of Amendment No. 16 to Appendix I of Amended and Restated
Shareholders' Servicing and Transfer Agent Agreement as
amended(6)
9(b)(i) Pricing and Bookkeeping Agreement with Colonial Management
Associates, Inc. (incorporated herein by reference to Exhibit
9(b) to Post-Effective Amendment No. 10 to the Registration
Statement of Colonial Trust VI, Registration Nos. 33-45117
and 811-6529, filed with the Commission on September 27, 1996)
9(b)(ii) Form of Amendment to Appendix I of Pricing and Bookkeeping
Agreement (6)
9(c) Agreement and Plan of Reorganization (TCHSF)
9(d) Agreement and Plan of Reorganization (CHSCF)
9(e) Agreement and Plan of Reorganization (CHEF)
9(f) Agreement and Plan of Reorganization (CHMIEF)
9(g) Agreement and Plan of Reorganization (CHOTFF)
9(h) Agreement and Plan of Reorganization (CHCIF)
9(i) Agreement and Plan of Reorganization (CHREIF)
10 Opinion and Consent of Counsel (3)
11 Consent of Independent Auditors
12 Not Applicable
13 Not Applicable
14(a) Form of Colonial Mutual Funds Money Purchase Pension and
Profit Sharing Plan Document and Employee Communications Kit(4)
14(b) Form of Colonial Mutual Funds Money Purchase Pension and
Profit Sharing Plan Establishment Booklet (4)
14(c) Form of Colonial IRA Application, Forms, Custodial Agreement
and Disclosure Statement and Distribution Form (4)
14(d) IRA Application and Fact Kit (4)
14(e) Form of Colonial Mutual Funds Simplified Employee Pension Plan
and Salary Reduction Simplified Employee Pension Plan
Application and Fact Kit (4)
14(f) Form of Colonial Mutual Funds 401(k) Plan Document, Trust
Agreement and IRS Opinion Letter (incorporated herein by
reference to Exhibit 14.(v) to Post-Effective Amendment No. 27
to the Registration Statement of Colonial Trust II,
Registration Nos. 2-66976 and 811-3009, filed with the
Commission on November 18, 1996)
14(g) Form of Colonial Mutual Funds 401(k) Plan Establishment
Booklet and Employee Communications Kit (incorporated herein
by reference to Exhibit 14.(vi) to Post-Effective Amendment
No. 27 to the Registration Statement of Colonial Trust II,
Registration Nos. 2-66976 and 811-3009, filed with the
Commission on November 18, 1996)
14(h) Form of Colonial 401(k) Beneficiary Designation and
Participant Enrollment Forms (4)
14(i) Form of Liberty Simple IRA Plan (incorporated herein by
reference to Exhibit 14.(i) to Post-Effective Amendment No. 45
to the Registration Statement of Colonial Trust I,
Registration Nos. 2-41251 and 811-2214, filed with the
Commission on February, 1998)
14(j) Form of Liberty Roth IRA (incorporated herein by reference to
Exhibit 14.(j) to Post-Effective Amendment No. 45 to the
Registration Statement of Colonial Trust I, Registration Nos.
2-41251 and 811-2214, filed with the Commission on February,
1998)
15 Distribution Plan adopted pursuant to Section 12b-1 of the
Investment Company Act of 1940, incorporated by reference to
the Distributor's Contracts filed as Exhibit 6(a) hereto
16(a) Calculation of Yields(7)
16(b) Performance Calculations(7)
As of October 31, 1997:
17(a) Financial Data Schedule (Class A)(CHSCF)
17(b) Financial Data Schedule (Class I)(CHSCF)
17(c) Financial Data Schedule (Class A)(CHOTFF)
17(d) Financial Data Schedule (Class A)(CHMIEF)
17(e) Financial Data Schedule (Class I)(CHMIEF)
17(f) Financial Data Schedule (Class A)(CHEF)
17(g) Financial Data Schedule (Class I)(CHEF)
17(h) Financial Data Schedule (Class A)(CHCIF)
17(I) Financial Data Schedule (Class A)(CHREIF)
17(j) Financial Data Schedule (Class A)(TCHSF)
As of April 30, 1998:
17(k) Financial Data Schedule (Class A)(CHSCF)
17(l) Financial Data Schedule (Class I)(CHSCF)
17(m) Financial Data Schedule (Class A)(CHOTFF)
17(n) Financial Data Schedule (Class A)(CHMIEF)
17(o) Financial Data Schedule (Class I)(CHMIEF)
17(p) Financial Data Schedule (Class A)(CHEF)
17(q) Financial Data Schedule (Class I)(CHEF)
17(r) Financial Data Schedule (Class A)(CHCIF)
17(s) Financial Data Schedule (Class A)(CHREIF)
17(t) Financial Data Schedule (Class A)(TCHSF)
18(a) Power of Attorney for: Robert J. Birnbaum, Tom Bleasdale,
Lora S. Collins, James E. Grinnell, Richard W. Lowry, William
E. Mayer, James L. Moody, Jr., John J. Neuhauser and
Robert L. Sullivan (4)
18(b) Plan pursuant to Rule 18f-3(d) under the Investment Company
Act of 1940(6)
- ---------------
(1) Incorporated by reference to Post-Effective Amendment No. 94 to Form N-1A
filed on or about July 28, 1995.
(2) Incorporated by reference to Post-Effective Amendment No. 96 to Form N-1A
filed on or about February 28, 1996.
(3) Incorporated by reference to Post-Effective Amendment No. 97 to Form N-1A
filed on or about February 13, 1997.
(4) Incorporated by reference to Post-Effective Amendment No. 99 to Form N-1A
filed on or about December 19, 1997.
(5) To be filed in a subsequent Amendment.
(6) Incorporated by reference to Post-Effective Amendment No. 101 to Form N-1A
filed on or about July 24, 1998.
(7) Information on performance calculations and yields appears in the Funds'
Statement of Additional Information included in Part B of this Registration
Statement.
Item 25. Persons Controlled by or under Common Group Control with
Registrant
None
Item 26. Number of Holders of Securities
<TABLE>
<CAPTION>
(1) (2)
Number of Record Holders
Title of Class as of September 30, 1998
-------------- ------------------------
<S> <C>
Shares of Beneficial Interest 0 - Class A record holders (TCHSF)
0 - Class A record holders (CHSCF)
0 - Class I record holders
0 - Class A record holders (CHCIF)
0 - Class A record holders (CHEF)
0 - Class I record holders
0 - Class A record holders (CHOTFF)
0 - Class A record holders (CHREIF)
0 - Class A record holders (CHMIEF)
0 - Class I record holders
</TABLE>
Item 27. Indemnification
See Article VIII of Amendment No. 3 to the Agreement and
Declaration of Trust filed as Exhibit 1 hereto.
Item 28. Business and Other Connections of Investment Adviser
The business and other connections of the officers,
directors of the Registrant's investment advisor, Crabbe
Huson Group, Inc., are listed on the Form ADV of Crabbe
Huson Group, Inc. as currently on file with the Commission
(File No. 801-15154), the text of which is incorporated
herein by reference: (a) Items 1 and 2 of Part 2, and (b)
Section 6, Business Background of each Schedule D.
<PAGE>
Item 29 Principal Underwriter
- ------- ---------------------
(a) Liberty Funds Distributor, Inc. (LFDI), a subsidiary of Colonial
Management Associates, Inc., is the Registrant's principal
underwriter. LFDI acts in such capacity for each series of Colonial
Trust I, Colonial Trust II, Colonial Trust III, Colonial Trust IV,
Colonial Trust V, Colonial Trust VI and Colonial Trust VII, Stein Roe
Advisor Trust, Stein Roe Income Trust, Stein Roe Municipal Trust,
Stein Roe Investment Trust and Stein Roe Trust.
(b) The table below lists each director or officer of the principal
underwriter named in the answer to Item 21.
(1) (2) (3)
Position and Offices Positions and
Name and Principal with Principal Offices with
Business Address* Underwriter Registrant
- ------------------ ------------------- --------------
Anderson, Judith V.P. None
Anetsberger, Gary Sr. V.P. None
Babbitt, Debra V.P. and None
Comp. Officer
Ballou, Rick Sr. V.P. None
Balzano, Christine R. V.P. None
Bartlett, John Managing Director None
Blakeslee, James Sr. V.P. None
Blumenfeld, Alex V.P. None
Bozek, James Sr. V.P. None
Brown, Beth V.P. None
Burtman, Tracy V.P. None
Butch, Tom Sr. V.P. None
Campbell, Patrick V.P. None
Chrzanowski, V.P. None
Daniel
Claiborne, V.P. None
Douglas
Clapp, Elizabeth A. Managing Director None
Conlin, Nancy L. Dir; Clerk Secretary
Davey, Cynthia Sr. V.P. None
Desilets, Marian V.P. Asst. Sec
Devaney, James Sr. V.P. None
DiMaio, Steve V.P. None
Downey, Christopher V.P. None
Emerson, Kim P. Sr. V.P. None
Erickson, Cynthia G. Sr. V.P. None
Evans, C. Frazier Managing Director None
Feldman, David Managing Director None
Fifield, Robert V.P. None
Gauger, Richard V.P. None
Gerokoulis, Sr. V.P. None
Stephen A.
Gibson, Stephen E. Director; Chairman President
of the Board
Goldberg, Matthew Sr. V.P. None
Guenard, Brian V.P. None
Harrington, Tom Sr. V.P. None
Harris, Carla V.P. None
Hodgkins, Joseph Sr. V.P. None
Hussey, Robert Sr. V.P. None
Iudice, Jr., Philip Treasurer and CFO None
Jones, Cynthia V.P. None
Jones, Jonathan V.P. None
Karagiannis, Managing Director None
Marilyn
Kelley, Terry M. V.P. None
Kelson, David W. Sr. V.P. None
Libutti, Chris V.P. None
Martin, Peter V.P. None
McCombs, Gregory Sr. V.P. None
McKenzie, Mary V.P. None
Menchin, Catherine V.P. None
Miller, Anthony V.P. None
Moberly, Ann R. Sr. V.P. None
Morse, Jonathan V.P. None
O'Shea, Kevin Managing Director None
Piken, Keith V.P. None
Place, Jeffrey Managing Director None
Pollard, Brian V.P. None
Predmore, Tracy V.P. None
Quirk, Frank V.P. None
Raftery-Arpino, Linda V.P. None
Reed, Christopher B. Sr. V.P. None
Riegel, Joyce V.P. None
Robb, Douglas V.P. None
Sandberg, Travis V.P. None
Santosuosso, Louise V.P. None
Scarlott, Rebecca V.P. None
Schulman, David Sr. V.P. None
Scoon, Davey Director V.P.
Scott, Michael W. Sr. V.P. None
Shea, Terence V.P. None
Sideropoulos, Lou V.P. None
Smith, Darren V.P. None
Soester, Trisha V.P. None
Studer, Eric V.P. None
Sweeney, Maureen V.P. None
Tambone, James CEO None
Tasiopoulos, Lou President None
VanEtten, Keith H. Sr. V.P. None
Wallace, John V.P. None
Walter, Heidi V.P. None
Wess, Valerie Sr. V.P. None
Young, Deborah V.P. None
- --------------------------
* The address for each individual is One Financial Center, Boston, MA
02111.
Item 30. Location of Accounts and Records
Person maintaining physical possession of accounts, books
and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the Rules
thereunder include Registrant's Secretary; Registrant's
investment adviser and/or administrator, Colonial
Management Associates, Inc.; Registrant's principal
underwriter, Liberty Funds Distributor, Inc.;
Registrant's transfer and dividend disbursing agent,
Liberty Funds Services, Inc.; and the Registrant's
custodians The Chase Manhattan Bank (Chase) and State
Street Bank (State Street). The address for each person
except the Registrant's custodian is One Financial
Center, Boston, MA 02111. The address for Chase is 270
Park Avenue, New York, NY 10017-2070. The address for
State Street is 225 Franklin Street, Boston, MA 02110.
Item 31. Management Services
See Item 5, Part A and Item 16, Part B
Item 32. Undertakings
(a) Not Applicable
(b) The Registrant hereby undertakes to promptly call a
meeting of shareholders for the purpose of voting upon
the question of removal of any trustee when requested
in writing to do so by the record holders of not less
than 10 per cent of the Registrant's outstanding shares
and to assist its shareholders in the communicating
with other shareholders in accordance with the
requirements of Section 16(c) of the Investment Company
Act of 1940.
(c) The Registrant hereby undertakes to furnish free of
charge to each person to whom a prospectus is
delivered, a copy of the applicable series' annual
report to shareholders containing the information
required by Item 5A of Form N-1A.
<PAGE>
NOTICE
A copy of the Agreement and Declaration of Trust, as amended, of Colonial Trust
III is on file with the Secretary of The Commonwealth of Massachusetts and
notice is hereby given that the instrument has been executed on behalf of the
Trust by an officer of the Trust as an officer and by the Trust's Trustees as
trustees and not individually and the obligations of or arising out of the
instrument are not binding upon any of the Trustees, officers or shareholders
individually but are binding only upon the assets and property of the Trust.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of the Registration Statement pursuant to Rule
485(b) and has duly caused this Post-Effective Amendment No. 103 to its
Registration Statement under the Securities Act of 1933 and the Post-Effective
Amendment No. 44 under the Investment Company Act of 1940, to be signed in this
City of Boston, and The Commonwealth of Massachusetts on this 15th day of
October, 1998.
