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. 109 | X |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | X |
Amendment No. 50 | 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 Pursuant to Rule 481(a)
(Crabbe Huson Oregon Tax-Free Fund, Classes A, B, C)
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Front Cover Page; Back Cover Page
2. The Fund
3. The Fund
4. The Fund
5. Not Applicable
6. Front Cover; Managing the Fund;
Your Account
7. Your Account
8. The Fund; Your Account
9. Financial Highlights
<PAGE>
CRABBE HUSON OREGON TAX-FREE FUND PROSPECTUS, MARCH 1, 1999
Advised by Crabbe Huson Group, Inc.
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved any shares offered in this
prospectus or determined whether this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE
TABLE OF CONTENTS
THE FUND
Investment Goal..........................
Primary Investment Strategies............
Primary Investment Risks.................
Performance History......................
Expenses.................................
YOUR ACCOUNT
How to Buy Shares........................
Sales Charges............................
How to Exchange Shares...................
How to Sell Shares.......................
Distribution and Service Fees............
Other Information About Your Account.....
MANAGING THE FUND
Investment Advisor.......................
Portfolio Managers.......................
Year 2000 Compliance.....................
FINANCIAL HIGHLIGHTS
<PAGE>
THE FUND CRABBE HUSON OREGON TAX-FREE FUND
INVESTMENT GOAL
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.
PRIMARY INVESTMENT STRATEGIES
Under normal market conditions, at least 80% of the Fund's total assets will be
invested in municipal bonds, the interest on which is exempt from federal and
Oregon income taxes. In addition, at least 65% of its total assets will be
invested in municipal bonds issued by the State of Oregon (including its
subdivisions, agencies, authorities and instrumentalities). Bonds that are
subject to the federal alternative minimum tax are not subject to the 80% or 65%
tests. The Fund is a non-diversified mutual fund and it may invest more than 5%
of its total assets in the securities of a single issuer.
In selecting municipal bonds for the Fund, the advisor primarily invests in
"investment grade" securities rated in the four highest grades by Moody's or
Standard & Poor's or unrated securities that the advisor believes to be
comparable in quality to investment grade securities.
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities without limit. Taking a temporary defensive
position may prevent the Fund from achieving its investment goal.
In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principle focus of the Fund and therefore are not described in the prospectus.
These types of securities and investment practices are identified and described
in the Fund's Statement of Additional Information (SAI), which you may obtain by
contacting Liberty Funds Distributor, Inc. (see back cover for address and phone
number). Approval by the Fund's shareholders is not required to modify or change
the Fund's goal or investment strategies.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances (that are not described here) which could cause you to lose money
by investing in the Fund or could prevent the Fund from achieving its goal. As a
non-diversified mutual fund, the Fund is allowed to invest a greater percentage
of its total assets in the securities of a single issuer. Therefore, the Fund
may have an increased risk of loss compared to a similar diversified mutual
fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Issuer risk is the possibility that changes in the financial condition of the
issuer of a security, changes in general economic conditions, or changes in
economic conditions that affect the
2
<PAGE>
THE FUND Crabbe Huson Oregon Tax-Free Fund
issuer's industry may impact the issuer's ability to make timely payment of
interest or principal. This could result in decreases in the price of the
security.
The Fund's investments in Oregon municipal bonds carry special risks. Because
the Fund invests primarily in these bonds, the value of the Fund's shares will
be affected by any economic, political or regulatory developments that affect
the ability of Oregon issuers to pay interest or repay principal on their
obligations. In particular, certain Oregon municipal bonds rely on property
taxes as a source of revenue for the payment of principal and interest.
Constitutional and statutory limits on the collection of property taxes could
adversely affect the revenues of certain issuers of Oregon municipal bonds.
3
<PAGE>
THE FUND Crabbe Huson Oregon Tax-Free Fund
UNDERSTANDING PERFORMANCE
CALENDAR-YEAR TOTAL RETURN shows the Fund's Class A share performance for each
of the last ten complete calendar years. It includes the effects of Fund
expenses, but not the effects of sales charges. If sales charges were included,
these returns would be lower.
AVERAGE ANNUAL TOTAL RETURN is a measure of the Fund's performance over the past
one-, five- and ten-year periods. It includes the effects of Fund expenses. The
table shows Class A returns with sales charges.
The Fund's return is compared to the Lehman Muni Bond and Lehman Muni Bond Index
- - 7 Year Index and the Lipper States Intermediate Muni Fund Average. Unlike the
Fund, the Indexes do not incur fees or charges. It is not possible to invest in
the Indexes. The Lipper Average is the average return of the funds included in
Lipper's States Intermediate Muni Funds category .
PERFORMANCE HISTORY
The bar chart below shows the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class A shares. The
performance table following the bar chart shows how the Fund's Class A average
annual returns compare with those of a broad measure of market performance for 1
year, 5 years and 10 years. As of December 31, 1998, no Class B or Class C
shares had been issued, however they would have had substantially similar
returns to those of Class A. The chart and table are intended to illustrate some
of the risks of investing in the Fund by showing the changes in the Fund's
performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include the effect of any expense
reduction arrangements. If these arrangements were not in place, then the
performance results would have been lower. Any reduction arrangements may be
discontinued at any time.
CALENDAR-YEAR TOTAL RETURNS (CLASS A)
[BAR GRAPH]
<TABLE>
<S> <C>
1989 7.80%
1990 6.37%
1991 9.85%
1992 7.33%
1993 8.94%
1994 -2.69%
1995 12.15%
1996 2.94%
1997 7.02%
1998 3.40%
</TABLE>
Best quarter: First quarter 1995, +4.71%
Worst quarter: First quarter 1994, -3.68%
AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A (%) 0.40 3.83 5.90
----------------------------------------------------------------------------------------
Lehman Muni Bond Index (%) 6.48 6.22 8.22
----------------------------------------------------------------------------------------
Lehman Muni
Bond Index - 7 Year (%) 6.23 5.79 6.96
----------------------------------------------------------------------------------------
Lipper States Intermediate
Muni Fund Average (%) 5.08 4.72 6.23
</TABLE>
4
<PAGE>
THE FUND Crabbe Huson Oregon Tax-Free Fund
UNDERSTANDING EXPENSES
SHAREHOLDER FEES are paid directly by shareholders to the Fund's distributor.
ANNUAL FUND OPERATING EXPENSES are deducted from the Fund. They include
management fees, 12b-1 fees, brokerage costs, and administrative costs including
pricing and custody services.
EXAMPLE EXPENSES helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain the same
- - No expense reductions in effect
YOUR EXPENSES
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 4.75 0.00 0.00
- ---------------------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering
price) 1.00(1) 5.00 1.00
Redemption fee(2) (as a percentage of amount
redeemed, if applicable) None None None
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management fee(3) (%) 0.55 0.55 0.55
- ---------------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00(4)
- ---------------------------------------------------------------------------------------
Other expenses (%) 0.33 0.33(5) 0.33(5)
- ---------------------------------------------------------------------------------------
Total annual fund operating expenses(3) (%) 1.13 1.88(5) 1.88(5)
</TABLE>
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class A $584 $816 $1,065 $1,779
- ---------------------------------------------------------------------------------------
Class B: did not sell your shares $190 $589 $1,014 $2,000
sold all your shares at
the end of the period $690 $889 $1,214 $2,000
- ---------------------------------------------------------------------------------------
Class C: did not sell your shares $190 $589 $1,014 $2,196
sold all your shares at
the end of the period $290 $589 $1,014 $2,196
</TABLE>
(1) This charge applies only to purchases of $1 million to $5 million if shares,
obtained through these purchases, are redeemed within 18 months after
purchase.
(2) There is a $7.50 charge for wiring sale proceeds to your bank.
(3) Expenses shown are restated to reflect current fees and expenses. The Fund's
advisor voluntarily waived a portion of its advisory fee. As a result, the
management fees would have been 0.40% for each share class and total annual
operating expenses would have been 0.98% for Class A, 1.73% for Class B and
1.43% for Class C.
(4) LFDI has voluntarily agreed to waive a portion of the 12b-1 fee so that it
does not exceed 0.70%.
(5) Estimated based on Class A expenses.
5
<PAGE>
YOUR ACCOUNT
INVESTMENT MINIMUMS(1)
<TABLE>
<CAPTION>
<S> <C>
Initial Investment.............$1,000
Subsequent Investments............$50
Automatic Purchase Plans..........$50
Retirement Plans .................$25
</TABLE>
HOW TO BUY SHARES
Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When the Fund receives your
purchase request in "good form" your shares will be bought at the next
calculated public offering price. In "good form" means that you placed your
order with your brokerage firm or your payment has been received and your
application is complete, including all necessary signatures.
OUTLINED BELOW ARE VARIOUS WAYS YOU CAN PURCHASE SHARES:
<TABLE>
<CAPTION>
METHOD INSTRUCTIONS
<S> <C>
Through your Your financial advisor can help you establish your account and
financial advisor buy Fund shares on your behalf.
- -------------------------------------------------------------------------------------------------------------
By check For new accounts, send a completed application and check made
(new account) payable to the Fund to the transfer agent, Liberty Funds
Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
- -------------------------------------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional
(existing account) investment stub included in your quarterly statement, or send a
letter of instruction including your Fund name and account
number with a check made payable to the Fund to Liberty
Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
- -------------------------------------------------------------------------------------------------------------
By exchange You may acquire shares by exchanging shares you
own in one fund for shares of the same class of the Fund
at no additional cost. To exchange by telephone, call
1-800-422-3737.
- -------------------------------------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank account
to your fund account. To wire funds to your fund account, call
1-800-422-3737 to obtain a control number and the wiring
instructions.
- -------------------------------------------------------------------------------------------------------------
By electronic You may purchase shares by electronically transferring money
funds transfer from your bank account to your fund account by calling
(EFT) 1-800-422-3737. Your money may take up to two business days to
be invested. You must set up this feature prior to your
telephone request. Be sure to complete the appropriate section
of the application.
- -------------------------------------------------------------------------------------------------------------
Automatic You may make monthly or quarterly investments automatically
investment plan from your bank account to your fund account. You can select a
pre-authorized amount to be sent via EFT. Be sure to complete
the appropriate section of the application for this feature.
- -------------------------------------------------------------------------------------------------------------
By dividend You may automatically invest dividends distributed by one fund
diversification into the same class of shares of another fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>
1) The Fund reserves the right to change the investment minimums. The Fund also
reserves the right to refuse a purchase order for any reason, including if
it believes that doing so would be in the best interest of the Fund and its
shareholders.
6
<PAGE>
YOUR ACCOUNT
CHOOSING A SHARE CLASS
The Fund offers three classes of shares in this prospectus -- CLASS A, B and C.
Each share class has its own sales charge and expense structure. Determining
which share class is best for you depends on the dollar amount you are investing
and the number of years for which you are willing to invest. Purchases of more
than $250,000 but less than $1 million can be made only in Class A or Class C
shares. Purchases of $1 million or more are automatically invested in Class A
shares. Based on your personal situation, your investment advisor can help you
decide which class of shares makes the most sense for you.
SALES CHARGES
You may be subject to an initial sales charge when you purchase, or a contingent
deferred sales charge (CDSC) when you sell, shares of the Fund. These sales
charges are describe below. In certain circumstances these sales charges are
waived, as described below and in the SAI.
CLASS A SHARES Your purchases of Class A shares generally are at the Public
Offering Price (POP). This price includes a sales charge that is based on the
amount of your initial investment when you open your account. The sales charge
you pay on additional investments is based on the total amount of your purchase
and the current value of your account. The amount of the sales charge differs
depending on the amount you invest as shown in the table below. The table below
also show the commission paid to the financial advisor firm on sales of Class A
shares.
FUND
<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE (POP) INVESTMENT ADVISOR FIRM
<S> <C> <C> <C>
Less than $50,000 4.75 4.99 4.25
- ---------------------------------------------------------------------------------------
$ 50,000 to less than $100,000 4.50 4.71 4.00
- ---------------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50 3.63 3.00
- ---------------------------------------------------------------------------------------
$250,000 to less than $500,000 2.50 2.56 2.00
- ---------------------------------------------------------------------------------------
$500,000 to less than $1,000,000 2.00 2.04 1.75
- ---------------------------------------------------------------------------------------
$1,000,000 or more(1) 0.00 0.00 0.00
</TABLE>
1) Redemptions from Class A share accounts with shares valued between $1 million
and $5 million may be subject to a CDSC. Class A share purchases that bring your
account value above $1 million are subject to a 1% CDSC if redeemed within 18
months of their purchase date. The 18-month period begins on the first day of
the month following each purchase.
7
<PAGE>
YOUR ACCOUNT
UNDERSTANDING CONTINGENT DEFERRED SALES CHARGES (CDSC)
Certain investments in Class A, B and C shares are subject to a CDSC. You will
pay the CDSC only on shares you sell within a certain amount of time after
purchase. The CDSC generally declines each year until there is no charge for
selling shares. The CDSC is applied to the NAV at the time of purchase or sale,
whichever is lower. Shares you purchase with reinvested dividends or capital
gains are not subject to a CDSC. When you place an order to sell shares, the
Fund will automatically sell those shares not subject to a CDSC and then those
you have held the longest. This policy helps reduce and possibly eliminate the
potential impact of the CDSC.
CLASS A SHARES For Class A share purchases of $1 million or more, financial
advisors receive a commission from the Fund's distributor, Liberty Funds
Distributor, Inc. (LFD), as follows:
PURCHASES OVER $1 MILLION
<TABLE>
<CAPTION>
AMOUNT PURCHASED COMMISSION %
<S> <C>
First $3 million 1.00
- -----------------------------------------------------------------------
Next $2 million 0.50
- -----------------------------------------------------------------------
Over $5 million 0.25(1)
</TABLE>
(1) Paid over twelve months but only to the extent the shares remain
outstanding.
REDUCED SALES CHARGES FOR LARGER INVESTMENTS There are two ways for you to pay a
lower sales charge when purchasing Class A shares. The first is through Rights
of Accumulation. If the combined value of the Fund accounts maintained by you,
your spouse or your minor children reaches a discount level (according to the
chart on the previous page), your next purchase will receive the lower sales
charge. The second is by signing a Statement of Intent within 90 days of your
purchase. By doing so, you would be able to pay the lower sales charge on all
purchases by agreeing to invest a total of at least $50,000 within 13 months. If
your Statement of Intent purchases are not completed within 13 months, you will
be charged the applicable sales charge. In addition, certain investors may
purchase shares at a reduced sales charge or net asset value (NAV), which is the
value of a Fund share excluding any sales charges. See the SAI for a description
of these situations.