COLONIAL TRUST III
By: STEPHEN E. GIBSON
--------------------
Stephen E. Gibson
President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to its Registration Statement has been signed below by the following
persons in their capacities as officers and Trustees of Colonial Trust III, and
on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURES TITLE DATE
STEPHEN E. GIBSON President (chief October 15, 1998
- -------------------- executive officer)
Stephen E. Gibson
J. KEVIN CONNAUGHTON Controller and Chief October 15, 1998
- --------------------- Accounting Officer
J. Kevin Connaughton
TIMOTHY J. JACOBY Treasurer and Chief October 15, 1998
- -------------------- Financial Officer
Timothy J. Jacoby
</TABLE>
<PAGE>
ROBERT J. BIRNBAUM*
- --------------------- Trustee
Robert J. Birnbaum
TOM BLEASDALE*
- --------------------- Trustee
Tom Bleasdale
LORA S. COLLINS*
- --------------------- Trustee
Lora S. Collins
JAMES E. GRINNELL*
- --------------------- Trustee
James E. Grinnell
RICHARD W. LOWRY*
- --------------------- Trustee
Richard W. Lowry
WILLIAM E. MAYER*
- --------------------- Trustee
William E. Mayer
JAMES L. MOODY, JR. *
- --------------------- Trustee *WILLIAM J. BALLOU
James L. Moody, Jr. ------------------
William J. Ballou
Attorney-in-fact
October 15, 1998
JOHN J. NEUHAUSER*
- --------------------- Trustee
John J. Neuhauser
ROBERT L. SULLIVAN*
- --------------------- Trustee
Robert L. Sullivan
<PAGE>
EXHIBIT INDEX
Exhibit
9(c) Agreement and Plan of Reorganization (TCHSF)
9(d) Agreement and Plan of Reorganization (CHSCF)
9(e) Agreement and Plan of Reorganization (CHEF)
9(f) Agreement and Plan of Reorganization (CHMIEF)
9(g) Agreement and Plan of Reorganization (CHOTFF)
9(h) Agreement and Plan of Reorganization (CHCIF)
9(i) Agreement and Plan of Reorganization (CHREIF)
11 Consent of Independent Auditors
16(a) Calculation of Yields
<PAGE>
As of October 31, 1997:
17(a) Financial Data Schedule (Class A)(CHSCF)
17(b) Financial Data Schedule (Class I)(CHSCF)
17(c) Financial Data Schedule (Class A)(CHOTFF)
17(d) Financial Data Schedule (Class A)(CHMIEF)
17(e) Financial Data Schedule (Class I)(CHMIEF)
17(f) Financial Data Schedule (Class A)(CHEF)
17(g) Financial Data Schedule (Class I)(CHEF)
17(h) Financial Data Schedule (Class A)(CHCIF)
17(I) Financial Data Schedule (Class A)(CHREIF)
17(j) Financial Data Schedule (Class A)(TCHSF)
As of April 30, 1998:
17(k) Financial Data Schedule (Class A)(CHSCF)
17(l) Financial Data Schedule (Class I)(CHSCF)
17(m) Financial Data Schedule (Class A)(CHOTFF)
17(n) Financial Data Schedule (Class A)(CHMIEF)
17(o) Financial Data Schedule (Class I)(CHMIEF)
17(p) Financial Data Schedule (Class A)(CHEF)
17(q) Financial Data Schedule (Class I)(CHEF)
17(r) Financial Data Schedule (Class A)(CHCIF)
17(s) Financial Data Schedule (Class A)(CHREIF)
17(t) Financial Data Schedule (Class A)(TCHSF)
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION made this 31st day of August, 1998 by
and between The Crabbe Huson Special Fund, Inc., Oregon Corporation (the "Crabbe
Huson Fund"), and Colonial Trust III (the "Colonial Trust"), a Massachusetts
business trust, on behalf of Crabbe Huson Special Fund, a series of the Colonial
Trust (the "New Crabbe Huson fund").
WHEREAS, the parties hereto intend to provide for the reorganization of the
Crabbe Huson Fund through the acquisition by the New Crabbe Huson Fund of all of
the assets, subject to all of the liabilities, of the Crabbe Huson Fund in
exchange for shares of beneficial interest, without par value, of the New Crabbe
Huson Fund (the "New Crabbe Huson Fund Shares"), the distribution to
shareholders of the Crabbe Huson Fund of such New Crabbe Huson Fund Shares, and
the liquidation of the Crabbe Huson Fund, all pursuant to the provisions of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
1. Plan of Reorganization and Liquidation. (a) Crabbe Huson Fund shall assign,
sell, convey, transfer and deliver to the New Crabbe Huson Fund at the
closing provided for in Section 2 (hereinafter called the "Closing") all of
the then existing assets of the Crabbe Huson Fund of every kind and nature.
In consideration therefor, the Colonial Trust, on behalf of the New Crabbe
Huson Fund, shall at the Closing (i) assume all of the Crabbe Huson Fund's
liabilities then existing, whether absolute, accrued, contingent or
otherwise, and (ii) deliver to the Crabbe Huson Fund a number of full and
fractional Class A New Crabbe Huson Fund Shares (as defined in Paragraph
3(i) below) equal to the number of full and fractional Primary Class shares
of the Crabbe Huson Fund ("Retail Crabbe Huson Fund Shares") then
outstanding which are held by holders of Retail Crabbe Huson Fund Shares
("Retail Crabbe Huson Fund Shareholders"). The respective numbers of Retail
Crabbe Huson Fund Shares issued and outstanding and the numbers of Class A
New Crabbe Huson Fund Shares to be issued to the Crabbe Huson Fund shall be
determined by the transfer agent of the Crabbe Huson Fund (the "Transfer
Agent"), as of the close of business on the New York Stock Exchange on the
Closing Date (as defined in Section 2 hereof). The determination of the
Transfer Agent shall be conclusive and binding on the Crabbe Huson Fund,
the New Crabbe Huson Fund and their respective shareholders.
(b) Upon consummation of the transactions described in paragraph (a) of
this Section 1, the Crabbe Huson Fund shall distribute, in complete
liquidation of the Crabbe Huson Fund, pro rata to the Retail Crabbe
Huson Fund Shareholders of record as of the Closing Date the Class A
New Crabbe Huson Fund Shares received by the Crabbe Huson Fund. Such
distribution shall be accomplished by the establishment, at the expense
of the New Crabbe Huson Fund of an open account on the records of the
New Crabbe Huson Fund in the name of each Retail Crabbe Huson Fund
Shareholder representing a number of Class A New Crabbe Huson Fund
Shares equal to the number of shares of the Crabbe Huson Fund owned of
record by such shareholder at the Closing Date. Certificates, if any,
for shares of the Crabbe Huson Fund issued prior to the reorganization
and held by Retail Crabbe Huson Fund Shareholders shall represent the
same number of outstanding Class A New Crabbe Huson Fund Shares
following the reorganization. In the interest of economy and
convenience, certificates representing the Crabbe Huson Fund Shares
will not be physically issued.
(c) As promptly as practicable after the Closing Date, the Crabbe Huson
Fund shall be terminated pursuant to the provisions of the laws of the
State of Delaware, and, after the Closing Date, the Crabbe Huson Fund
shall not conduct any business except in connection with its
liquidation.
2. Closing and Closing Date. The Closing shall occur at the offices of the
Colonial Trust, One Financial Center, 12th floor, Boston, Massachusetts
02111 at 9:00 a.m. Boston time on October 19, 1998 or such other date
agreed to between the parties and after the required approval by the
shareholders of the Crabbe Huson Fund specified in Section 3(c) hereof
and the fulfillment (to the extent not waived) of the other conditions
precedent set forth in Section 3, or at such later time and date as the
parties may mutually agree (the "Closing Date"). All acts taking place
at the Closing shall be deemed to take place simultaneously as of the
close of business on the Closing Date unless otherwise provided.
3. Conditions Precedent. The obligation of the Crabbe Huson Fund and the
Colonial Trust to effect the transactions contemplated hereunder shall
be subject to the satisfaction of each of the following conditions:
(a) the Crabbe Huson Fund and the Colonial Trust shall have received an
opinion of Ropes & Gray substantially to the effect that for federal
income tax purposes: (i) no gain or loss will be recognized by the
Crabbe Huson Fund upon (a) the exchange of any of its assets solely for
New Crabbe Huson Fund Shares and the assumption by the New Crabbe Huson
Fund of any of the liabilities of the Crabbe Huson Fund or (b) upon the
distribution to the Retail Crabbe Huson Fund Shareholders of the Class
A New Crabbe Huson Fund Shares; (ii) the tax basis of all of the assets
of the Crabbe Huson Fund received by the New Crabbe Huson Fund will be,
in each instance, the same as the tax basis of such assets in the hands
of the Crabbe Huson Fund immediately prior to the transfer; (iii) the
New Crabbe Huson Fund's holding period in all of the assets acquired
from the Crabbe Huson Fund will include, in each instance, the periods
during which such assets were held by the Crabbe Huson Fund; (iv) no
gain or loss will be recognized by the New Crabbe Huson Fund upon the
receipt of any of the assets of the Crabbe Huson Fund solely in
exchange for New Crabbe Huson Fund Shares and the assumption by the New
Crabbe Huson Fund of any of the liabilities of the Crabbe Huson Fund;
(v) no gain or loss will be recognized by the shareholders of the
Crabbe Huson Fund upon the receipt of the New Crabbe Huson Fund Shares
solely in exchange for their shares in the Crabbe Huson Fund as part of
the transaction; (vi) the basis of the New Crabbe Huson Fund Shares
received by the shareholders of the Crabbe Huson Fund will be, in each
instance, the same as the basis of the shares of the Crabbe Huson Fund
exchanged therefor; and (vii) the holding period of the New Crabbe
Huson Fund Shares received by the shareholders of the Crabbe Huson Fund
will include, in each instance, the holding period of the shares of the
Crabbe Huson Fund exchanged therefor, provided that at the time of the
exchange the shares of the Crabbe Huson Fund were held as capital
assets; and as to such other matters as the Crabbe Huson Fund and the
Colonial Trust may reasonably request;
(b) This Agreement and Plan of Reorganization and the reorganization
contemplated hereby shall have been approved by the Board of Directors
of the Crabbe Huson Fund and by the Board of Trustees of the Colonial
Trust, and shall have been recommended for approval to the shareholders
of the Crabbe Huson Fund by the Board of Directors of the Crabbe Huson
Fund;
(c) This Agreement and Plan of Reorganization and the reorganization
contemplated hereby shall have been adopted and approved by the
affirmative vote of two-thirds of the outstanding shares of the Crabbe
Huson Fund;
(d) The Colonial Trust on behalf of the New Crabbe Huson Fund shall
have entered into an Investment Management Agreement with LFC
Acquisition Corp., and such Agreement shall have been approved by the
Board of Trustees of the Colonial Trust and, to the extent required by
law, by the Board of Trustees of the Colonial Trust who are not
"interested persons" of the Colonial Trust as defined in the 1940 Act
(the "Independent Trustees"), as well as by the shareholders of the New
Crabbe Huson Fund (it being understood that the Crabbe Huson Fund, as
sole shareholder of the New Crabbe Huson Fund prior to the consummation
of the reorganization, hereby agrees and is authorized to vote for such
approval);
(e) The Colonial Trust, on behalf of the New Crabbe Huson Fund, shall
have entered into a Distributor's Contract, including distribution
plans (the "Rule 12b-1 Plans") adopted for Class A, B and C shares of
the New Crabbe Huson Fund pursuant to Rule 12b-1 of the rules and
regulations under the 1940 Act, with Liberty Funds Distributor, Inc.,
and such Contract (including the Plans) shall have been approved by the
Board of Trustees of the Colonial Trust and, to the extent required by
law, by the Independent Trustees of the Colonial Trust;
(f) The Colonial Trust, on behalf of the New Crabbe Huson Fund, shall
have entered into a Transfer Agency Agreement with Colonial Investors
Service Center, Inc., and such Agreement shall have been approved by
the Board of Trustees of the Colonial Trust and, to the extent required
by law, by the Independent Trustees of the Colonial Trust;
(g) The Class A New Crabbe Huson Fund Shares shall have been designated
by the Board of Trustees of the Colonial Trust as a separate class of
shares of beneficial interest in the New Crabbe Huson Fund which shall
be subject to an asset-based service charge under the Rule 12b-1 Plan
for such Class A shares of up to 0.25% per annum and shall not be
subject to any deferred sales charge on redemption, and additional
Class A shares may be purchased by Retail Crabbe Huson Fund
Shareholders without a sales charge; and
(h) The transactions contemplated by the Asset Acquisition Agreement dated June
10, 1998 among The Crabbe Huson Group, Inc., James E. Crabbe, Richard F.
Huson, Liberty Financial Companies, Inc. and LFC Acquisition Corp. shall
have been consummated.
At any time prior to the Closing, any of the foregoing conditions other than
that set forth in (h) above may be waived jointly by the Board of Directors of
the Crabbe Huson Fund and the Board of Trustees of the Colonial Trust if, in
their judgment, such waiver will not have a material adverse effect on the
interests of the shareholders of the Crabbe Huson Fund and the New Crabbe Huson
Fund. If the transactions contemplated by this Agreement and Plan of
Reorganization have not been substantially completed by December 31, 1998, this
Agreement and Plan of Reorganization shall automatically terminate on that date
unless a later date is agreed to by both the Crabbe Huson Fund and the Colonial
Trust acting by their respective Boards.
4. Amendment. This Agreement may be amended at any time by the joint
action of the Board of Directors of the Crabbe Huson Fund and the Board
of Trustees of the Colonial Trust, notwithstanding approval thereof by
the shareholders of the Crabbe Huson Fund, provided that no amendment
shall have a material adverse effect on the interests of the
shareholders of the Crabbe Huson Fund or the New Crabbe Huson Fund.
5. Termination. The Board of Directors of the Crabbe Huson Fund and the
Board of Trustees of the Colonial Trust may jointly terminate this
Agreement and abandon the reorganization contemplated hereby,
notwithstanding approval thereof by the shareholders of the Crabbe
Huson Fund, at any time prior to the Closing, if circumstances should
develop that, in their judgment, make proceeding with the Agreement
inadvisable.
6. No Broker's or Finder's Fee. The Crabbe Huson Fund and the Colonial
Trust each represent that there is no person who has dealt with it who
by reason of such dealings is entitled to any broker's, finder's or
other similar fee or commission from the Crabbe Huson Fund or the
Colonial Trust arising out of the transactions contemplated by this
Agreement and Plan of Reorganization.
7. No Survival of Covenants and Agreements. The covenants and agreements
of the parties contained herein shall not survive the Closing Date,
except for the provisions of Section 1(c).
8. Reliance. All covenants and agreements made under this Agreement and
Plan of Reorganization shall be deemed to have been material and relied
upon by each of the parties notwithstanding any investigation made by
such party or on its behalf.
9. Notices. All notices required or permitted under this Agreement and
Plan of Reorganization shall be given in writing (i) to the Crabbe
Huson Fund at 1215 S.W. Morrison, Suite 1400, Portland, Oregon 97204,
and (ii) to the Colonial Trust at One Financial Center, Boston,
Massachusetts 02111, or at such other place as shall be specified in a
written notice given by either party to the other party to this
Agreement and Plan of Reorganization, and shall be validly given if
mailed by first class mail, postage prepaid.
10. Expenses. The Crabbe Huson Fund and the New Crabbe Huson Fund shall
each bear their own expenses relating to the reorganization
contemplated hereby to the extent such expenses are not paid by others,
provided, however, that if the reorganization is consummated such
expenses of the Crabbe Huson Fund, to the extent not paid by others,
shall be assumed and borne by the New Crabbe Huson Fund.
11. Miscellaneous Provisions. This Agreement and Plan of Reorganization shall
bind and inure to the benefit of the parties and their respective
successors and assigns. It shall be governed by and carried out in
accordance with the laws of The Commonwealth of Massachusetts. It is
executed in several counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one agreement. A
copy of the document establishing the Colonial Trust is filed with the
Secretary of The Commonwealth of Massachusetts. This Agreement is executed
by officers not as individuals and is not binding upon any of the Trustees,
officers or shareholders of the Colonial Trust individually, but only upon
the assets of the New Crabbe Huson Fund.
<PAGE>
IN WITNESS WHEREOF, the parties have hereunto caused this Agreement and Plan of
Reorganization to be executed and delivered by their duly authorized officers as
of the day and year first written above.