CLASS B SHARES Your purchases of Class B shares are at the Fund's NAV. Class B
shares have no front-end sales charge, but carry a CDSC, or back-end charge,
that is only imposed on shares sold prior to the completion of the periods shown
in the chart below. The CDSC generally declines each year and eventually
disappears over time. Class B shares automatically convert to Class A shares
after eight years. LFD pays the financial advisor firm an upfront commission of
4.00% on sales of Class B shares.
8
<PAGE>
YOUR ACCOUNT
FUND
<TABLE>
<CAPTION>
% DEDUCTED WHEN
HOLDING PERIOD AFTER PURCHASE SHARES ARE SOLD
<S> <C>
Through first year 5.00
--------------------------------------------------------------------------------------
Through second year 4.00
--------------------------------------------------------------------------------------
Through third year 3.00
--------------------------------------------------------------------------------------
Through fourth year 3.00
--------------------------------------------------------------------------------------
Through fifth year 2.00
--------------------------------------------------------------------------------------
Through sixth year 1.00
--------------------------------------------------------------------------------------
Longer than six years 0.00
</TABLE>
CLASS C SHARES Similar to Class B shares, your purchases of Class C shares are
at the Fund's NAV. Although Class C shares have no front-end sales charge, they
carry a CDSC of 1% that is applied to shares sold within the first year after
they are purchased. After holding shares for one year, you may sell them at any
time without paying a CDSC. LFD pays the financial advisor firm an upfront
commission of 1.00% on sales of Class C shares.
FUND
<TABLE>
<CAPTION>
YEARS AFTER PURCHASE % DEDUCTED WHEN SHARES ARE SOLD
<S> <C>
Through first year 1.00
- ----------------------------------------------------------------------------------
Longer than one year 0.00
</TABLE>
9
<PAGE>
YOUR ACCOUNT
HOW TO EXCHANGE SHARES
You may exchange your shares for shares of the same share class of another fund
distributed by LFD at NAV. If your shares are subject to a CDSC, you will not be
charged a CDSC upon the exchange. However, when you sell the shares acquired
through the exchange, the shares sold may be subject to a CDSC, depending upon
when you originally purchased the shares you exchanged. For purposes of
computing the CDSC, the length of time you have owned your shares will be
computed from the date of your original purchase and the applicable CDSC will be
the CDSC of the original fund. Unless your account is part of a tax-deferred
retirement plan, an exchange is a taxable event. Therefore, you may realize a
gain or a loss for tax purposes. The Fund may terminate your exchange privilege
if the advisor determines that your exchange activity is likely to adversely
impact the advisor's ability to manage the Fund. To exchange by telephone, call
1-800-422-3737.
HOW TO SELL SHARES
Your financial advisor can help you determine if and when you should sell your
shares. You may sell shares of the Fund on any regular business day that the New
York Stock Exchange (NYSE) is open.
When the Fund receives your sales request in "good form," shares will be sold at
the next calculated price. In "good form" means that money used to purchase your
shares is fully collected. When selling shares by letter of instruction, "good
form" means (i) your letter has complete instructions, (ii) the proper
signatures and signature guarantees, (iii) you have included any certificates
for shares to be sold and (iv) any other required documents are attached. For
additional documents required for sales by corporations, agents, fiduciaries and
surviving joint owners. Retirement Plan accounts have special requirements,
please call 1-800-799-7526 for more information.
The Fund will generally send proceeds from the sale to you within seven days.
However, if you purchased your shares by check, the Fund may delay sending the
proceeds for up to 15 days after your initial purchase to protect against checks
that are returned.
10
<PAGE>
YOUR ACCOUNT
OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR SELLING SHARES:
<TABLE>
<CAPTION>
<S> <C>
METHOD INSTRUCTIONS
Through your You may call your financial advisor to place your sell order.
financial advisor To receive the current trading day's price, your financial
advisor firm must receive your request prior to the close
of the NYSE, usually 4:00 p.m. Eastern time.
- ----------------------------------------------------------------------------------------------------------
By exchange You or you financial advisor may sell shares by exchanging from
the existing Fund into the same share class of another fund at
no additional cost. To exchange by telephone, call
1-800-422-3737.
- ----------------------------------------------------------------------------------------------------------
By telephone You or your financial advisor may sell shares by telephone and
request that a check be sent to your address of record by
calling 1-800-422-3737. The dollar limit for telephone sales is
$100,000 in a 30-day period. You do not need to set up this
feature in advance of your call.
- ----------------------------------------------------------------------------------------------------------
By mail You may send a signed letter of instruction (LOI) or stock power
form along with any certificates to be sold to the address
below. In your LOI, note your fund's name, share class, account
number, and the dollar value or number of shares you wish to
sell. All account owners must sign the letter, and signatures
must be guaranteed by either a bank, a member firm of a
national stock exchange or another eligible guarantor
institution. Additional documentation is required for sales by
corporations, agents, fiduciaries, surviving joint owners and
individual retirement account (IRA) owners. For details, call
1-800-345-6611.
Mail your LOI to Liberty Funds Services, Inc., P.O. Box 1722,
Boston, MA 02105-1722.
- ----------------------------------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be wired to
your bank. You must set up this feature prior to your telephone
request. Be sure to complete the appropriate section of the
account application for this feature.
- ----------------------------------------------------------------------------------------------------------
By electronic You may sell shares and request that the proceeds be
funds transfer electronically transferred to your bank. Proceeds may take up
to two business days to be received by your bank. You must
set up this feature prior to your request. Be sure to
complete the appropriate section of the account
application for this feature.
</TABLE>
DISTRIBUTION AND SERVICE FEES
The Fund has adopted a plan under Rule 12b-1 that permits it to pay marketing
and other fees to support the sale and distribution of Class A, B and C shares
and the services provided to you by your financial advisor. These annual
distribution and service fees may equal up to 0.25% for Class A shares and 1.00%
for each of Class B and Class C shares and are paid out of the assets of these
classes. LFDI has voluntarily agreed to waive a portion of the Class C share
distribution fee so that it does not exceed 0.45% annually. LFDI's waiver may be
terminated at any time without shareholder approval. Over time, these fees will
increase the cost of your shares and may cost you more than paying other types
of sales charges.(1)
(1) Class B shares automatically convert to Class A after eight years,
eliminating the distribution fee.
11
<PAGE>
YOUR ACCOUNT
OTHER INFORMATION ABOUT YOUR ACCOUNT
HOW THE FUND'S SHARE PRICE IS DETERMINED The price of each class of the Fund's
shares is based on its NAV. The NAV is determined at the close of the NYSE,
usually 4:00 p.m. Eastern time on each business day that the NYSE is open
(typically Monday through Friday).
When you request a transaction, it will be processed at the NAV (plus any
applicable sales charges) next determined after your request is received in good
form by LFD. In most cases, in order to receive that day's price, LFD must
receive your order before that day's transactions are processed. If you request
a transaction through your financial advisor's firm, the firm must receive your
order by the close of trading on the NYSE to receive that day's price.
The Fund determines its NAV for each share class by dividing its total net
assets by the number of shares outstanding. In determining the NAV, the Fund
must determine the price of each security in its portfolio at the close of each
trading day. Securities for which market quotations are available are valued
each day at the current market value. However, where market quotations are
unavailable, or when the advisor believes that subsequent events have made them
unreliable, the Fund may use other data to determine the fair value of the
securities.
You can find the daily price of many shares classes for the Fund in most major
daily newspapers. You can find daily prices for all share classes by visiting
the Fund's web site at www.libertyfunds.com.
ACCOUNT FEES If your account value falls below $1,000 (other than as a result of
depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Funds' transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring the
value above $1,000 prior to the fee date, the fee will not be deducted.
SHARE CERTIFICATES Share certificates are not available for Class B and C
shares. Certificates will be issued for Class A shares only if requested. If you
decide to hold share certificates, you will not be able to sell your shares
until you have endorsed your certificates and returned them to LFD.
12
<PAGE>
YOUR ACCOUNT
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may experience
capital gains and losses on sales of its securities. The Fund distributes
substantially all of its net investment income and capital gains to
shareholders. As a shareholder, you are entitled to a portion of the Fund's
income and capital gains based on the number of shares you own at the time these
distributions are declared.
DIVIDENDS, DISTRIBUTIONS, AND TAXES The Fund has the potential to make the
following distributions:
TYPES OF DISTRIBUTIONS
<TABLE>
<CAPTION>
<S> <C>
Dividend/ordinary Represents interest and dividends earned from securities held
income by the Fund.
Capital gains Represents capital gains on sales of securities.
</TABLE>
DISTRIBUTION OPTIONS The Fund declares dividend distributions daily and
distributes them monthly. Any capital gains distributions are distributed
annually. You can choose one of the following options for these distributions
when you open your account.(1) To change your distribution option call
1-800-345-6611.
DISTRIBUTION OPTIONS
Reinvest all distributions in additional shares of your current fund
- -------------------------------------------------------------------------------
Reinvest all distributions in shares of another fund
- -------------------------------------------------------------------------------
Receive dividends in cash and reinvest capital gains(2)
- -------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options)(2)
- - send the check to your address of record
- - send the check to a third party address
- - transfer the money to your bank via electronic funds transfer (EFT)
TAX CONSEQUENCES Regardless of whether you receive your distributions in cash or
reinvest them in additional Fund shares, generally all Fund distributions are
subject to taxation.
For federal income tax purposes, distributions of investment income are taxable
as ordinary income, except that those designated by the Fund as "exempt interest
dividends" are not generally subject to federal income tax. Generally, gains
realized by the Fund on the sale or exchange of investments, the income from
which is tax-exempt, will be taxable to shareholders. In addition, an investment
in the Fund may result in liability for federal alternative minimum tax both for
individuals and corporate shareholders.
You will be provided with information each year regarding the amount of ordinary
income and capital gains distributed to you for the previous year and any
portion of your distributions which is exempt from state and local taxes. Your
investment in the Fund may have additional personal tax implications. Please
consult your tax advisor on state, local or other applicable tax laws.
(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of the Fund.
2) Distributions of $10 or less will automatically be reinvested in additional
Fund shares. If you elect to receive distributions by check and the within six
months of the check date, the distribution will be reinvested in additional
shares of the Fund.
13
<PAGE>
In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund. Such transactions may be subject to federal income tax.
14
<PAGE>
MANAGING THE FUND
INVESTMENT ADVISOR
Crabbe Huson Group, Inc. (Crabbe Huson), located at 121 S.W. Morrison, Suite
1400, Portland, Oregon 97204, is the Fund's investment advisor. In its duties as
investment advisor, Crabbe Huson runs the Fund's day-to day business, including
placing all orders for the purchase and sale of each Fund's portfolio
securities. Crabbe Huson has been an investment advisor since 1980. As of
December 31, 1998, Crabbe Huson managed over $3 billion in assets.
For the 1998 fiscal year, aggregate advisory fees paid to Crabbe Huson by the
Fund amounted to 0.50% of average daily net assets of the Fund.
PORTFOLIO MANAGERS
GARTH R. NISBET has been employed by Crabbe Huson since April, 1995. Between
February, 1993 and March, 1995, Mr. Nisbet worked for Capital Consultants, Inc.
as a portfolio manager of its fixed income portfolio.
PAUL C. ROCHELEAU has been employed by Crabbe Huson since December, 1992.
YEAR 2000 COMPLIANCE
Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's advisor,
administrator, distributor, and transfer agent ("Liberty Companies") are taking
steps that they believe are reasonably designed to address the Year 2000
Problem, including communicating with vendors who furnish services, software and
systems to the Funds, to provide that date-related information and data can be
properly processed after January 1, 2000. Many Fund service providers and
vendors, including the Liberty Companies, are in the process of making Year 2000
modifications to their software and systems and believe that such modifications
will be completed on a timely basis prior to January 1, 2000. 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.
15
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last five fiscal
years, which run from November 1 to October 31. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in the
Fund, assuming reinvestment of all dividends and distributions. This information
has been audited by KPMG LLP, independent auditors, whose report along with the
Fund's financial statements are included in the Fund's annual report. You can
request a free annual report by calling 1-800-426-3750.
<TABLE>
<CAPTION>
Year ended October 31
1998 1997 1996 1995 1994
Class A Class A Class A Class A Class A
<S> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 12.78 12.50 12.62 11.99 12.80
- -------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income 0.28 0.54 0.54 0.55 0.54
- -------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments 0.27 0.28 (0.12) 0.70 (0.80)
- -------------------------------------------------------------------------------------------------------------------------------
Total from investment operations 0.55 0.82 0.42 1.25 (0.26)
- -------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS ($)
Distributions from net investment income 0.27 0.47 0.54 0.55 0.54
- -------------------------------------------------------------------------------------------------------------------------------
Distributions from capital gains 0.03 0.07 0.00 0.07 0.01
- -------------------------------------------------------------------------------------------------------------------------------
Total distributions 0.30 0.54 0.54 0.62 0.55
- -------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD ($) 13.03 12.78 12.50 12.62 11.99
- -------------------------------------------------------------------------------------------------------------------------------
Total return (%) 6.39 6.67 3.43 10.66 (2.06)
- -------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's) ($) 25,591 26,487 26,135 28,070 29,046
- -------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (%) (a) 0.98 0.98 0.98 0.98 0.98
- -------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (%)
(e) 4.12 4.25 4.33 4.45 4.37
- -------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 44.00 17.19 15.64 22.91 20.58
- -------------------------------------------------------------------------------------------------------------------------------
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED (%)
Ratio of expenses to average net assets (a) 0.98 1.10 1.04 1.08 1.08
- -------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (a) 4.12 4.13 4.27 4.35 4.26
- -------------------------------------------------------------------------------------------------------------------------------
RATIOS NET OF FEES PAID INDIRECTLY (%)
Ratio of expenses to average net assets (a) 0.98 0.98 0.98 --- ---
- -------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (a) 4.12 4.25 4.33 --- ---
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) 1998 expense and net investment income ratio information is net of benefits
derived from custody credits which had no impact.
16
<PAGE>
NOTES
17
<PAGE>
NOTES CONTINUED
18
<PAGE>
FOR MORE INFORMATION
You can get more information about the Fund's investments in the Fund's
semi-annual and annual reports to shareholders. The annual report contains a
discussion of the market conditions and investment strategies that significantly
affected the Fund's performance over its last fiscal year.
You may wish to read the SAI for more information on the Fund and the securities
in which it invests. The SAI is incorporated into this prospectus by reference,
which means that it is considered to be part of this prospectus.
You can get free copies of reports and the SAI, request other information and
discuss your questions about the Fund by writing or calling the Fund's
Distributor at:
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-426-3750
www.libertyfunds.com
Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.