THE CRABBE HUSON SPECIAL FUND, INC.
By: _______________________________________________________
Name:
Title:
COLONIAL TRUST III
(on behalf of Crabbe Huson Special Fund)
By: _______________________________________________________
Name:
Title:
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION made this 31st day of August, 1998 by
and between Crabbe Huson Funds (the "Crabbe Huson Trust"), a Delaware business
trust, on behalf of Crabbe Huson Small Cap Fund, a series of the Crabbe Huson
Trust (the "Crabbe Huson Fund"), and Colonial Trust III (the "Colonial Trust"),
a Massachusetts business trust, on behalf of Crabbe Huson Small Cap Fund, a
series of the Colonial Trust (the "New Crabbe Huson fund").
WHEREAS, the parties hereto intend to provide for the reorganization of the
Crabbe Huson Fund through the acquisition by the New Crabbe Huson Fund of all of
the assets, subject to all of the liabilities, of the Crabbe Huson Fund in
exchange for shares of beneficial interest, without par value, of the New Crabbe
Huson Fund (the "New Crabbe Huson Fund Shares"), the distribution to
shareholders of the Crabbe Huson Fund of such New Crabbe Huson Fund Shares, and
the liquidation of the Crabbe Huson Fund, all pursuant to the provisions of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
1. Plan of Reorganization and Liquidation. (a) The Crabbe Huson Trust, on
behalf of the Crabbe Huson Fund, shall assign, sell, convey, transfer and
deliver to the New Crabbe Huson Fund at the closing provided for in Section
2 (hereinafter called the "Closing") all of the then existing assets of the
Crabbe Huson Fund of every kind and nature. In consideration therefor, the
Colonial Trust, on behalf of the New Crabbe Huson Fund, shall at the
Closing (i) assume all of the Crabbe Huson Fund's liabilities then
existing, whether absolute, accrued, contingent or otherwise, and (ii)
deliver to the Crabbe Huson Fund (A) a number of full and fractional Class
A New Crabbe Huson Fund Shares (as defined in Paragraph 3(i) below) equal
to the number of full and fractional Primary Class shares of the Crabbe
Huson Fund ("Retail Crabbe Huson Fund Shares") then outstanding which are
held by holders of Retail Crabbe Huson Fund Shares ("Retail Crabbe Huson
Fund Shareholders"), and (B) a number of full and fractional Class I New
Crabbe Huson Fund Shares (as defined in paragraph 3(i) below) equal to the
number of full and fractional Institutional Class shares of the Crabbe
Huson Fund ("Institutional Crabbe Huson Fund Shares") then outstanding
which are held by holders of Institutional Crabbe Huson Fund Shares
("Institutional Crabbe Huson Fund Shareholders") other than the Retail
Crabbe Huson Fund Shareholders. The respective numbers of Retail Crabbe
Huson Fund Shares and Institutional Crabbe Huson Fund Shares issued and
outstanding and the respective numbers of Class A and Class I New Crabbe
Huson Fund Shares to be issued to the Crabbe Huson Fund shall be determined
by the transfer agent of the Crabbe Huson Fund (the "Transfer Agent"), as
of the close of business on the New York Stock Exchange on the Closing Date
(as defined in Section 2 hereof). The determination of the Transfer Agent
shall be conclusive and binding on the Crabbe Huson Fund, the New Crabbe
Huson Fund and their respective shareholders.
(b) Upon consummation of the transactions described in paragraph (a) of
this Section 1, the Crabbe Huson Trust, on behalf of the Crabbe Huson
Fund, shall distribute, in complete liquidation of the Crabbe Huson
Fund, (A) pro rata to the Retail Crabbe Huson Fund Shareholders of
record as of the Closing Date the Class A New Crabbe Huson Fund Shares
received by the Crabbe Huson Fund, and (B) pro rata to the
Institutional Crabbe Huson Fund Shareholders of record as of the
Closing Date the Class I New Crabbe Huson Fund Shares received by the
Crabbe Huson Fund. Such distribution shall be accomplished by the
establishment, at the expense of the New Crabbe Huson Fund, (A) of an
open account on the records of the New Crabbe Huson Fund in the name of
each Retail Crabbe Huson Fund Shareholder representing a number of
Class A New Crabbe Huson Fund Shares equal to the number of shares of
the Crabbe Huson Fund owned of record by such shareholder at the
Closing Date, and (B) of an open account on the records of the Crabbe
Huson Fund in the name of each Institutional Crabbe Huson Fund
Shareholder representing a number of Class I Fund Shares equal to the
number of shares of the Crabbe Huson Fund owned of record by such
shareholder at the Closing Date. Certificates, if any, for shares of
the Crabbe Huson Fund issued prior to the reorganization and held by
Retail Crabbe Huson Fund Shareholders and Institutional Crabbe Huson
Fund Shareholders shall represent the same number of outstanding Class
A or Class I New Crabbe Huson Fund Shares, respectively, following the
reorganization. In the interest of economy and convenience,
certificates representing the Crabbe Huson Fund Shares will not be
physically issued.
(c) As promptly as practicable after the Closing Date, the Crabbe Huson
Fund shall be terminated pursuant to the provisions of the laws of the
State of Delaware, and, after the Closing Date, the Crabbe Huson Fund
shall not conduct any business except in connection with its
liquidation.
2. Closing and Closing Date. The Closing shall occur at the offices of the
Colonial Trust, One Financial Center, 12th floor, Boston, Massachusetts
02111 at 9:00 a.m. Boston time on October 19, 1998 or such other date
agreed to between the parties and after the required approval by the
shareholders of the Crabbe Huson Fund specified in Section 3(c) hereof
and the fulfillment (to the extent not waived) of the other conditions
precedent set forth in Section 3, or at such later time and date as the
parties may mutually agree (the "Closing Date"). All acts taking place
at the Closing shall be deemed to take place simultaneously as of the
close of business on the Closing Date unless otherwise provided.
3. Conditions Precedent. The obligation of the Crabbe Huson Trust and the
Colonial Trust to effect the transactions contemplated hereunder shall
be subject to the satisfaction of each of the following conditions:
(a) the Crabbe Huson Trust and the Colonial Trust shall have received
an opinion of Ropes & Gray substantially to the effect that for federal
income tax purposes: (i) no gain or loss will be recognized by the
Crabbe Huson Fund upon (a) the exchange of any of its assets solely for
New Crabbe Huson Fund Shares and the assumption by the New Crabbe Huson
Fund of any of the liabilities of the Crabbe Huson Fund or (b) upon the
distribution to the Retail Crabbe Huson Fund Shareholders or the
Institutional Crabbe Huson Fund Shareholders of the Class A and Class I
New Crabbe Huson Fund Shares, respectively; (ii) the tax basis of all
of the assets of the Crabbe Huson Fund received by the New Crabbe Huson
Fund will be, in each instance, the same as the tax basis of such
assets in the hands of the Crabbe Huson Fund immediately prior to the
transfer; (iii) the New Crabbe Huson Fund's holding period in all of
the assets acquired from the Crabbe Huson Fund will include, in each
instance, the periods during which such assets were held by the Crabbe
Huson Fund; (iv) no gain or loss will be recognized by the New Crabbe
Huson Fund upon the receipt of any of the assets of the Crabbe Huson
Fund solely in exchange for New Crabbe Huson Fund Shares and the
assumption by the New Crabbe Huson Fund of any of the liabilities of
the Crabbe Huson Fund; (v) no gain or loss will be recognized by the
shareholders of the Crabbe Huson Fund upon the receipt of the New
Crabbe Huson Fund Shares solely in exchange for their shares in the
Crabbe Huson Fund as part of the transaction; (vi) the basis of the New
Crabbe Huson Fund Shares received by the shareholders of the Crabbe
Huson Fund will be, in each instance, the same as the basis of the
shares of the Crabbe Huson Fund exchanged therefor; and (vii) the
holding period of the New Crabbe Huson Fund Shares received by the
shareholders of the Crabbe Huson Fund will include, in each instance,
the holding period of the shares of the Crabbe Huson Fund exchanged
therefor, provided that at the time of the exchange the shares of the
Crabbe Huson Fund were held as capital assets; and as to such other
matters as the Crabbe Huson Trust and the Colonial Trust may reasonably
request;
(b) This Agreement and Plan of Reorganization and the reorganization
contemplated hereby shall have been approved by the Board of Trustees
of the Crabbe Huson Trust and by the Board of Trustees of the Colonial
Trust, and shall have been recommended for approval to the shareholders
of the Crabbe Huson Fund by the Board of Trustees of the Crabbe Huson
Trust;
(c) This Agreement and Plan of Reorganization and the reorganization
contemplated hereby shall have been adopted and approved by the
affirmative vote of the holders of a majority of the outstanding shares
of the Crabbe Huson Fund, as defined in the Investment Company Act of
1940 (the "1940 Act");
(d) The Colonial Trust on behalf of the New Crabbe Huson Fund shall
have entered into an Investment Management Agreement with LFC
Acquisition Corp., and such Agreement shall have been approved by the
Board of Trustees of the Colonial Trust and, to the extent required by
law, by the Board of Trustees of the Colonial Trust who are not
"interested persons" of the Colonial Trust as defined in the 1940 Act
(the "Independent Trustees"), as well as by the shareholders of the New
Crabbe Huson Fund (it being understood that the Crabbe Huson Fund, as
sole shareholder of the New Crabbe Huson Fund prior to the consummation
of the reorganization, hereby agrees and is authorized to vote for such
approval);
(e) The Colonial Trust, on behalf of the New Crabbe Huson Fund, shall
have entered into a Distributor's Contract, including distribution
plans (the "Rule 12b-1 Plans") adopted for Class A, B and C shares of
the New Crabbe Huson Fund pursuant to Rule 12b-1 of the rules and
regulations under the 1940 Act, with Liberty Funds Distributor, Inc.,
and such Contract (including the Plans) shall have been approved by the
Board of Trustees of the Colonial Trust and, to the extent required by
law, by the Independent Trustees of the Colonial Trust;
(f) The Colonial Trust, on behalf of the New Crabbe Huson Fund, shall
have entered into a Transfer Agency Agreement with Colonial Investors
Service Center, Inc., and such Agreement shall have been approved by
the Board of Trustees of the Colonial Trust and, to the extent required
by law, by the Independent Trustees of the Colonial Trust;
(g) The Class A New Crabbe Huson Fund Shares shall have been designated
by the Board of Trustees of the Colonial Trust as a separate class of
shares of beneficial interest in the New Crabbe Huson Fund which shall
be subject to an asset-based service charge under the Rule 12b-1 Plan
for such Class A shares of up to 0.25% per annum and shall not be
subject to any deferred sales charge on redemption, and additional
Class A shares may be purchased by Retail Crabbe Huson Fund
Shareholders without a sales charge [Income Fund to be closed to new
and existing shareholders]; the Class I New Crabbe Huson Fund Shares
shall have been designated by the Board of Trustees of the Colonial
Trust as a separate class of shares of beneficial interest in the New
Crabbe Huson Fund which shall not be subject to any asset-based service
charge or distribution fee under Rule 12b-1 of the rules and
regulations under the 1940 Act and shall not be subject to any deferred
sales charge on redemption, and additional Class I shares may be
purchased by the Institutional Crabbe Huson Fund Shareholders without a
sales charge; and
(h) The transactions contemplated by the Asset Acquisition Agreement dated June
10, 1998 among The Crabbe Huson Group, Inc., James E. Crabbe, Richard F.
Huson, Liberty Financial Companies, Inc. and LFC Acquisition Corp. shall
have been consummated.
At any time prior to the Closing, any of the foregoing conditions other than
that set forth in (h) above may be waived jointly by the Board of Trustees of
the Crabbe Huson Trust and the Board of Trustees of the Colonial Trust if, in
their judgment, such waiver will not have a material adverse effect on the
interests of the shareholders of the Crabbe Huson Fund and the New Crabbe Huson
Fund. If the transactions contemplated by this Agreement and Plan of
Reorganization have not been substantially completed by December 31, 1998, this
Agreement and Plan of Reorganization shall automatically terminate on that date
unless a later date is agreed to by both the Crabbe Huson Trust and the Colonial
Trust acting by their respective Boards of Trustees.
4. Amendment. This Agreement may be amended at any time by the joint
action of the Board of Trustees of the Crabbe Huson Trust and the Board
of Trustees of the Colonial Trust, notwithstanding approval thereof by
the shareholders of the Crabbe Huson Fund, provided that no amendment
shall have a material adverse effect on the interests of the
shareholders of the Crabbe Huson Fund or the New Crabbe Huson Fund.
<PAGE>
5. Termination. The Board of Trustees of the Crabbe Huson Trust and the
Board of Trustees of the Colonial Trust may jointly terminate this
Agreement and abandon the reorganization contemplated hereby,
notwithstanding approval thereof by the shareholders of the Crabbe
Huson Fund, at any time prior to the Closing, if circumstances should
develop that, in their judgment, make proceeding with the Agreement
inadvisable.
6. No Broker's or Finder's Fee. The Crabbe Huson Trust and the Colonial
Trust each represent that there is no person who has dealt with it who
by reason of such dealings is entitled to any broker's, finder's or
other similar fee or commission from the Crabbe Huson Trust or the
Colonial Trust arising out of the transactions contemplated by this
Agreement and Plan of Reorganization.
7. No Survival of Covenants and Agreements. The covenants and agreements
of the parties contained herein shall not survive the Closing Date,
except for the provisions of Section 1(c).
8. Reliance. All covenants and agreements made under this Agreement and
Plan of Reorganization shall be deemed to have been material and relied
upon by each of the parties notwithstanding any investigation made by
such party or on its behalf.
9. Notices. All notices required or permitted under this Agreement and
Plan of Reorganization shall be given in writing (i) to the Crabbe
Huson Trust at 1215 S.W. Morrison, Suite 1400, Portland, Oregon 97204,
and (ii) to the Colonial Trust at One Financial Center, Boston,
Massachusetts 02111, or at such other place as shall be specified in a
written notice given by either party to the other party to this
Agreement and Plan of Reorganization, and shall be validly given if
mailed by first class mail, postage prepaid.
10. Expenses. The Crabbe Huson Fund and the New Crabbe Huson Fund shall
each bear their own expenses relating to the reorganization
contemplated hereby to the extent such expenses are not paid by others,
provided, however, that if the reorganization is consummated such
expenses of the Crabbe Huson Fund, to the extent not paid by others,
shall be assumed and borne by the New Crabbe Huson Fund.
11. Miscellaneous Provisions. This Agreement and Plan of Reorganization shall
bind and inure to the benefit of the parties and their respective
successors and assigns. It shall be governed by and carried out in
accordance with the laws of The Commonwealth of Massachusetts. It is
executed in several counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one agreement. A
copy of the document establishing the Colonial Trust is filed with the
Secretary of The Commonwealth of Massachusetts. This Agreement is executed
by officers not as individuals and is not binding upon any of the Trustees,
officers or shareholders of the Colonial Trust individually, but only upon
the assets of the New Crabbe Huson Fund.