You can also review and copy information about the Fund by visiting the
following location, and you can obtain copies upon payment of a duplicating fee,
by writing or calling the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009
Information on the operation of the Public Reference Room may be obtained by
calling
1-800-SEC-0330
INVESTMENT COMPANY ACT FILE NUMBERS:
Colonial Trust III: 811-00881
- - Crabbe Huson Oregon Tax-Free Fund
[LOGO] L I B E R T Y
COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (C)1998
One Financial Center, Boston, MA 02111-2621, 1-800-426-375C
Visit us at www.libertyfunds.com
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481(a)
(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 and Equity Fund, Classes A, B, C)
(Crabbe Huson Contrarian Income Fund, Class A)
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Front Cover Page; Back Cover Page
2. The Funds
3. The Funds
4. The Funds
5. Not Applicable
6. Front Cover; Managing the Funds;
Your Account
7. Your Account
8. The Funds, Your Account
9. Financial Highlights
<PAGE>
CRABBE HUSON FUNDS PROSPECTUS, MARCH 1, 1999
- - 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
Advised by Crabbe Huson Group, Inc.
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved any shares offered in this
prospectus or determined whether this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
NOT FDIC-INSURED
MAY LOSE VALUE
NO BANK GUARANTEE
TABLE OF CONTENTS
THE FUNDS
Each of these sections discusses the following topics: Investment Goals, Primary
Investment Strategies, Primary Investment Risks, Performance History and Your
Expenses.
<TABLE>
<S> <C>
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..............................
YOUR ACCOUNT
How to Buy Shares........................
Sales Charges............................
How to Exchange Shares...................
How to Sell Shares.......................
Distribution and Service Fees............
Other Information About Your Account.....
MANAGING THE FUNDS
Investment Advisor.......................
Portfolio Managers.......................
Year 2000 Compliance.....................
FINANCIAL HIGHLIGHTS
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..............................
</TABLE>
<PAGE>
THE FUNDS CRABBE HUSON SMALL CAP FUND
UNDERSTANDING CONTRARIAN INVESTING
The contrarian approach puts primary emphasis on security price, balance sheet
and 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.
INVESTMENT GOAL
The Fund seeks to provide long-term capital appreciation.
PRIMARY INVESTMENT STRATEGIES
Under normal market conditions, the Fund invests at least 65% of its assets in
smaller companies. Smaller companies are companies with a market capitalization
of under $1 billion. In selecting investments for the Fund, the advisor invests
in a diversified portfolio consisting primarily of stocks and follows a basic
value, contrarian approach in selecting such stocks for its portfolio.
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit. Taking a temporary defensive
position may prevent the Fund from achieving its investment goal.
In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principle focus of the Fund and therefore are not described in this prospectus.
These types of securities and investment practices are identified and discussed
in the Fund's Statement of Additional Information (SAI), which you may obtain by
contacting Liberty Funds Distributor, Inc. (see back cover for address and phone
number). Approval by the Fund's shareholders in not required to modify or change
the Fund's goal or investment strategies.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances (that are not described here) which could cause you to lose money
by investing in the Fund or prevent the Fund from achieving its goal, that are
not described here.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Value stocks are securities of companies that are generally not expected to
experience significant earnings growth but are stocks that the advisor believes
are undervalued. These companies may have experienced adverse business or
industry developments or may be subject to special risks that have caused the
stocks to be out of favor. If the advisor's assessment of a company's prospects
is wrong, the price of its stock may fall or may not approach the value the
advisor has placed on it.
Smaller companies are more likely than larger companies to have limited product
lines, markets or financial resources, or to depend on a small, inexperienced
management team. Stocks of smaller companies may trade less frequently and in
limited volume and their prices may fluctuate more than stocks of other
companies. Stocks of smaller companies, therefore, may be more vulnerable to
adverse developments than those of larger companies.
2
<PAGE>
THE FUNDS CRABBE HUSON SMALL CAP FUND
UNDERSTANDING PERFORMANCE
CALENDAR-YEAR TOTAL RETURN shows the Fund's Class A share performance for each
complete calendar year since it commenced operations. It includes the effects of
Fund expenses, but not the effects of sales charges. If sales charges were
included, these returns would be lower.
AVERAGE ANNUAL TOTAL RETURN is a measure of the Fund's performance over the past
one year and life of fund periods. It includes the effects of Fund expenses. The
table shows each Class A returns with sales charges.
The Fund's return is compared to the Russell 2000 Index and the Lipper Small Cap
Funds Average. Unlike the Fund, the index does not incur fees or charges. It is
not possible to invest in the index. The Lipper Average is the average return of
the funds included in Lipper's Small Cap Fund category.
PERFORMANCE HISTORY
The bar chart below shows the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class A shares. The
performance table following the bar chart shows how the Fund's Class A average
annual returns compare with those of a broad measure of market performance for 1
year and the life of the Fund. As of December 31, 1998 no Class B or Class C
shares had been issued, however they would have had substantially similar
returns to those of Class A. The chart and table are intended to illustrate some
of the risks of investing in the Fund by showing the changes in the Fund's
performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include the effect of any expense
reduction arrangements. If these arrangements were not in place, then the
performance results would have been lower. Any reduction arrangements may be
discontinued at any time.
[BAR CHART]
<TABLE>
<S> <C>
1997 ...... 26.14%
1998 ...... -32.11%
</TABLE>
Best quarter: Third quarter 1997, +17.82%
Worst quarter: Third quarter 1998, -32.05%
AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
SINCE INCEPTION
1 YEAR (FEBRUARY 20, 1996)
- --------------------------------------------------------------------------
<S> <C> <C>
Class A (%) -36.02 -1.34
- --------------------------------------------------------------------------
Russell 2000 Index (%) -2.55 N/A
- --------------------------------------------------------------------------
Lipper Small Cap Funds Average (%) -0.33 N/A
- --------------------------------------------------------------------------
</TABLE>
4
<PAGE>
THE FUNDS CRABBE HUSON SMALL CAP FUND
UNDERSTANDING EXPENSES
SHAREHOLDER FEES are paid directly by shareholders to the Fund's distributor.
ANNUAL FUND OPERATING EXPENSES are deducted from the Fund. They include
management fees, 12b-1 fees, brokerage costs, and administrative costs including
pricing and custody services.
EXAMPLE EXPENSES helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain the same
- - No expense reductions in effect
YOUR EXPENSES
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of a Fund.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 5.75 0.00 0.00
- -------------------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering
price) 1.00(1) 5.00 1.00
Redemption fee(2) (as a percentage of amount
redeemed, if applicable) None None None
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management fee(3) (%) 1.05 1.05 1.05
- ---------------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
- ---------------------------------------------------------------------------------------
Other expenses(3) (%) 0.36 0.36(4) 0.36(4)
- ---------------------------------------------------------------------------------------
Total annual fund operating expenses(3) (%) 1.66 2.41(4) 2.41(4)
</TABLE>
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class A $734 $1,068 $1,425 $2,427
- --------------------------------------------------------------------------------------
Class B: did not sell your shares $244 $ 751 $1,285 $2,560
sold all your shares at
the end of the period $744 $1,051 $1,485 $2,560
- --------------------------------------------------------------------------------------
Class C: did not sell your shares $244 $ 751 $1,285 $2,746
sold all your shares at
the end of the period $344 $ 751 $1,285 $2,746
</TABLE>
(1) This charge applies only to purchases of $1 million to $5 million if
shares, obtained through these purchases, are redeemed within 18 months
after purchase.