<PAGE>
IN WITNESS WHEREOF, the parties have hereunto caused this Agreement and Plan of
Reorganization to be executed and delivered by their duly authorized officers as
of the day and year first written above.
CRABBE HUSON FUNDS
(on behalf of Crabbe Huson Small Cap Fund)
By:
Name:
Title:
COLONIAL TRUST III
(on behalf Crabbe Huson Small Cap Fund)
By:
Name:
Title:
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION made this 31st day of August, 1998 by
and between Crabbe Huson Funds (the "Crabbe Huson Trust"), a Delaware business
trust, on behalf of Crabbe Huson Equity Fund, a series of the Crabbe Huson Trust
(the "Crabbe Huson Fund"), and Colonial Trust III (the "Colonial Trust"), a
Massachusetts business trust, on behalf of Crabbe Huson Equity Fund, a series of
the Colonial Trust (the "New Crabbe Huson fund").
WHEREAS, the parties hereto intend to provide for the reorganization of the
Crabbe Huson Fund through the acquisition by the New Crabbe Huson Fund of all of
the assets, subject to all of the liabilities, of the Crabbe Huson Fund in
exchange for shares of beneficial interest, without par value, of the New Crabbe
Huson Fund (the "New Crabbe Huson Fund Shares"), the distribution to
shareholders of the Crabbe Huson Fund of such New Crabbe Huson Fund Shares, and
the liquidation of the Crabbe Huson Fund, all pursuant to the provisions of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
1. Plan of Reorganization and Liquidation. (a) The Crabbe Huson Trust, on
behalf of the Crabbe Huson Fund, shall assign, sell, convey, transfer and
deliver to the New Crabbe Huson Fund at the closing provided for in Section
2 (hereinafter called the "Closing") all of the then existing assets of the
Crabbe Huson Fund of every kind and nature. In consideration therefor, the
Colonial Trust, on behalf of the New Crabbe Huson Fund, shall at the
Closing (i) assume all of the Crabbe Huson Fund's liabilities then
existing, whether absolute, accrued, contingent or otherwise, and (ii)
deliver to the Crabbe Huson Fund (A) a number of full and fractional Class
A New Crabbe Huson Fund Shares (as defined in Paragraph 3(i) below) equal
to the number of full and fractional Primary Class shares of the Crabbe
Huson Fund ("Retail Crabbe Huson Fund Shares") then outstanding which are
held by holders of Retail Crabbe Huson Fund Shares ("Retail Crabbe Huson
Fund Shareholders"), and (B) a number of full and fractional Class I New
Crabbe Huson Fund Shares (as defined in paragraph 3(i) below) equal to the
number of full and fractional Institutional Class shares of the Crabbe
Huson Fund ("Institutional Crabbe Huson Fund Shares") then outstanding
which are held by holders of Institutional Crabbe Huson Fund Shares
("Institutional Crabbe Huson Fund Shareholders") other than the Retail
Crabbe Huson Fund Shareholders. The respective numbers of Retail Crabbe
Huson Fund Shares and Institutional Crabbe Huson Fund Shares issued and
outstanding and the respective numbers of Class A and Class I New Crabbe
Huson Fund Shares to be issued to the Crabbe Huson Fund shall be determined
by the transfer agent of the Crabbe Huson Fund (the "Transfer Agent"), as
of the close of business on the New York Stock Exchange on the Closing Date
(as defined in Section 2 hereof). The determination of the Transfer Agent
shall be conclusive and binding on the Crabbe Huson Fund, the New Crabbe
Huson Fund and their respective shareholders.
(b) Upon consummation of the transactions described in paragraph (a) of
this Section 1, the Crabbe Huson Trust, on behalf of the Crabbe Huson
Fund, shall distribute, in complete liquidation of the Crabbe Huson
Fund, (A) pro rata to the Retail Crabbe Huson Fund Shareholders of
record as of the Closing Date the Class A New Crabbe Huson Fund Shares
received by the Crabbe Huson Fund, and (B) pro rata to the
Institutional Crabbe Huson Fund Shareholders of record as of the
Closing Date the Class I New Crabbe Huson Fund Shares received by the
Crabbe Huson Fund. Such distribution shall be accomplished by the
establishment, at the expense of the New Crabbe Huson Fund, (A) of an
open account on the records of the New Crabbe Huson Fund in the name of
each Retail Crabbe Huson Fund Shareholder representing a number of
Class A New Crabbe Huson Fund Shares equal to the number of shares of
the Crabbe Huson Fund owned of record by such shareholder at the
Closing Date, and (B) of an open account on the records of the Crabbe
Huson Fund in the name of each Institutional Crabbe Huson Fund
Shareholder representing a number of Class I Fund Shares equal to the
number of shares of the Crabbe Huson Fund owned of record by such
shareholder at the Closing Date. Certificates, if any, for shares of
the Crabbe Huson Fund issued prior to the reorganization and held by
Retail Crabbe Huson Fund Shareholders and Institutional Crabbe Huson
Fund Shareholders shall represent the same number of outstanding Class
A or Class I New Crabbe Huson Fund Shares, respectively, following the
reorganization. In the interest of economy and convenience,
certificates representing the Crabbe Huson Fund Shares will not be
physically issued.
(c) As promptly as practicable after the Closing Date, the Crabbe Huson
Fund shall be terminated pursuant to the provisions of the laws of the
State of Delaware, and, after the Closing Date, the Crabbe Huson Fund
shall not conduct any business except in connection with its
liquidation.
2. Closing and Closing Date. The Closing shall occur at the offices of the
Colonial Trust, One Financial Center, 12th floor, Boston, Massachusetts
02111 at 9:00 a.m. Boston time on October 19, 1998 or such other date
agreed to between the parties and after the required approval by the
shareholders of the Crabbe Huson Fund specified in Section 3(c) hereof
and the fulfillment (to the extent not waived) of the other conditions
precedent set forth in Section 3, or at such later time and date as the
parties may mutually agree (the "Closing Date"). All acts taking place
at the Closing shall be deemed to take place simultaneously as of the
close of business on the Closing Date unless otherwise provided.
3. Conditions Precedent. The obligation of the Crabbe Huson Trust and the
Colonial Trust to effect the transactions contemplated hereunder shall
be subject to the satisfaction of each of the following conditions:
(a) the Crabbe Huson Trust and the Colonial Trust shall have received
an opinion of Ropes & Gray substantially to the effect that for federal
income tax purposes: (i) no gain or loss will be recognized by the
Crabbe Huson Fund upon (a) the exchange of any of its assets solely for
New Crabbe Huson Fund Shares and the assumption by the New Crabbe Huson
Fund of any of the liabilities of the Crabbe Huson Fund or (b) upon the
distribution to the Retail Crabbe Huson Fund Shareholders or the
Institutional Crabbe Huson Fund Shareholders of the Class A and Class I
New Crabbe Huson Fund Shares, respectively; (ii) the tax basis of all
of the assets of the Crabbe Huson Fund received by the New Crabbe Huson
Fund will be, in each instance, the same as the tax basis of such
assets in the hands of the Crabbe Huson Fund immediately prior to the
transfer; (iii) the New Crabbe Huson Fund's holding period in all of
the assets acquired from the Crabbe Huson Fund will include, in each
instance, the periods during which such assets were held by the Crabbe
Huson Fund; (iv) no gain or loss will be recognized by the New Crabbe
Huson Fund upon the receipt of any of the assets of the Crabbe Huson
Fund solely in exchange for New Crabbe Huson Fund Shares and the
assumption by the New Crabbe Huson Fund of any of the liabilities of
the Crabbe Huson Fund; (v) no gain or loss will be recognized by the
shareholders of the Crabbe Huson Fund upon the receipt of the New
Crabbe Huson Fund Shares solely in exchange for their shares in the
Crabbe Huson Fund as part of the transaction; (vi) the basis of the New
Crabbe Huson Fund Shares received by the shareholders of the Crabbe
Huson Fund will be, in each instance, the same as the basis of the
shares of the Crabbe Huson Fund exchanged therefor; and (vii) the
holding period of the New Crabbe Huson Fund Shares received by the
shareholders of the Crabbe Huson Fund will include, in each instance,
the holding period of the shares of the Crabbe Huson Fund exchanged
therefor, provided that at the time of the exchange the shares of the
Crabbe Huson Fund were held as capital assets; and as to such other
matters as the Crabbe Huson Trust and the Colonial Trust may reasonably
request;
(b) This Agreement and Plan of Reorganization and the reorganization
contemplated hereby shall have been approved by the Board of Trustees
of the Crabbe Huson Trust and by the Board of Trustees of the Colonial
Trust, and shall have been recommended for approval to the shareholders
of the Crabbe Huson Fund by the Board of Trustees of the Crabbe Huson
Trust;
(c) This Agreement and Plan of Reorganization and the reorganization
contemplated hereby shall have been adopted and approved by the
affirmative vote of the holders of a majority of the outstanding shares
of the Crabbe Huson Fund, as defined in the Investment Company Act of
1940 (the "1940 Act");
(d) The Colonial Trust on behalf of the New Crabbe Huson Fund shall
have entered into an Investment Management Agreement with LFC
Acquisition Corp., and such Agreement shall have been approved by the
Board of Trustees of the Colonial Trust and, to the extent required by
law, by the Board of Trustees of the Colonial Trust who are not
"interested persons" of the Colonial Trust as defined in the 1940 Act
(the "Independent Trustees"), as well as by the shareholders of the New
Crabbe Huson Fund (it being understood that the Crabbe Huson Fund, as
sole shareholder of the New Crabbe Huson Fund prior to the consummation
of the reorganization, hereby agrees and is authorized to vote for such
approval);
(e) The Colonial Trust, on behalf of the New Crabbe Huson Fund, shall
have entered into a Distributor's Contract, including distribution
plans (the "Rule 12b-1 Plans") adopted for Class A, B and C shares of
the New Crabbe Huson Fund pursuant to Rule 12b-1 of the rules and
regulations under the 1940 Act, with Liberty Funds Distributor, Inc.,
and such Contract (including the Plans) shall have been approved by the
Board of Trustees of the Colonial Trust and, to the extent required by
law, by the Independent Trustees of the Colonial Trust;
(f) The Colonial Trust, on behalf of the New Crabbe Huson Fund, shall
have entered into a Transfer Agency Agreement with Colonial Investors
Service Center, Inc., and such Agreement shall have been approved by
the Board of Trustees of the Colonial Trust and, to the extent required
by law, by the Independent Trustees of the Colonial Trust;
(g) The Class A New Crabbe Huson Fund Shares shall have been designated
by the Board of Trustees of the Colonial Trust as a separate class of
shares of beneficial interest in the New Crabbe Huson Fund which shall
be subject to an asset-based service charge under the Rule 12b-1 Plan
for such Class A shares of up to 0.25% per annum and shall not be
subject to any deferred sales charge on redemption, and additional
Class A shares may be purchased by Retail Crabbe Huson Fund
Shareholders without a sales charge; the Class I New Crabbe Huson Fund
Shares shall have been designated by the Board of Trustees of the
Colonial Trust as a separate class of shares of beneficial interest in
the New Crabbe Huson Fund which shall not be subject to any asset-based
service charge or distribution fee under Rule 12b-1 of the rules and
regulations under the 1940 Act and shall not be subject to any deferred
sales charge on redemption, and additional Class I shares may be
purchased by the Institutional Crabbe Huson Fund Shareholders without a
sales charge; and
(h) The transactions contemplated by the Asset Acquisition Agreement dated June
10, 1998 among The Crabbe Huson Group, Inc., James E. Crabbe, Richard F.
Huson, Liberty Financial Companies, Inc. and LFC Acquisition Corp. shall
have been consummated.
At any time prior to the Closing, any of the foregoing conditions other than
that set forth in (h) above may be waived jointly by the Board of Trustees of
the Crabbe Huson Trust and the Board of Trustees of the Colonial Trust if, in
their judgment, such waiver will not have a material adverse effect on the
interests of the shareholders of the Crabbe Huson Fund and the New Crabbe Huson
Fund. If the transactions contemplated by this Agreement and Plan of
Reorganization have not been substantially completed by December 31, 1998, this
Agreement and Plan of Reorganization shall automatically terminate on that date
unless a later date is agreed to by both the Crabbe Huson Trust and the Colonial
Trust acting by their respective Boards of Trustees.
4. Amendment. This Agreement may be amended at any time by the joint
action of the Board of Trustees of the Crabbe Huson Trust and the Board
of Trustees of the Colonial Trust, notwithstanding approval thereof by
the shareholders of the Crabbe Huson Fund, provided that no amendment
shall have a material adverse effect on the interests of the
shareholders of the Crabbe Huson Fund or the New Crabbe Huson Fund.
<PAGE>
5. Termination. The Board of Trustees of the Crabbe Huson Trust and the
Board of Trustees of the Colonial Trust may jointly terminate this
Agreement and abandon the reorganization contemplated hereby,
notwithstanding approval thereof by the shareholders of the Crabbe
Huson Fund, at any time prior to the Closing, if circumstances should
develop that, in their judgment, make proceeding with the Agreement
inadvisable.
6. No Broker's or Finder's Fee. The Crabbe Huson Trust and the Colonial
Trust each represent that there is no person who has dealt with it who
by reason of such dealings is entitled to any broker's, finder's or
other similar fee or commission from the Crabbe Huson Trust or the
Colonial Trust arising out of the transactions contemplated by this
Agreement and Plan of Reorganization.
7. No Survival of Covenants and Agreements. The covenants and agreements
of the parties contained herein shall not survive the Closing Date,
except for the provisions of Section 1(c).
8. Reliance. All covenants and agreements made under this Agreement and
Plan of Reorganization shall be deemed to have been material and relied
upon by each of the parties notwithstanding any investigation made by
such party or on its behalf.
9. Notices. All notices required or permitted under this Agreement and
Plan of Reorganization shall be given in writing (i) to the Crabbe
Huson Trust at 1215 S.W. Morrison, Suite 1400, Portland, Oregon 97204,
and (ii) to the Colonial Trust at One Financial Center, Boston,
Massachusetts 02111, or at such other place as shall be specified in a
written notice given by either party to the other party to this
Agreement and Plan of Reorganization, and shall be validly given if
mailed by first class mail, postage prepaid.
10. Expenses. The Crabbe Huson Fund and the New Crabbe Huson Fund shall
each bear their own expenses relating to the reorganization
contemplated hereby to the extent such expenses are not paid by others,
provided, however, that if the reorganization is consummated such
expenses of the Crabbe Huson Fund, to the extent not paid by others,
shall be assumed and borne by the New Crabbe Huson Fund.
11. Miscellaneous Provisions. This Agreement and Plan of Reorganization shall
bind and inure to the benefit of the parties and their respective
successors and assigns. It shall be governed by and carried out in
accordance with the laws of The Commonwealth of Massachusetts. It is
executed in several counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one agreement. A
copy of the document establishing the Colonial Trust is filed with the
Secretary of The Commonwealth of Massachusetts. This Agreement is executed
by officers not as individuals and is not binding upon any of the Trustees,
officers or shareholders of the Colonial Trust individually, but only upon
the assets of the New Crabbe Huson Fund.
<PAGE>
IN WITNESS WHEREOF, the parties have hereunto caused this Agreement and Plan of
Reorganization to be executed and delivered by their duly authorized officers as
of the day and year first written above.
CRABBE HUSON FUNDS
(on behalf of Crabbe Huson Equity Fund)
By:
Name:
Title:
COLONIAL TRUST III
(on behalf of Crabbe Huson Equity Fund)
By:
Name:
Title:
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION made this 31st day of August, 1998 by
and between Crabbe Huson Funds (the "Crabbe Huson Trust"), a Delaware business
trust, on behalf of Crabbe Huson Asset Allocation Fund, a series of the Crabbe
Huson Trust (the "Crabbe Huson Fund"), and Colonial Trust III (the "Colonial
Trust"), a Massachusetts business trust, on behalf of Crabbe Huson Asset
Allocation Fund, a series of the Colonial Trust (the "New Crabbe Huson fund").
WHEREAS, the parties hereto intend to provide for the reorganization of the
Crabbe Huson Fund through the acquisition by the New Crabbe Huson Fund of all of
the assets, subject to all of the liabilities, of the Crabbe Huson Fund in
exchange for shares of beneficial interest, without par value, of the New Crabbe
Huson Fund (the "New Crabbe Huson Fund Shares"), the distribution to
shareholders of the Crabbe Huson Fund of such New Crabbe Huson Fund Shares, and
the liquidation of the Crabbe Huson Fund, all pursuant to the provisions of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
1. Plan of Reorganization and Liquidation. (a) The Crabbe Huson Trust, on
behalf of the Crabbe Huson Fund, shall assign, sell, convey, transfer and
deliver to the New Crabbe Huson Fund at the closing provided for in Section
2 (hereinafter called the "Closing") all of the then existing assets of the
Crabbe Huson Fund of every kind and nature. In consideration therefor, the
Colonial Trust, on behalf of the New Crabbe Huson Fund, shall at the
Closing (i) assume all of the Crabbe Huson Fund's liabilities then
existing, whether absolute, accrued, contingent or otherwise, and (ii)
deliver to the Crabbe Huson Fund (A) a number of full and fractional Class
A New Crabbe Huson Fund Shares (as defined in Paragraph 3(i) below) equal
to the number of full and fractional Primary Class shares of the Crabbe
Huson Fund ("Retail Crabbe Huson Fund Shares") then outstanding which are
held by holders of Retail Crabbe Huson Fund Shares ("Retail Crabbe Huson
Fund Shareholders"), and (B) a number of full and fractional Class I New
Crabbe Huson Fund Shares (as defined in paragraph 3(i) below) equal to the
number of full and fractional Institutional Class shares of the Crabbe
Huson Fund ("Institutional Crabbe Huson Fund Shares") then outstanding
which are held by holders of Institutional Crabbe Huson Fund Shares
("Institutional Crabbe Huson Fund Shareholders") other than the Retail
Crabbe Huson Fund Shareholders. The respective numbers of Retail Crabbe
Huson Fund Shares and Institutional Crabbe Huson Fund Shares issued and
outstanding and the respective numbers of Class A and Class I New Crabbe
Huson Fund Shares to be issued to the Crabbe Huson Fund shall be determined
by the transfer agent of the Crabbe Huson Fund (the "Transfer Agent"), as
of the close of business on the New York Stock Exchange on the Closing Date
(as defined in Section 2 hereof). The determination of the Transfer Agent
shall be conclusive and binding on the Crabbe Huson Fund, the New Crabbe
Huson Fund and their respective shareholders.
(b) Upon consummation of the transactions described in paragraph (a) of
this Section 1, the Crabbe Huson Trust, on behalf of the Crabbe Huson
Fund, shall distribute, in complete liquidation of the Crabbe Huson
Fund, (A) pro rata to the Retail Crabbe Huson Fund Shareholders of
record as of the Closing Date the Class A New Crabbe Huson Fund Shares
received by the Crabbe Huson Fund, and (B) pro rata to the
Institutional Crabbe Huson Fund Shareholders of record as of the
Closing Date the Class I New Crabbe Huson Fund Shares received by the
Crabbe Huson Fund. Such distribution shall be accomplished by the
establishment, at the expense of the New Crabbe Huson Fund, (A) of an
open account on the records of the New Crabbe Huson Fund in the name of
each Retail Crabbe Huson Fund Shareholder representing a number of
Class A New Crabbe Huson Fund Shares equal to the number of shares of
the Crabbe Huson Fund owned of record by such shareholder at the
Closing Date, and (B) of an open account on the records of the Crabbe
Huson Fund in the name of each Institutional Crabbe Huson Fund
Shareholder representing a number of Class I Fund Shares equal to the
number of shares of the Crabbe Huson Fund owned of record by such
shareholder at the Closing Date. Certificates, if any, for shares of
the Crabbe Huson Fund issued prior to the reorganization and held by
Retail Crabbe Huson Fund Shareholders and Institutional Crabbe Huson
Fund Shareholders shall represent the same number of outstanding Class
A or Class I New Crabbe Huson Fund Shares, respectively, following the
reorganization. In the interest of economy and convenience,
certificates representing the Crabbe Huson Fund Shares will not be
physically issued.
(c) As promptly as practicable after the Closing Date, the Crabbe Huson
Fund shall be terminated pursuant to the provisions of the laws of the
State of Delaware, and, after the Closing Date, the Crabbe Huson Fund
shall not conduct any business except in connection with its
liquidation.
2. Closing and Closing Date. The Closing shall occur at the offices of the
Colonial Trust, One Financial Center, 12th floor, Boston, Massachusetts
02111 at 9:00 a.m. Boston time on October 19, 1998 or such other date
agreed to between the parties and after the required approval by the
shareholders of the Crabbe Huson Fund specified in Section 3(c) hereof
and the fulfillment (to the extent not waived) of the other conditions
precedent set forth in Section 3, or at such later time and date as the
parties may mutually agree (the "Closing Date"). All acts taking place
at the Closing shall be deemed to take place simultaneously as of the
close of business on the Closing Date unless otherwise provided.
3. Conditions Precedent. The obligation of the Crabbe Huson Trust and the
Colonial Trust to effect the transactions contemplated hereunder shall
be subject to the satisfaction of each of the following conditions:
(a) the Crabbe Huson Trust and the Colonial Trust shall have received
an opinion of Ropes & Gray substantially to the effect that for federal
income tax purposes: (i) no gain or loss will be recognized by the
Crabbe Huson Fund upon (a) the exchange of any of its assets solely for
New Crabbe Huson Fund Shares and the assumption by the New Crabbe Huson
Fund of any of the liabilities of the Crabbe Huson Fund or (b) upon the
distribution to the Retail Crabbe Huson Fund Shareholders or the
Institutional Crabbe Huson Fund Shareholders of the Class A and Class I
New Crabbe Huson Fund Shares, respectively; (ii) the tax basis of all
of the assets of the Crabbe Huson Fund received by the New Crabbe Huson
Fund will be, in each instance, the same as the tax basis of such
assets in the hands of the Crabbe Huson Fund immediately prior to the
transfer; (iii) the New Crabbe Huson Fund's holding period in all of
the assets acquired from the Crabbe Huson Fund will include, in each
instance, the periods during which such assets were held by the Crabbe
Huson Fund; (iv) no gain or loss will be recognized by the New Crabbe
Huson Fund upon the receipt of any of the assets of the Crabbe Huson
Fund solely in exchange for New Crabbe Huson Fund Shares and the
assumption by the New Crabbe Huson Fund of any of the liabilities of
the Crabbe Huson Fund; (v) no gain or loss will be recognized by the
shareholders of the Crabbe Huson Fund upon the receipt of the New
Crabbe Huson Fund Shares solely in exchange for their shares in the
Crabbe Huson Fund as part of the transaction; (vi) the basis of the New
Crabbe Huson Fund Shares received by the shareholders of the Crabbe
Huson Fund will be, in each instance, the same as the basis of the
shares of the Crabbe Huson Fund exchanged therefor; and (vii) the
holding period of the New Crabbe Huson Fund Shares received by the
shareholders of the Crabbe Huson Fund will include, in each instance,
the holding period of the shares of the Crabbe Huson Fund exchanged
therefor, provided that at the time of the exchange the shares of the
Crabbe Huson Fund were held as capital assets; and as to such other
matters as the Crabbe Huson Trust and the Colonial Trust may reasonably
request;
(b) This Agreement and Plan of Reorganization and the reorganization
contemplated hereby shall have been approved by the Board of Trustees
of the Crabbe Huson Trust and by the Board of Trustees of the Colonial
Trust, and shall have been recommended for approval to the shareholders
of the Crabbe Huson Fund by the Board of Trustees of the Crabbe Huson
Trust;
(c) This Agreement and Plan of Reorganization and the reorganization
contemplated hereby shall have been adopted and approved by the
affirmative vote of the holders of a majority of the outstanding shares
of the Crabbe Huson Fund, as defined in the Investment Company Act of
1940 (the "1940 Act");
(d) The Colonial Trust on behalf of the New Crabbe Huson Fund shall
have entered into an Investment Management Agreement with LFC
Acquisition Corp., and such Agreement shall have been approved by the
Board of Trustees of the Colonial Trust and, to the extent required by
law, by the Board of Trustees of the Colonial Trust who are not
"interested persons" of the Colonial Trust as defined in the 1940 Act
(the "Independent Trustees"), as well as by the shareholders of the New
Crabbe Huson Fund (it being understood that the Crabbe Huson Fund, as
sole shareholder of the New Crabbe Huson Fund prior to the consummation
of the reorganization, hereby agrees and is authorized to vote for such
approval);
(e) The Colonial Trust, on behalf of the New Crabbe Huson Fund, shall
have entered into a Distributor's Contract, including distribution
plans (the "Rule 12b-1 Plans") adopted for Class A, B and C shares of
the New Crabbe Huson Fund pursuant to Rule 12b-1 of the rules and
regulations under the 1940 Act, with Liberty Funds Distributor, Inc.,
and such Contract (including the Plans) shall have been approved by the
Board of Trustees of the Colonial Trust and, to the extent required by
law, by the Independent Trustees of the Colonial Trust;
(f) The Colonial Trust, on behalf of the New Crabbe Huson Fund, shall
have entered into a Transfer Agency Agreement with Colonial Investors
Service Center, Inc., and such Agreement shall have been approved by
the Board of Trustees of the Colonial Trust and, to the extent required
by law, by the Independent Trustees of the Colonial Trust;
(g) The Class A New Crabbe Huson Fund Shares shall have been designated
by the Board of Trustees of the Colonial Trust as a separate class of
shares of beneficial interest in the New Crabbe Huson Fund which shall
be subject to an asset-based service charge under the Rule 12b-1 Plan
for such Class A shares of up to 0.25% per annum and shall not be
subject to any deferred sales charge on redemption, and additional
Class A shares may be purchased by Retail Crabbe Huson Fund
Shareholders without a sales charge; the Class I New Crabbe Huson Fund
Shares shall have been designated by the Board of Trustees of the
Colonial Trust as a separate class of shares of beneficial interest in
the New Crabbe Huson Fund which shall not be subject to any asset-based
service charge or distribution fee under Rule 12b-1 of the rules and
regulations under the 1940 Act and shall not be subject to any deferred
sales charge on redemption, and additional Class I shares may be
purchased by the Institutional Crabbe Huson Fund Shareholders without a
sales charge; and
(h) The transactions contemplated by the Asset Acquisition Agreement dated June
10, 1998 among The Crabbe Huson Group, Inc., James E. Crabbe, Richard F.
Huson, Liberty Financial Companies, Inc. and LFC Acquisition Corp. shall
have been consummated.
At any time prior to the Closing, any of the foregoing conditions other than
that set forth in (h) above may be waived jointly by the Board of Trustees of
the Crabbe Huson Trust and the Board of Trustees of the Colonial Trust if, in
their judgment, such waiver will not have a material adverse effect on the
interests of the shareholders of the Crabbe Huson Fund and the New Crabbe Huson
Fund. If the transactions contemplated by this Agreement and Plan of
Reorganization have not been substantially completed by December 31, 1998, this
Agreement and Plan of Reorganization shall automatically terminate on that date
unless a later date is agreed to by both the Crabbe Huson Trust and the Colonial
Trust acting by their respective Boards of Trustees.
4. Amendment. This Agreement may be amended at any time by the joint
action of the Board of Trustees of the Crabbe Huson Trust and the Board
of Trustees of the Colonial Trust, notwithstanding approval thereof by
the shareholders of the Crabbe Huson Fund, provided that no amendment
shall have a material adverse effect on the interests of the
shareholders of the Crabbe Huson Fund or the New Crabbe Huson Fund.
<PAGE>
5. Termination. The Board of Trustees of the Crabbe Huson Trust and the
Board of Trustees of the Colonial Trust may jointly terminate this
Agreement and abandon the reorganization contemplated hereby,
notwithstanding approval thereof by the shareholders of the Crabbe
Huson Fund, at any time prior to the Closing, if circumstances should
develop that, in their judgment, make proceeding with the Agreement
inadvisable.
6. No Broker's or Finder's Fee. The Crabbe Huson Trust and the Colonial
Trust each represent that there is no person who has dealt with it who
by reason of such dealings is entitled to any broker's, finder's or
other similar fee or commission from the Crabbe Huson Trust or the
Colonial Trust arising out of the transactions contemplated by this
Agreement and Plan of Reorganization.
7. No Survival of Covenants and Agreements. The covenants and agreements
of the parties contained herein shall not survive the Closing Date,
except for the provisions of Section 1(c).
8. Reliance. All covenants and agreements made under this Agreement and
Plan of Reorganization shall be deemed to have been material and relied
upon by each of the parties notwithstanding any investigation made by
such party or on its behalf.
9. Notices. All notices required or permitted under this Agreement and
Plan of Reorganization shall be given in writing (i) to the Crabbe
Huson Trust at 1215 S.W. Morrison, Suite 1400, Portland, Oregon 97204,
and (ii) to the Colonial Trust at One Financial Center, Boston,
Massachusetts 02111, or at such other place as shall be specified in a
written notice given by either party to the other party to this
Agreement and Plan of Reorganization, and shall be validly given if
mailed by first class mail, postage prepaid.
10. Expenses. The Crabbe Huson Fund and the New Crabbe Huson Fund shall
each bear their own expenses relating to the reorganization
contemplated hereby to the extent such expenses are not paid by others,
provided, however, that if the reorganization is consummated such
expenses of the Crabbe Huson Fund, to the extent not paid by others,
shall be assumed and borne by the New Crabbe Huson Fund.