(2) There is a $7.50 charge for wiring sale proceeds to your bank.
(3) Expenses shown are restated to reflect current fees and expenses. The
Fund's advisor voluntarily waived a portion of its advisory fee. As a
result, the management fee would have been 0.87% for each share class
and total annual operating expenses would have been 1.48% for Class A
and 2.23% for Classes B and C.
(4) Estimated based on Class A expenses.
5
<PAGE>
THE FUNDS THE CRABBE HUSON SPECIAL FUND
UNDERSTANDING CONTRARIAN INVESTING
The contrarian approach puts primary emphasis on security price, balance sheet
and 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.
INVESTMENT GOAL
The Fund seeks significant long-term capital appreciation.
PRIMARY INVESTMENT STRATEGIES
Under normal market conditions, the Fund invests 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 capitalizations. The Fund may engage in short
sales if the advisor believes that a stock may decline in price. In managing the
Fund, the advisor follows a basic value, contrarian approach in selecting stocks
for its portfolio.
In selecting investments for the Fund, the advisor purchases primarily U.S.
stocks that represent more aggressive investments than the U.S. equity market as
a whole. The Fund may sell securities short when the advisor believes that the
price of a particular security that the Fund does not own will decline in price.
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit. Taking a temporary defensive
position may prevent the Fund from achieving its investment goal.
In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principle focus of the Fund and therefore are not described in this prospectus.
These types of securities and investment practices are identified and discussed
in the Fund's SAI, which you may obtain by contacting Liberty Funds Distributor,
Inc. (see back cover for address and phone number). Approval by the Fund's
shareholders is not required to modify or change the Fund's goal or investment
strategies.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances (that are not described here) which could cause you to lose money
by investing in the Fund or could prevent the Fund from achieving its goals.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Value stocks are securities of companies that are generally not expected to
experience significant earnings growth but are stocks that the advisor believes
are undervalued. These companies may have experienced adverse business or
industry developments or may be subject to special risks that have caused the
stocks to be out of favor. If the advisor's assessment of a company's prospects
is wrong, the price of its stock may fall or may not approach the value the
advisor has placed on it.
6
<PAGE>
THE FUNDS THE CRABBE HUSON SPECIAL FUND
Smaller companies are more likely than larger companies to have limited product
lines, markets or financial resources, or to depend on a small, inexperienced
management team. Stocks of smaller companies may trade less frequently and in
limited volume and their prices may fluctuate more than stocks of other
companies. Stocks of smaller companies, therefore, may be more vulnerable to
adverse developments than those of larger companies.
The Fund's short sales are subject to special risks. A short sale involves the
sale by the Fund of a security that it does not own with the hope of purchasing
the same security at a later date at a lower price. In order to deliver the
security to the buyer, the Fund borrows the security from a third party. The
Fund is then obligated to return the security to the third party, so the Fund
must purchase the security at the market price at that point in time. If the
price of the security has increased during this time then the Fund will incur a
loss equal to the increase in price of the security from the time that the short
sale was entered into and any premiums and interest paid to the third party.
Therefore, short sales involve the risk that losses may be exaggerated,
potentially losing more money than the actual cost of the security. Also, there
is the risk that the third party to the short sale may fail to honor its
contract terms, causing a loss to the Fund.
7
<PAGE>
THE FUNDS THE CRABBE HUSON SPECIAL FUND
UNDERSTANDING PERFORMANCE
CALENDAR-YEAR TOTAL RETURN shows the Fund's Class A share performance for each
of the last ten calendar years. It includes the effects of Fund expenses, but
not the effects of sales charges. If sales charges were included, these returns
would be lower.
AVERAGE ANNUAL TOTAL RETURN is a measure of the Fund's performance over the past
one-, five- and ten-year periods. It includes the effects of Fund expenses. The
table shows Class A returns with sales charges.
The Fund's return is compared to the Russell 2000 Index and the Lipper Mid-Cap
Funds Average. Unlike the Fund, the index does not incur fees or charges. It is
not possible to invest in the index. The Lipper Mid-Cap Funds Average is the
average return of the funds included in Lipper's Mid-Cap Funds category.
PERFORMANCE HISTORY
The bar chart below shows the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class A shares. The
performance table following the bar chart shows how the Fund's Class A average
annual returns compare with those of a broad measure of market performance for 1
year, 5 years and 10 years. As of December 31, 1998 no Class B or Class C shares
had been issued, however they would have had substantially similar returns to
those of Class A. The chart and table are intended to illustrate some of the
risks of investing in the Fund by showing the changes in the Fund's performance.
All returns include the reinvestment of dividends and distributions. As with all
mutual funds, past performance does not predict the Fund's future performance.
Performance results include the effect of any expense reduction arrangements. If
these arrangements were not in place, then the performance results would have
been lower. Any reduction arrangements may be discontinued at any time.
CALENDAR-YEAR TOTAL RETURNS (CLASS A)
[BAR CHART]
<TABLE>
<S> <C>
1989 ...... 17.29%
1990 ...... 3.82%
1991 ...... 17.68%
1992 ...... 33.36%
1993 ...... 34.54%
1994 ...... 11.72%
1995 ...... 10.79%
1996 ...... 5.92%
1997 ...... 11.28%
1998 ...... -42.85%
</TABLE>
Best quarter: First quarter 1991, +19.79%
Worst quarter: Third quarter 1998, -33.61%
AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A (%) -46.13 -4.71 7.23
- --------------------------------------------------------------------------------
Russell 2000 Index (%) -2.55 11.87 12.92
- --------------------------------------------------------------------------------
Lipper Mid-Cap Funds Average (%) 12.16 14.87 15.44
</TABLE>
8
<PAGE>
THE FUNDS THE CRABBE HUSON SPECIAL FUND
UNDERSTANDING EXPENSES
SHAREHOLDER FEES are paid directly by shareholders to the Fund's distributor.
ANNUAL FUND OPERATING EXPENSES are deducted from the Fund. They include
management fees, 12b-1 fees, brokerage costs, and administrative costs including
pricing and custody services.
EXAMPLE EXPENSES helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain the same
- - No expense reductions in effect
YOUR EXPENSES
Expenses are one of several factors to consider before you invest in a mutual
fund. The table below describes the fees and expenses you may pay when you buy,
hold and sell shares of a Fund.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 5.75 0.00 0.00
- ------------------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering
price) 1.00(1) 5.00 1.00
- ------------------------------------------------------------------------------------
Redemption fee(2) (as a percentage of amount
redeemed, if applicable) None None None
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management fee(3) (%) 1.05 1.05 1.05
- -------------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
- -------------------------------------------------------------------------------------
Other expenses (%) 0.36 0.36(4) 0.36(4)
- -------------------------------------------------------------------------------------
Total annual fund operating expenses(3) (%) 1.66 2.41(4) 2.41(4)
</TABLE>
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class A $734 $1,068 $1,425 $2,427
-----------------------------------------------------------------------------------
Class B: did not sell your shares $244 $ 751 $1,285 $2,560
sold all your shares at
the end of the period $744 $1,051 $1,485 $2,560
-----------------------------------------------------------------------------------
Class C: did not sell your shares $244 $ 751 $1,285 $2,746
sold all your shares at
the end of the period $344 $ 751 $1,285 $2,746
</TABLE>
(1) This charge applies only to purchases of $1 million to $5 million if
shares, obtained through these purchases, are redeemed within 18 months
after purchase.
(2) There is a $7.50 charge for wiring sale proceeds to your bank.