11. Miscellaneous Provisions. This Agreement and Plan of Reorganization shall
bind and inure to the benefit of the parties and their respective
successors and assigns. It shall be governed by and carried out in
accordance with the laws of The Commonwealth of Massachusetts. It is
executed in several counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one agreement. A
copy of the document establishing the Colonial Trust is filed with the
Secretary of The Commonwealth of Massachusetts. This Agreement is executed
by officers not as individuals and is not binding upon any of the Trustees,
officers or shareholders of the Colonial Trust individually, but only upon
the assets of the New Crabbe Huson Fund.
<PAGE>
IN WITNESS WHEREOF, the parties have hereunto caused this Agreement and Plan of
Reorganization to be executed and delivered by their duly authorized officers as
of the day and year first written above.
CRABBE HUSON FUNDS
(on behalf of Crabbe Huson Asset Allocation Fund)
By: _________________________________________________
Name:
Title:
COLONIAL TRUST III
(on behalf of Crabbe Huson Asset Allocation Fund)
By: _________________________________________________
Name:
Title:
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION made this 31st day of August, 1998 by
and between Crabbe Huson Funds (the "Crabbe Huson Trust"), a Delaware business
trust, on behalf of Crabbe Huson Oregon Tax-Free Fund, a series of the Crabbe
Huson Trust (the "Crabbe Huson Fund"), and Colonial Trust III (the "Colonial
Trust"), a Massachusetts business trust, on behalf of Crabbe Huson Oregon
Tax-Free Fund, a series of the Colonial Trust (the "New Crabbe Huson fund").
WHEREAS, the parties hereto intend to provide for the reorganization of the
Crabbe Huson Fund through the acquisition by the New Crabbe Huson Fund of all of
the assets, subject to all of the liabilities, of the Crabbe Huson Fund in
exchange for shares of beneficial interest, without par value, of the New Crabbe
Huson Fund (the "New Crabbe Huson Fund Shares"), the distribution to
shareholders of the Crabbe Huson Fund of such New Crabbe Huson Fund Shares, and
the liquidation of the Crabbe Huson Fund, all pursuant to the provisions of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
1. Plan of Reorganization and Liquidation. (a) The Crabbe Huson Trust, on
behalf of the Crabbe Huson Fund, shall assign, sell, convey, transfer and
deliver to the New Crabbe Huson Fund at the closing provided for in Section
2 (hereinafter called the "Closing") all of the then existing assets of the
Crabbe Huson Fund of every kind and nature. In consideration therefor, the
Colonial Trust, on behalf of the New Crabbe Huson Fund, shall at the
Closing (i) assume all of the Crabbe Huson Fund's liabilities then
existing, whether absolute, accrued, contingent or otherwise, and (ii)
deliver to the Crabbe Huson Fund a number of full and fractional Class A
New Crabbe Huson Fund Shares (as defined in Paragraph 3(i) below) equal to
the number of full and fractional Primary Class shares of the Crabbe Huson
Fund ("Retail Crabbe Huson Fund Shares") then outstanding which are held by
holders of Retail Crabbe Huson Fund Shares ("Retail Crabbe Huson Fund
Shareholders"). The respective numbers of Retail Crabbe Huson Fund Shares
issued and outstanding and the respective numbers of Class A New Crabbe
Huson Fund Shares to be issued to the Crabbe Huson Fund shall be determined
by the transfer agent of the Crabbe Huson Fund (the "Transfer Agent"), as
of the close of business on the New York Stock Exchange on the Closing Date
(as defined in Section 2 hereof). The determination of the Transfer Agent
shall be conclusive and binding on the Crabbe Huson Fund, the New Crabbe
Huson Fund and their respective shareholders.
(b) Upon consummation of the transactions described in paragraph (a) of
this Section 1, the Crabbe Huson Trust, on behalf of the Crabbe Huson
Fund shall distribute, in complete liquidation of the Crabbe Huson
Fund, pro rata to the Retail Crabbe Huson Fund Shareholders of record
as of the Closing Date the Class A New Crabbe Huson Fund Shares
received by the Crabbe Huson Fund. Such distribution shall be
accomplished by the establishment, at the expense of the New Crabbe
Huson Fund of an open account on the records of the New Crabbe Huson
Fund in the name of each Retail Crabbe Huson Fund Shareholder
representing a number of Class A New Crabbe Huson Fund Shares equal to
the number of shares of the Crabbe Huson Fund owned of record by such
shareholder at the Closing Date. Certificates, if any, for shares of
the Crabbe Huson Fund issued prior to the reorganization and held by
Retail Crabbe Huson Fund Shareholders shall represent the same number
of outstanding Class A New Crabbe Huson Fund Shares, following the
reorganization. In the interest of economy and convenience,
certificates representing the Crabbe Huson Fund Shares will not be
physically issued.
(c) As promptly as practicable after the Closing Date, the Crabbe Huson
Fund shall be terminated pursuant to the provisions of the laws of the
State of Delaware, and, after the Closing Date, the Crabbe Huson Fund
shall not conduct any business except in connection with its
liquidation.
2. Closing and Closing Date. The Closing shall occur at the offices of the
Colonial Trust, One Financial Center, 12th floor, Boston, Massachusetts
02111 at 9:00 a.m. Boston time on October 19, 1998 or such other date
agreed to between the parties and after the required approval by the
shareholders of the Crabbe Huson Fund specified in Section 3(c) hereof
and the fulfillment (to the extent not waived) of the other conditions
precedent set forth in Section 3, or at such later time and date as the
parties may mutually agree (the "Closing Date"). All acts taking place
at the Closing shall be deemed to take place simultaneously as of the
close of business on the Closing Date unless otherwise provided.
3. Conditions Precedent. The obligation of the Crabbe Huson Trust and the
Colonial Trust to effect the transactions contemplated hereunder shall
be subject to the satisfaction of each of the following conditions:
(a) the Crabbe Huson Trust and the Colonial Trust shall have received
an opinion of Ropes & Gray substantially to the effect that for federal
income tax purposes: (i) no gain or loss will be recognized by the
Crabbe Huson Fund upon (a) the exchange of any of its assets solely for
New Crabbe Huson Fund Shares and the assumption by the New Crabbe Huson
Fund of any of the liabilities of the Crabbe Huson Fund or (b) upon the
distribution to the Retail Crabbe Huson Fund Shareholders of the Class
A New Crabbe Huson Fund Shares; (ii) the tax basis of all of the assets
of the Crabbe Huson Fund received by the New Crabbe Huson Fund will be,
in each instance, the same as the tax basis of such assets in the hands
of the Crabbe Huson Fund immediately prior to the transfer; (iii) the
New Crabbe Huson Fund's holding period in all of the assets acquired
from the Crabbe Huson Fund will include, in each instance, the periods
during which such assets were held by the Crabbe Huson Fund; (iv) no
gain or loss will be recognized by the New Crabbe Huson Fund upon the
receipt of any of the assets of the Crabbe Huson Fund solely in
exchange for New Crabbe Huson Fund Shares and the assumption by the New
Crabbe Huson Fund of any of the liabilities of the Crabbe Huson Fund;
(v) no gain or loss will be recognized by the shareholders of the
Crabbe Huson Fund upon the receipt of the New Crabbe Huson Fund Shares
solely in exchange for their shares in the Crabbe Huson Fund as part of
the transaction; (vi) the basis of the New Crabbe Huson Fund Shares
received by the shareholders of the Crabbe Huson Fund will be, in each
instance, the same as the basis of the shares of the Crabbe Huson Fund
exchanged therefor; and (vii) the holding period of the New Crabbe
Huson Fund Shares received by the shareholders of the Crabbe Huson Fund
will include, in each instance, the holding period of the shares of the
Crabbe Huson Fund exchanged therefor, provided that at the time of the
exchange the shares of the Crabbe Huson Fund were held as capital
assets; and as to such other matters as the Crabbe Huson Trust and the
Colonial Trust may reasonably request;
(b) This Agreement and Plan of Reorganization and the reorganization
contemplated hereby shall have been approved by the Board of Trustees
of the Crabbe Huson Trust and by the Board of Trustees of the Colonial
Trust, and shall have been recommended for approval to the shareholders
of the Crabbe Huson Fund by the Board of Trustees of the Crabbe Huson
Trust;
(c) This Agreement and Plan of Reorganization and the reorganization
contemplated hereby shall have been adopted and approved by the
affirmative vote of the holders of a majority of the outstanding shares
of the Crabbe Huson Fund, as defined in the Investment Company Act of
1940 (the "1940 Act");
(d) The Colonial Trust on behalf of the New Crabbe Huson Fund shall
have entered into an Investment Management Agreement with LFC
Acquisition Corp., and such Agreement shall have been approved by the
Board of Trustees of the Colonial Trust and, to the extent required by
law, by the Board of Trustees of the Colonial Trust who are not
"interested persons" of the Colonial Trust as defined in the 1940 Act
(the "Independent Trustees"), as well as by the shareholders of the New
Crabbe Huson Fund (it being understood that the Crabbe Huson Fund, as
sole shareholder of the New Crabbe Huson Fund prior to the consummation
of the reorganization, hereby agrees and is authorized to vote for such
approval);
(e) The Colonial Trust, on behalf of the New Crabbe Huson Fund, shall
have entered into a Distributor's Contract, including distribution
plans (the "Rule 12b-1 Plans") adopted for Class A, B and C shares of
the New Crabbe Huson Fund pursuant to Rule 12b-1 of the rules and
regulations under the 1940 Act, with Liberty Funds Distributor, Inc.,
and such Contract (including the Plans) shall have been approved by the
Board of Trustees of the Colonial Trust and, to the extent required by
law, by the Independent Trustees of the Colonial Trust;
(f) The Colonial Trust, on behalf of the New Crabbe Huson Fund, shall
have entered into a Transfer Agency Agreement with Colonial Investors
Service Center, Inc., and such Agreement shall have been approved by
the Board of Trustees of the Colonial Trust and, to the extent required
by law, by the Independent Trustees of the Colonial Trust;
<PAGE>
(g) The Class A New Crabbe Huson Fund Shares shall have been designated
by the Board of Trustees of the Colonial Trust as a separate class of
shares of beneficial interest in the New Crabbe Huson Fund which shall
be subject to an asset-based service charge under the Rule 12b-1 Plan
for such Class A shares of up to 0.25% per annum and shall not be
subject to any deferred sales charge on redemption, and additional
Class A shares may be purchased by Retail Crabbe Huson Fund
Shareholders without a sales charge; and
(h) The transactions contemplated by the Asset Acquisition Agreement dated June
10, 1998 among The Crabbe Huson Group, Inc., James E. Crabbe, Richard F.
Huson, Liberty Financial Companies, Inc. and LFC Acquisition Corp. shall
have been consummated.
At any time prior to the Closing, any of the foregoing conditions other than
that set forth in (h) above may be waived jointly by the Board of Trustees of
the Crabbe Huson Trust and the Board of Trustees of the Colonial Trust if, in
their judgment, such waiver will not have a material adverse effect on the
interests of the shareholders of the Crabbe Huson Fund and the New Crabbe Huson
Fund. If the transactions contemplated by this Agreement and Plan of
Reorganization have not been substantially completed by December 31, 1998, this
Agreement and Plan of Reorganization shall automatically terminate on that date
unless a later date is agreed to by both the Crabbe Huson Trust and the Colonial
Trust acting by their respective Boards of Trustees.
4. Amendment. This Agreement may be amended at any time by the joint
action of the Board of Trustees of the Crabbe Huson Trust and the Board
of Trustees of the Colonial Trust, notwithstanding approval thereof by
the shareholders of the Crabbe Huson Fund, provided that no amendment
shall have a material adverse effect on the interests of the
shareholders of the Crabbe Huson Fund or the New Crabbe Huson Fund.
5. Termination. The Board of Trustees of the Crabbe Huson Trust and the
Board of Trustees of the Colonial Trust may jointly terminate this
Agreement and abandon the reorganization contemplated hereby,
notwithstanding approval thereof by the shareholders of the Crabbe
Huson Fund, at any time prior to the Closing, if circumstances should
develop that, in their judgment, make proceeding with the Agreement
inadvisable.
6. No Broker's or Finder's Fee. The Crabbe Huson Trust and the Colonial
Trust each represent that there is no person who has dealt with it who
by reason of such dealings is entitled to any broker's, finder's or
other similar fee or commission from the Crabbe Huson Trust or the
Colonial Trust arising out of the transactions contemplated by this
Agreement and Plan of Reorganization.
7. No Survival of Covenants and Agreements. The covenants and agreements
of the parties contained herein shall not survive the Closing Date,
except for the provisions of Section 1(c).
8. Reliance. All covenants and agreements made under this Agreement and
Plan of Reorganization shall be deemed to have been material and relied
upon by each of the parties notwithstanding any investigation made by
such party or on its behalf.
<PAGE>
9. Notices. All notices required or permitted under this Agreement and
Plan of Reorganization shall be given in writing (i) to the Crabbe
Huson Trust at 1215 S.W. Morrison, Suite 1400, Portland, Oregon 97204,
and (ii) to the Colonial Trust at One Financial Center, Boston,
Massachusetts 02111, or at such other place as shall be specified in a
written notice given by either party to the other party to this
Agreement and Plan of Reorganization, and shall be validly given if
mailed by first class mail, postage prepaid.
10. Expenses. The Crabbe Huson Fund and the New Crabbe Huson Fund shall
each bear their own expenses relating to the reorganization
contemplated hereby to the extent such expenses are not paid by others,
provided, however, that if the reorganization is consummated such
expenses of the Crabbe Huson Fund, to the extent not paid by others,
shall be assumed and borne by the New Crabbe Huson Fund.
11. Miscellaneous Provisions. This Agreement and Plan of Reorganization shall
bind and inure to the benefit of the parties and their respective
successors and assigns. It shall be governed by and carried out in
accordance with the laws of The Commonwealth of Massachusetts. It is
executed in several counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one agreement. A
copy of the document establishing the Colonial Trust is filed with the
Secretary of The Commonwealth of Massachusetts. This Agreement is executed
by officers not as individuals and is not binding upon any of the Trustees,
officers or shareholders of the Colonial Trust individually, but only upon
the assets of the New Crabbe Huson Fund.
<PAGE>
IN WITNESS WHEREOF, the parties have hereunto caused this Agreement and Plan of
Reorganization to be executed and delivered by their duly authorized officers as
of the day and year first written above.
CRABBE HUSON FUNDS
(on behalf of Crabbe Huson Oregon Tax-Free Fund)
By: _________________________________________________________
Name:
Title:
COLONIAL TRUST III
(on behalf of Crabbe Huson Oregon Tax-Free Fund)
By: _________________________________________________________
Name:
Title:
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION made this 31st day of August, 1998 by
and between Crabbe Huson Funds (the "Crabbe Huson Trust"), a Delaware business
trust, on behalf of Crabbe Huson Income Fund, a series of the Crabbe Huson Trust
(the "Crabbe Huson Fund"), and Colonial Trust III (the "Colonial Trust"), a
Massachusetts business trust, on behalf of Crabbe Huson Income Fund, a series of
the Colonial Trust (the "New Crabbe Huson fund").
WHEREAS, the parties hereto intend to provide for the reorganization of the
Crabbe Huson Fund through the acquisition by the New Crabbe Huson Fund of all of
the assets, subject to all of the liabilities, of the Crabbe Huson Fund in
exchange for shares of beneficial interest, without par value, of the New Crabbe
Huson Fund (the "New Crabbe Huson Fund Shares"), the distribution to
shareholders of the Crabbe Huson Fund of such New Crabbe Huson Fund Shares, and
the liquidation of the Crabbe Huson Fund, all pursuant to the provisions of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
1. Plan of Reorganization and Liquidation. (a) The Crabbe Huson Trust, on
behalf of the Crabbe Huson Fund, shall assign, sell, convey, transfer and
deliver to the New Crabbe Huson Fund at the closing provided for in Section
2 (hereinafter called the "Closing") all of the then existing assets of the
Crabbe Huson Fund of every kind and nature. In consideration therefor, the
Colonial Trust, on behalf of the New Crabbe Huson Fund, shall at the
Closing (i) assume all of the Crabbe Huson Fund's liabilities then
existing, whether absolute, accrued, contingent or otherwise, and (ii)
deliver to the Crabbe Huson Fund a number of full and fractional Class A
New Crabbe Huson Fund Shares (as defined in Paragraph 3(i) below) equal to
the number of full and fractional Primary Class shares of the Crabbe Huson
Fund ("Retail Crabbe Huson Fund Shares") then outstanding which are held by
holders of Retail Crabbe Huson Fund Shares ("Retail Crabbe Huson Fund
Shareholders"). The respective numbers of Retail Crabbe Huson Fund Shares
issued and outstanding and the numbers of Class A New Crabbe Huson Fund
Shares to be issued to the Crabbe Huson Fund shall be determined by the
transfer agent of the Crabbe Huson Fund (the "Transfer Agent"), as of the
close of business on the New York Stock Exchange on the Closing Date (as
defined in Section 2 hereof). The determination of the Transfer Agent shall
be conclusive and binding on the Crabbe Huson Fund, the New Crabbe Huson
Fund and their respective shareholders.
(b) Upon consummation of the transactions described in paragraph (a) of
this Section 1, the Crabbe Huson Trust, on behalf of the Crabbe Huson
Fund, shall distribute, in complete liquidation of the Crabbe Huson
Fund, pro rata to the Retail Crabbe Huson Fund Shareholders of record
as of the Closing Date the Class A New Crabbe Huson Fund Shares
received by the Crabbe Huson Fund. Such distribution shall be
accomplished by the establishment, at the expense of the New Crabbe
Huson Fund of an open account on the records of the New Crabbe Huson
Fund in the name of each Retail Crabbe Huson Fund Shareholder
representing a number of Class A New Crabbe Huson Fund Shares equal to
the number of shares of the Crabbe Huson Fund owned of record by such
shareholder at the Closing Date. Certificates, if any, for shares of
the Crabbe Huson Fund issued prior to the reorganization and held by
Retail Crabbe Huson Fund Shareholders shall represent the same number
of outstanding Class A New Crabbe Huson Fund Shares following the
reorganization. In the interest of economy and convenience,
certificates representing the Crabbe Huson Fund Shares will not be
physically issued.
(c) As promptly as practicable after the Closing Date, the Crabbe Huson
Fund shall be terminated pursuant to the provisions of the laws of the
State of Delaware, and, after the Closing Date, the Crabbe Huson Fund
shall not conduct any business except in connection with its
liquidation.
2. Closing and Closing Date. The Closing shall occur at the offices of the
Colonial Trust, One Financial Center, 12th floor, Boston, Massachusetts
02111 at 9:00 a.m. Boston time on October 19, 1998 or such other date
agreed to between the parties and after the required approval by the
shareholders of the Crabbe Huson Fund specified in Section 3(c) hereof
and the fulfillment (to the extent not waived) of the other conditions
precedent set forth in Section 3, or at such later time and date as the
parties may mutually agree (the "Closing Date"). All acts taking place
at the Closing shall be deemed to take place simultaneously as of the
close of business on the Closing Date unless otherwise provided.
3. Conditions Precedent. The obligation of the Crabbe Huson Trust and the
Colonial Trust to effect the transactions contemplated hereunder shall
be subject to the satisfaction of each of the following conditions:
(a) the Crabbe Huson Trust and the Colonial Trust shall have received
an opinion of Ropes & Gray substantially to the effect that for federal
income tax purposes: (i) no gain or loss will be recognized by the
Crabbe Huson Fund upon (a) the exchange of any of its assets solely for
New Crabbe Huson Fund Shares and the assumption by the New Crabbe Huson
Fund of any of the liabilities of the Crabbe Huson Fund or (b) upon the
distribution to the Retail Crabbe Huson Fund Shareholders of the Class
A New Crabbe Huson Fund Shares; (ii) the tax basis of all of the assets
of the Crabbe Huson Fund received by the New Crabbe Huson Fund will be,
in each instance, the same as the tax basis of such assets in the hands
of the Crabbe Huson Fund immediately prior to the transfer; (iii) the
New Crabbe Huson Fund's holding period in all of the assets acquired
from the Crabbe Huson Fund will include, in each instance, the periods
during which such assets were held by the Crabbe Huson Fund; (iv) no
gain or loss will be recognized by the New Crabbe Huson Fund upon the
receipt of any of the assets of the Crabbe Huson Fund solely in
exchange for New Crabbe Huson Fund Shares and the assumption by the New
Crabbe Huson Fund of any of the liabilities of the Crabbe Huson Fund;
(v) no gain or loss will be recognized by the shareholders of the
Crabbe Huson Fund upon the receipt of the New Crabbe Huson Fund Shares
solely in exchange for their shares in the Crabbe Huson Fund as part of
the transaction; (vi) the basis of the New Crabbe Huson Fund Shares
received by the shareholders of the Crabbe Huson Fund will be, in each
instance, the same as the basis of the shares of the Crabbe Huson Fund
exchanged therefor; and (vii) the holding period of the New Crabbe
Huson Fund Shares received by the shareholders of the Crabbe Huson Fund
will include, in each instance, the holding period of the shares of the
Crabbe Huson Fund exchanged therefor, provided that at the time of the
exchange the shares of the Crabbe Huson Fund were held as capital
assets; and as to such other matters as the Crabbe Huson Trust and the
Colonial Trust may reasonably request;
(b) This Agreement and Plan of Reorganization and the reorganization
contemplated hereby shall have been approved by the Board of Trustees
of the Crabbe Huson Trust and by the Board of Trustees of the Colonial
Trust, and shall have been recommended for approval to the shareholders
of the Crabbe Huson Fund by the Board of Trustees of the Crabbe Huson
Trust;
(c) This Agreement and Plan of Reorganization and the reorganization
contemplated hereby shall have been adopted and approved by the
affirmative vote of the holders of a majority of the outstanding shares
of the Crabbe Huson Fund, as defined in the Investment Company Act of
1940 (the "1940 Act");
(d) The Colonial Trust on behalf of the New Crabbe Huson Fund shall
have entered into an Investment Management Agreement with LFC
Acquisition Corp., and such Agreement shall have been approved by the
Board of Trustees of the Colonial Trust and, to the extent required by
law, by the Board of Trustees of the Colonial Trust who are not
"interested persons" of the Colonial Trust as defined in the 1940 Act
(the "Independent Trustees"), as well as by the shareholders of the New
Crabbe Huson Fund (it being understood that the Crabbe Huson Fund, as
sole shareholder of the New Crabbe Huson Fund prior to the consummation
of the reorganization, hereby agrees and is authorized to vote for such
approval);
(e) The Colonial Trust, on behalf of the New Crabbe Huson Fund, shall
have entered into a Distributor's Contract, including distribution
plans (the "Rule 12b-1 Plans") adopted for Class A, B and C shares of
the New Crabbe Huson Fund pursuant to Rule 12b-1 of the rules and
regulations under the 1940 Act, with Liberty Funds Distributor, Inc.,
and such Contract (including the Plans) shall have been approved by the
Board of Trustees of the Colonial Trust and, to the extent required by
law, by the Independent Trustees of the Colonial Trust;
(f) The Colonial Trust, on behalf of the New Crabbe Huson Fund, shall
have entered into a Transfer Agency Agreement with Colonial Investors
Service Center, Inc., and such Agreement shall have been approved by
the Board of Trustees of the Colonial Trust and, to the extent required
by law, by the Independent Trustees of the Colonial Trust;
(g) The Class A New Crabbe Huson Fund Shares shall have been designated
by the Board of Trustees of the Colonial Trust as a separate class of
shares of beneficial interest in the New Crabbe Huson Fund which shall
be subject to an asset-based service charge under the Rule 12b-1 Plan
for such Class A shares of up to 0.25% per annum and shall not be
subject to any deferred sales charge on redemption; the Class I New
Crabbe Huson Fund Shares shall have been designated by the Board of
Trustees of the Colonial Trust as a separate class of shares of
beneficial interest in the New Crabbe Huson Fund which shall not be
subject to any asset-based service charge or distribution fee under
Rule 12b-1 of the rules and regulations under the 1940 Act and shall
not be subject to any deferred sales charge on redemption; and
(h) The transactions contemplated by the Asset Acquisition Agreement dated June
10, 1998 among The Crabbe Huson Group, Inc., James E. Crabbe, Richard F.
Huson, Liberty Financial Companies, Inc. and LFC Acquisition Corp. shall
have been consummated.
At any time prior to the Closing, any of the foregoing conditions other than
that set forth in (h) above may be waived jointly by the Board of Trustees of
the Crabbe Huson Trust and the Board of Trustees of the Colonial Trust if, in
their judgment, such waiver will not have a material adverse effect on the
interests of the shareholders of the Crabbe Huson Fund and the New Crabbe Huson
Fund. If the transactions contemplated by this Agreement and Plan of
Reorganization have not been substantially completed by December 31, 1998, this
Agreement and Plan of Reorganization shall automatically terminate on that date
unless a later date is agreed to by both the Crabbe Huson Trust and the Colonial
Trust acting by their respective Boards of Trustees.
4. Amendment. This Agreement may be amended at any time by the joint
action of the Board of Trustees of the Crabbe Huson Trust and the Board
of Trustees of the Colonial Trust, notwithstanding approval thereof by
the shareholders of the Crabbe Huson Fund, provided that no amendment
shall have a material adverse effect on the interests of the
shareholders of the Crabbe Huson Fund or the New Crabbe Huson Fund.
5. Termination. The Board of Trustees of the Crabbe Huson Trust and the
Board of Trustees of the Colonial Trust may jointly terminate this
Agreement and abandon the reorganization contemplated hereby,
notwithstanding approval thereof by the shareholders of the Crabbe
Huson Fund, at any time prior to the Closing, if circumstances should
develop that, in their judgment, make proceeding with the Agreement
inadvisable.
6. No Broker's or Finder's Fee. The Crabbe Huson Trust and the Colonial
Trust each represent that there is no person who has dealt with it who
by reason of such dealings is entitled to any broker's, finder's or
other similar fee or commission from the Crabbe Huson Trust or the
Colonial Trust arising out of the transactions contemplated by this
Agreement and Plan of Reorganization.
7. No Survival of Covenants and Agreements. The covenants and agreements
of the parties contained herein shall not survive the Closing Date,
except for the provisions of Section 1(c).
8. Reliance. All covenants and agreements made under this Agreement and
Plan of Reorganization shall be deemed to have been material and relied
upon by each of the parties notwithstanding any investigation made by
such party or on its behalf.
9. Notices. All notices required or permitted under this Agreement and
Plan of Reorganization shall be given in writing (i) to the Crabbe
Huson Trust at 1215 S.W. Morrison, Suite 1400, Portland, Oregon 97204,
and (ii) to the Colonial Trust at One Financial Center, Boston,
Massachusetts 02111, or at such other place as shall be specified in a
written notice given by either party to the other party to this
Agreement and Plan of Reorganization, and shall be validly given if
mailed by first class mail, postage prepaid.
10. Expenses. The Crabbe Huson Fund and the New Crabbe Huson Fund shall
each bear their own expenses relating to the reorganization
contemplated hereby to the extent such expenses are not paid by others,
provided, however, that if the reorganization is consummated such
expenses of the Crabbe Huson Fund, to the extent not paid by others,
shall be assumed and borne by the New Crabbe Huson Fund.
11. Miscellaneous Provisions. This Agreement and Plan of Reorganization shall
bind and inure to the benefit of the parties and their respective
successors and assigns. It shall be governed by and carried out in
accordance with the laws of The Commonwealth of Massachusetts. It is
executed in several counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one agreement. A
copy of the document establishing the Colonial Trust is filed with the
Secretary of The Commonwealth of Massachusetts. This Agreement is executed
by officers not as individuals and is not binding upon any of the Trustees,
officers or shareholders of the Colonial Trust individually, but only upon
the assets of the New Crabbe Huson Fund.
<PAGE>
IN WITNESS WHEREOF, the parties have hereunto caused this Agreement and Plan of
Reorganization to be executed and delivered by their duly authorized officers as
of the day and year first written above.
CRABBE HUSON FUNDS
(on behalf of Crabbe Huson Income Fund)
By: ________________________________________________
Name:
Title:
COLONIAL TRUST III
(on behalf of Crabbe Huson Income Fund)
By: ________________________________________________
Name:
Title:
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION made this 31st day of August, 1998 by
and between Crabbe Huson Funds (the "Crabbe Huson Trust"), a Delaware business
trust, on behalf of Crabbe Huson Real Estate Investment Fund, a series of the
Crabbe Huson Trust (the "Crabbe Huson Fund"), and Colonial Trust III (the
"Colonial Trust"), a Massachusetts business trust, on behalf of Crabbe Huson
Real Estate Investment Fund, a series of the Colonial Trust (the "New Crabbe
Huson fund").