(3) Expenses shown are restated to reflect current fees and expenses. The
Fund's advisor voluntarily waived a portion of its advisory fee. As a
result, the management fee would have been 0.89% for each share class
and total annual operating expenses would have been 1.50% for Class A
and 2.25% for Classes B and C.
(4) Estimated based on Class A expenses.
9
<PAGE>
THE FUNDS CRABBE HUSON EQUITY FUND
UNDERSTANDING CONTRARIAN INVESTING
The contrarian approach puts primary emphasis on security price, balance sheet
and 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.
INVESTMENT GOAL
The Fund seeks long-term capital appreciation.
PRIMARY INVESTMENT STRATEGIES
Under normal market conditions, the Fund will invest at least 65% of its total
assets in common stocks. In selecting investments for the Fund, the advisor
purchases primarily U.S. stocks of companies with medium (from $1 billion to $3
billion) and large (in excess of $3 billion) market capitalizations. In managing
the Fund, the advisor follows a basic value, contrarian approach in selecting
stocks for its portfolio.
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit. Taking a temporary defensive
position may prevent the Fund from achieving its investment goal.
In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principle focus of the Fund and therefore are not described in this prospectus.
These types of securities and investment practices are identified and discussed
in the Fund's SAI, which you may obtain by contacting Liberty Funds Distributor,
Inc. (see back cover for address and phone number). Approval by the Fund's
shareholders is not required to modify or change the Fund's goals or investment
strategies.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances (that are not described here) which could cause you to lose money
by investing in the Fund or prevent the Fund from achieving its goal.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Value stocks are securities of companies that are generally not expected to
experience significant earnings growth but are stocks that the advisor believes
are undervalued. These companies may have experienced adverse business or
industry developments or may be subject to special risks that have caused the
stocks to be out of favor. If the advisor's assessment of a company's prospects
is wrong, the price of its stock may fall or may not approach the value the
advisor has placed on it.
10
<PAGE>
THE FUNDS CRABBE HUSON EQUITY FUND
UNDERSTANDING PERFORMANCE
CALENDAR-YEAR TOTAL RETURN shows the Fund's Class A share performance for each
complete calendar year since it commenced operations. It includes the effects of
Fund expenses, but not the effects of sales charges. If sales charges were
included, these returns would be lower.
AVERAGE ANNUAL TOTAL RETURN is a measure of the Fund's performance over the past
one-, five- and life of fund periods. It includes the effects of Fund expenses.
The table shows Class A returns with sales charges.
The Fund's return is compared to the S&P 500 Index and the Lipper Growth Funds
Average. Unlike the Fund, the index does not incur fees or charges. It is not
possible to invest in the index. The Lipper Growth Funds Average is the average
return of the funds included in Lipper's Growth Funds category.
PERFORMANCE HISTORY
The bar chart below shows the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class A shares. The
performance table following the bar chart shows how the Fund's Class A average
annual returns compare with those of a broad measure of market performance for 1
year, 5 years and life of Fund periods. As of December 31, 1998 no Class B or
Class C shares had been issued, however they would have had substantially
similar returns to those of Class A. The chart and table are intended to
illustrate some of the risks of investing in the Fund by showing the changes in
the Fund's performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include the effect of any expense
reduction arrangements. If these arrangements were not in place, then the
performance results would have been lower. Any reduction arrangements may be
discontinued at any time.
CALENDAR-YEAR TOTAL RETURNS (CLASS A)
[BAR CHART]
<TABLE>
<S> <C>
1990 ...... -1.56%
1991 ...... 35.06%
1992 ...... 16.39%
1993 ...... 25.97%
1994 ...... 1.60%
1995 ...... 23.78%
1996 ...... 11.74%
1997 ...... 25.72%
1998 ...... -8.83%
</TABLE>
Best quarter: First quarter 1991, +18.98%
Worst quarter: Third quarter 1998, -19.93%
AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
SINCE INCEPTION
1 YEAR 5 YEARS (JANUARY 31, 1989)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A (%) -14.07 8.71 12.21
- --------------------------------------------------------------------------------------
S&P 500 Index (%) 28.60 24.05 N/A
- --------------------------------------------------------------------------------------
Lipper Growth Funds Average (%) 22.86 18.63 N/A
- --------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
THE FUNDS CRABBE HUSON EQUITY FUND
UNDERSTANDING EXPENSES
SHAREHOLDER FEES are paid directly by shareholders to the Fund's distributor.
ANNUAL FUND OPERATING EXPENSES are deducted from the Fund. They include
management fees, 12b-1 fees, brokerage costs, and administrative costs including
pricing and custody services.
EXAMPLE EXPENSES helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain the same
- - No expense reductions in effect
YOUR EXPENSES
Expenses are one of several factors to consider before you invest in a mutual
fund. The table below describes the fees and expenses you may pay when you buy,
hold and sell shares of a Fund.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 5.75 0.00 0.00
- ---------------------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering
price) 1.00(1) 5.00 1.00
- ---------------------------------------------------------------------------------------
Redemption fee(2) (as a percentage of the amount
redeemed, if applicable) None None None
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management fee(3) (%) 0.96 0.96 0.96
- ---------------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
- ---------------------------------------------------------------------------------------
Other expenses(3) (%) 0.33 0.33(4) 0.33(4)
- ---------------------------------------------------------------------------------------
Total annual fund operating expenses(3) (%) 1.54 2.29(4) 2.29(4)
</TABLE>
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class A $723 $1,035 $1,368 $2,309
--------------------------------------------------------------------------------------
Class B: did not sell your shares $233 $ 717 $1,227 $2,442
sold all your shares at
the end of the period $733 $1,017 $1,427 $2,442
--------------------------------------------------------------------------------------
Class C: did not sell your shares $233 $ 717 $1,227 $2,630
sold all your shares at
the end of the period $333 $ 717 $1,227 $2,630
</TABLE>
(1) This charge applies only to purchases of $1 million to $5 million if
shares, obtained through these purchases, are redeemed within 18 months
after purchase.
(2) There is a $7.50 charge for wiring sale proceeds to your bank.
(3) Expenses shown are restated to reflect current fees and expenses. The
Fund's advisor voluntarily waived a portion of its advisory fee and
reimbursed the Fund for certain expenses. As a result, the management
fee would have been 0.90%, for each share class, other expenses would
have been 0.27% for each share class and total annual operating
expenses would have been 1.42% for Class A and 2.17% for Classes B and
C.
(5) Estimated based on Class A expenses.
12
<PAGE>
THE FUNDS CRABBE HUSON MANAGED INCOME & EQUITY FUND
UNDERSTANDING CONTRARIAN INVESTING
The contrarian approach puts primary emphasis on security price, balance sheet
and 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.
INVESTMENT GOALS
The Fund seeks preservation of capital, capital appreciation and income.
PRIMARY INVESTMENT STRATEGIES
The Fund invests in a combination of stocks, bonds and cash. The advisor will
constantly adjust the Fund's allocation of stocks, bonds and cash to adapt to
changing market and economic conditions. Under normal market conditions, the
Fund expects to invest its assets as follows: 25% to 60% in stocks; 30% to 55%
in bonds; and 5% to 30% in cash or cash equivalents. In managing the Fund, the
advisor follows a basic value, contrarian approach in selecting securities for
its portfolio.