WHEREAS, the parties hereto intend to provide for the reorganization of the
Crabbe Huson Fund through the acquisition by the New Crabbe Huson Fund of all of
the assets, subject to all of the liabilities, of the Crabbe Huson Fund in
exchange for shares of beneficial interest, without par value, of the New Crabbe
Huson Fund (the "New Crabbe Huson Fund Shares"), the distribution to
shareholders of the Crabbe Huson Fund of such New Crabbe Huson Fund Shares, and
the liquidation of the Crabbe Huson Fund, all pursuant to the provisions of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
1. Plan of Reorganization and Liquidation. (a) The Crabbe Huson Trust, on
behalf of the Crabbe Huson Fund, shall assign, sell, convey, transfer and
deliver to the New Crabbe Huson Fund at the closing provided for in Section
2 (hereinafter called the "Closing") all of the then existing assets of the
Crabbe Huson Fund of every kind and nature. In consideration therefor, the
Colonial Trust, on behalf of the New Crabbe Huson Fund, shall at the
Closing (i) assume all of the Crabbe Huson Fund's liabilities then
existing, whether absolute, accrued, contingent or otherwise, and (ii)
deliver to the Crabbe Huson Fund a number of full and fractional Class A
New Crabbe Huson Fund Shares (as defined in Paragraph 3(i) below) equal to
the number of full and fractional Primary Class shares of the Crabbe Huson
Fund ("Retail Crabbe Huson Fund Shares") then outstanding which are held by
holders of Retail Crabbe Huson Fund Shares ("Retail Crabbe Huson Fund
Shareholders"). The respective numbers of Retail Crabbe Huson Fund Shares
issued and outstanding and the respective numbers of Class A New Crabbe
Huson Fund Shares to be issued to the Crabbe Huson Fund shall be determined
by the transfer agent of the Crabbe Huson Fund (the "Transfer Agent"), as
of the close of business on the New York Stock Exchange on the Closing Date
(as defined in Section 2 hereof). The determination of the Transfer Agent
shall be conclusive and binding on the Crabbe Huson Fund, the New Crabbe
Huson Fund and their respective shareholders.
(b) Upon consummation of the transactions described in paragraph (a) of
this Section 1, the Crabbe Huson Trust, on behalf of the Crabbe Huson
Fund shall distribute, in complete liquidation of the Crabbe Huson
Fund, pro rata to the Retail Crabbe Huson Fund Shareholders of record
as of the Closing Date the Class A New Crabbe Huson Fund Shares
received by the Crabbe Huson Fund. Such distribution shall be
accomplished by the establishment, at the expense of the New Crabbe
Huson Fund of an open account on the records of the New Crabbe Huson
Fund in the name of each Retail Crabbe Huson Fund Shareholder
representing a number of Class A New Crabbe Huson Fund Shares equal to
the number of shares of the Crabbe Huson Fund owned of record by such
shareholder at the Closing Date. Certificates, if any, for shares of
the Crabbe Huson Fund issued prior to the reorganization and held by
Retail Crabbe Huson Fund Shareholders shall represent the same number
of outstanding Class A New Crabbe Huson Fund Shares following the
reorganization. In the interest of economy and convenience,
certificates representing the Crabbe Huson Fund Shares will not be
physically issued.
(c) As promptly as practicable after the Closing Date, the Crabbe Huson
Fund shall be terminated pursuant to the provisions of the laws of the
State of Delaware, and, after the Closing Date, the Crabbe Huson Fund
shall not conduct any business except in connection with its
liquidation.
2. Closing and Closing Date. The Closing shall occur at the offices of the
Colonial Trust, One Financial Center, 12th floor, Boston, Massachusetts
02111 at 9:00 a.m. Boston time on October 19, 1998 or such other date
agreed to between the parties and after the required approval by the
shareholders of the Crabbe Huson Fund specified in Section 3(c) hereof
and the fulfillment (to the extent not waived) of the other conditions
precedent set forth in Section 3, or at such later time and date as the
parties may mutually agree (the "Closing Date"). All acts taking place
at the Closing shall be deemed to take place simultaneously as of the
close of business on the Closing Date unless otherwise provided.
3. Conditions Precedent. The obligation of the Crabbe Huson Trust and the
Colonial Trust to effect the transactions contemplated hereunder shall
be subject to the satisfaction of each of the following conditions:
(a) the Crabbe Huson Trust and the Colonial Trust shall have received
an opinion of Ropes & Gray substantially to the effect that for federal
income tax purposes: (i) no gain or loss will be recognized by the
Crabbe Huson Fund upon (a) the exchange of any of its assets solely for
New Crabbe Huson Fund Shares and the assumption by the New Crabbe Huson
Fund of any of the liabilities of the Crabbe Huson Fund or (b) upon the
distribution to the Retail Crabbe Huson Fund Shareholders of the Class
A New Crabbe Huson Fund Shares; (ii) the tax basis of all of the assets
of the Crabbe Huson Fund received by the New Crabbe Huson Fund will be,
in each instance, the same as the tax basis of such assets in the hands
of the Crabbe Huson Fund immediately prior to the transfer; (iii) the
New Crabbe Huson Fund's holding period in all of the assets acquired
from the Crabbe Huson Fund will include, in each instance, the periods
during which such assets were held by the Crabbe Huson Fund; (iv) no
gain or loss will be recognized by the New Crabbe Huson Fund upon the
receipt of any of the assets of the Crabbe Huson Fund solely in
exchange for New Crabbe Huson Fund Shares and the assumption by the New
Crabbe Huson Fund of any of the liabilities of the Crabbe Huson Fund;
(v) no gain or loss will be recognized by the shareholders of the
Crabbe Huson Fund upon the receipt of the New Crabbe Huson Fund Shares
solely in exchange for their shares in the Crabbe Huson Fund as part of
the transaction; (vi) the basis of the New Crabbe Huson Fund Shares
received by the shareholders of the Crabbe Huson Fund will be, in each
instance, the same as the basis of the shares of the Crabbe Huson Fund
exchanged therefor; and (vii) the holding period of the New Crabbe
Huson Fund Shares received by the shareholders of the Crabbe Huson Fund
will include, in each instance, the holding period of the shares of the
Crabbe Huson Fund exchanged therefor, provided that at the time of the
exchange the shares of the Crabbe Huson Fund were held as capital
assets; and as to such other matters as the Crabbe Huson Trust and the
Colonial Trust may reasonably request;
(b) This Agreement and Plan of Reorganization and the reorganization
contemplated hereby shall have been approved by the Board of Trustees
of the Crabbe Huson Trust and by the Board of Trustees of the Colonial
Trust, and shall have been recommended for approval to the shareholders
of the Crabbe Huson Fund by the Board of Trustees of the Crabbe Huson
Trust;
(c) This Agreement and Plan of Reorganization and the reorganization
contemplated hereby shall have been adopted and approved by the
affirmative vote of the holders of a majority of the outstanding shares
of the Crabbe Huson Fund, as defined in the Investment Company Act of
1940 (the "1940 Act");
(d) The Colonial Trust on behalf of the New Crabbe Huson Fund shall
have entered into an Investment Management Agreement with LFC
Acquisition Corp., and such Agreement shall have been approved by the
Board of Trustees of the Colonial Trust and, to the extent required by
law, by the Board of Trustees of the Colonial Trust who are not
"interested persons" of the Colonial Trust as defined in the 1940 Act
(the "Independent Trustees"), as well as by the shareholders of the New
Crabbe Huson Fund (it being understood that the Crabbe Huson Fund, as
sole shareholder of the New Crabbe Huson Fund prior to the consummation
of the reorganization, hereby agrees and is authorized to vote for such
approval);
(e) The Colonial Trust, on behalf of the New Crabbe Huson Fund, shall
have entered into a Distributor's Contract, including distribution
plans (the "Rule 12b-1 Plans") adopted for Class A, B and C shares of
the New Crabbe Huson Fund pursuant to Rule 12b-1 of the rules and
regulations under the 1940 Act, with Liberty Funds Distributor, Inc.,
and such Contract (including the Plans) shall have been approved by the
Board of Trustees of the Colonial Trust and, to the extent required by
law, by the Independent Trustees of the Colonial Trust;
(f) The Colonial Trust, on behalf of the New Crabbe Huson Fund, shall
have entered into a Transfer Agency Agreement with Colonial Investors
Service Center, Inc., and such Agreement shall have been approved by
the Board of Trustees of the Colonial Trust and, to the extent required
by law, by the Independent Trustees of the Colonial Trust;
<PAGE>
(g) The Class A New Crabbe Huson Fund Shares shall have been designated
by the Board of Trustees of the Colonial Trust as a separate class of
shares of beneficial interest in the New Crabbe Huson Fund which shall
be subject to an asset-based service charge under the Rule 12b-1 Plan
for such Class A shares of up to 0.25% per annum and shall not be
subject to any deferred sales charge on redemption, and additional
Class A shares may be purchased by Retail Crabbe Huson Fund
Shareholders without a sales charge; and
(h) The transactions contemplated by the Asset Acquisition Agreement dated June
10, 1998 among The Crabbe Huson Group, Inc., James E. Crabbe, Richard F.
Huson, Liberty Financial Companies, Inc. and LFC Acquisition Corp. shall
have been consummated.
At any time prior to the Closing, any of the foregoing conditions other than
that set forth in (h) above may be waived jointly by the Board of Trustees of
the Crabbe Huson Trust and the Board of Trustees of the Colonial Trust if, in
their judgment, such waiver will not have a material adverse effect on the
interests of the shareholders of the Crabbe Huson Fund and the New Crabbe Huson
Fund. If the transactions contemplated by this Agreement and Plan of
Reorganization have not been substantially completed by December 31, 1998, this
Agreement and Plan of Reorganization shall automatically terminate on that date
unless a later date is agreed to by both the Crabbe Huson Trust and the Colonial
Trust acting by their respective Boards of Trustees.
4. Amendment. This Agreement may be amended at any time by the joint
action of the Board of Trustees of the Crabbe Huson Trust and the Board
of Trustees of the Colonial Trust, notwithstanding approval thereof by
the shareholders of the Crabbe Huson Fund, provided that no amendment
shall have a material adverse effect on the interests of the
shareholders of the Crabbe Huson Fund or the New Crabbe Huson Fund.
5. Termination. The Board of Trustees of the Crabbe Huson Trust and the
Board of Trustees of the Colonial Trust may jointly terminate this
Agreement and abandon the reorganization contemplated hereby,
notwithstanding approval thereof by the shareholders of the Crabbe
Huson Fund, at any time prior to the Closing, if circumstances should
develop that, in their judgment, make proceeding with the Agreement
inadvisable.
6. No Broker's or Finder's Fee. The Crabbe Huson Trust and the Colonial
Trust each represent that there is no person who has dealt with it who
by reason of such dealings is entitled to any broker's, finder's or
other similar fee or commission from the Crabbe Huson Trust or the
Colonial Trust arising out of the transactions contemplated by this
Agreement and Plan of Reorganization.
7. No Survival of Covenants and Agreements. The covenants and agreements
of the parties contained herein shall not survive the Closing Date,
except for the provisions of Section 1(c).
8. Reliance. All covenants and agreements made under this Agreement and
Plan of Reorganization shall be deemed to have been material and relied
upon by each of the parties notwithstanding any investigation made by
such party or on its behalf.
<PAGE>
9. Notices. All notices required or permitted under this Agreement and
Plan of Reorganization shall be given in writing (i) to the Crabbe
Huson Trust at 1215 S.W. Morrison, Suite 1400, Portland, Oregon 97204,
and (ii) to the Colonial Trust at One Financial Center, Boston,
Massachusetts 02111, or at such other place as shall be specified in a
written notice given by either party to the other party to this
Agreement and Plan of Reorganization, and shall be validly given if
mailed by first class mail, postage prepaid.
10. Expenses. The Crabbe Huson Fund and the New Crabbe Huson Fund shall
each bear their own expenses relating to the reorganization
contemplated hereby to the extent such expenses are not paid by others,
provided, however, that if the reorganization is consummated such
expenses of the Crabbe Huson Fund, to the extent not paid by others,
shall be assumed and borne by the New Crabbe Huson Fund.
11. Miscellaneous Provisions. This Agreement and Plan of Reorganization shall
bind and inure to the benefit of the parties and their respective
successors and assigns. It shall be governed by and carried out in
accordance with the laws of The Commonwealth of Massachusetts. It is
executed in several counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one agreement. A
copy of the document establishing the Colonial Trust is filed with the
Secretary of The Commonwealth of Massachusetts. This Agreement is executed
by officers not as individuals and is not binding upon any of the Trustees,
officers or shareholders of the Colonial Trust individually, but only upon
the assets of the New Crabbe Huson Fund.
<PAGE>
IN WITNESS WHEREOF, the parties have hereunto caused this Agreement and Plan of
Reorganization to be executed and delivered by their duly authorized officers as
of the day and year first written above.
CRABBE HUSON FUNDS
(on behalf of Crabbe Huson Real Estate Investment Fund)
By: _______________________________________________________________
Name:
Title:
COLONIAL TRUST III
(on behalf of Crabbe Huson Real Estate Investment Fund)
By: _______________________________________________________________
Name:
Title:
Independent Auditors' Consent
-----------------------------
The Board of Directors
The Crabbe Huson Special Fund, Inc.
The Board of Trustees
Crabbe Huson Funds
We consent to the incorporation herein by reference of our report dated December
3, 1997 relating to the financial statements and financial highlights of The
Crabbe Huson Special Fund, Inc. and The Crabbe Huson Funds (comprised of Crabbe
Huson Small Cap Fund, Crabbe Huson Real Estate Investment Fund, Crabbe Huson
Equity Fund, Crabbe Huson Asset Allocation Fund, Crabbe Huson Oregon Tax-Free
Fund, Crabbe Huson Income Fund, Crabbe Huson U.S. Government Income Fund and
Crabbe Huson U.S. Government Money Market Fund) as of October 31, 1997 and for
the periods indicated therein. We also consent to the references to our firm
under the headings "The Funds' Financial History" in the Prospectus and
"Independent Auditors" in the Statement of Additional Information.
KPMG Peat Marwick LLP
San Francisco, California
October 13, 1998
FUND YIELD CALCULATION
(CALENDAR MONTH-END METHOD)
30-DAY BASE PERIOD
a-b 6
Class A Yield = 2[(___ +1) -1
cd
a = Dividends and interest earned during the month
b = Expenses (exclusive of distribution fee) accrued during the month
(forAdjusted Yield b = Expenses, before giving effect to any voluntary
expense limit (exclusive of distribution fee), accrued during the month
c = Average dividend shares outstanding during the month
d = Class A maximum offering price per share on the last day of the month
Yield on NAV = Class A yield/(1-Load)
Class B yield = Yield on NAV - (distribution fee)
Fund Yield percentages for each Class of shares is included in the Funds'
Statement of Additional Information.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 9
<NAME> CRABBE HUSON SMALL CAP FUND, CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 104358009
<INVESTMENTS-AT-VALUE> 114179547
<RECEIVABLES> 173646
<ASSETS-OTHER> 111190
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 114464383
<PAYABLE-FOR-SECURITIES> 80409
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 165698
<TOTAL-LIABILITIES> 246107
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 93275638
<SHARES-COMMON-STOCK> 2749895
<SHARES-COMMON-PRIOR> 1738616
<ACCUMULATED-NII-CURRENT> 239000
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 10882100
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9821538
<NET-ASSETS> 114218276
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<NAME> COLONIAL TRUST III
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<NAME> COLONIAL TRUST III
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<NAME> COLONIAL TRUST III
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<NAME> COLONIAL TRUST III
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<NAME> COLONIAL TRUST III
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<NAME> CRABBE HUSON SMALL CAP FUND, CLASS A
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<NAME> COLONIAL TRUST III
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<NAME> COLONIAL TRUST III
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