The Fund's stock investments will consist primarily of U.S. stocks of companies
with medium (from $1 billion to $3 billion) to large (in excess of $3 billion)
market capitalizations. The Fund's bond investments will consist primarily of
U.S. government securities and investment grade bonds. The U.S. government
securities may consist of U.S. Treasuries and mortgage-backed securities issued
or guaranteed by the U.S. government, its agents or instrumentalities. The
advisor may purchase bonds of any maturity.
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit. Taking a temporary defensive
position may prevent the Fund from achieving its investment goals.
In seeking to achieve its goals, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principle focus of the Fund and therefore not described in this prospectus.
These types of securities and investment practices are identified and discussed
in the Fund's SAI, which you may obtain by contacting Liberty Funds Distributor,
Inc. (see back cover for address and phone number). Approval by the Fund's
shareholders is not required to modify or change the Fund's goals or investment
strategies.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances (that are not described here) which could cause you to lose money
by investing in the Fund or prevent the Fund from achieving its goals.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Value stocks are securities of companies that are generally not expected to
experience significant earnings growth but are stocks that the advisor believes
are undervalued. These companies may have experienced adverse business or
industry developments or may be subject to special risks that have caused the
stocks to be out of favor. If the advisor's
13
<PAGE>
THE FUNDS CRABBE HUSON MANAGED INCOME & EQUITY FUND
assessment of a company's prospects is wrong, the price of its stock may fall or
may not approach the value the advisor has placed on it.
Interest rate risk is the risk of a change in the price of a bond when interest
rates increase or decline. In general, if interest rates rise, bond prices fall,
and if interest rates fall, bond prices rise. Interest rate risk is generally
greater for bonds with longer durations.
Structure risk is the risk that an event will occur (such as a security being
prepaid or called) that alters the security's cashflows. Prepayment risk is a
particular type of structure risk that is present in the Fund because of its
investments in mortgage-backed securities. Prepayment risk is the possibility
that, as interest rates fall, homeowners are more likely to refinance their home
mortgages. When mortgages are refinanced, the principal on mortgage-backed
securities is paid earlier than expected. In an environment of declining
interest rates, mortgage-backed securities may offer less potential for gain
than other debt securities. In addition, the potential impact of prepayment on
the price of a mortgage-backed security may be difficult to predict and result
in greater volatility.
Because the Fund may invest in securities issued by private entities, including
certain types of mortgage-backed securities and corporate bonds, the Fund is
subject to issuer risk. Issuer risk is the possibility that changes in the
financial condition of the issuer of a security, changes in general economic
conditions, or changes in economic conditions that affect the issuer's industry
may impact the issuer's ability to make timely payment of interest or principal.
This could result in decreases in the price of the security.
14
<PAGE>
THE FUNDS CRABBE HUSON MANAGED INCOME & EQUITY FUND
UNDERSTANDING PERFORMANCE
CALENDAR-YEAR TOTAL RETURN shows the Fund's Class A share performance for each
complete calendar year since it commenced operations. It includes the effects of
Fund expenses, but not the effects of sales charges. If sales charges were
included, these returns would be lower.
AVERAGE ANNUAL TOTAL RETURN is a measure of the Fund's performance over the past
one-, five- and life of fund periods. It includes the effects of Fund expenses.
The table shows Class A returns with sales charges.
The Fund's return is compared to the Lehman Government/Corporate Bond I Index,
the S&P 500 Index and the Lipper Flexible Portfolio Funds Average. Unlike the
Fund, the indexes do not incur fees or charges. It is not possible to invest in
the indexes. The Lipper Flexible Portfolio Funds Average is the average return
of the funds included in Lipper's Flexible Portfolio Funds category.
PERFORMANCE HISTORY
The bar chart below shows the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class A shares. The
performance table following the bar chart shows how the Fund's Class A average
annual returns compare with those of a broad measure of market performance for 1
year, 5 years and the life of the Fund. As of December 31, 1998 , no Class B or
Class C shares had been issued, however they would have had substantially
similar returns to those of Class A. The chart and table are intended to
illustrate some of the risks of investing in the Fund by showing the changes in
the Fund's performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include the effect of any expense
reduction arrangements. If these arrangements were not in place, then the
performance results would have been lower. Any reduction arrangements may be
discontinued at any time.
CALENDAR-YEAR TOTAL RETURNS (CLASS A)
[BAR CHART]
<TABLE>
<S> <C>
1990 .......... -0.76%
1991 .......... 21.24%
1992 .......... 12.18%
1993 .......... 18.19%
1994 .......... -0.85%
1995 .......... 20.18%
1996 .......... 6.84%
1997 .......... 19.19%
1998 .......... -0.18%
</TABLE>
Best quarter: Second quarter 1997, +11.85%
Worst quarter: Third quarter 1998, -10.21%
AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS END DECEMBER 31, 199
<TABLE>
<CAPTION>
SINCE INCEPTION
1 YEAR 5 YEARS (JANUARY 31, 1989)
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A (%) -4.93 7.60 9.56
- --------------------------------------------------------------- -------------------
Lehman Gov't./Corporate
Bond Index (%) 9.47 7.30 N/A
- -----------------------------------------------------------------------------------
S&P 500 28.60 24.05 N/A
- -----------------------------------------------------------------------------------
Lipper Flexible
Portfolio Funds Average(%) 14.28 14.30 N/A
- -----------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
16
<PAGE>
THE FUNDS CRABBE HUSON MANAGED INCOME & EQUITY FUND
UNDERSTANDING EXPENSES
SHAREHOLDER FEES are paid directly by shareholders to the Fund's distributor.
ANNUAL FUND OPERATING EXPENSES are deducted from the Fund. They include
management fees, 12b-1 fees, brokerage costs, and administrative costs including
pricing and custody services.
EXAMPLE EXPENSES helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain the same
- - No expense reductions in effect
YOUR EXPENSES
Expenses are one of several factors to consider before you invest in a mutual
fund. The table below describes the fees and expenses you may pay when you buy,
hold and sell shares of a Fund.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 4.75 0.00 0.00
- ---------------------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering
price) 1.00(1) 5.00 1.00
- ---------------------------------------------------------------------------------------
Redemption fee(2) (as a percentage of amount
redeemed, if applicable) None None None
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management fee(3) (%) 1.05 1.05 1.05
- ---------------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
- ---------------------------------------------------------------------------------------
Other expenses(3) (%) 0.36 0.36(4) 0.36(4)
- ---------------------------------------------------------------------------------------
Total annual fund operating expenses(3) (%) 1.66 2.41(4) 2.41(4)
</TABLE>
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class A $636 $ 973 $1,334 $2,346
--------------------------------------------------------------------------------------
Class B: did not sell your shares $244 $ 751 $1,285 $2,560
sold all your shares at
the end of the period $744 $1,051 $1,485 $2,560
--------------------------------------------------------------------------------------
Class C: did not sell your shares $244 $ 751 $1,285 $2,746
sold all your shares at
the end of the period $344 $ 751 $1,285 $2,746
</TABLE>
(1) This charge applies only to purchases of $1 million to $5 million if
shares are redeemed within 18 months after purchase.
(2) There is a $7.50 charge for wiring sale proceeds to your bank.
(3) Expenses shown are restated to reflect current fees and expenses. The
Fund's advisor voluntarily waived a portion of its advisory fee and
reimbursed the Fund for certain expenses. As a result, the management
fee would have been 0.87%, for each share class, other expenses would
have been 0.30% for each share class and total annual operating
expenses would have been 1.42% for Class A and 2.17% for Classes B and
C.
(4) Estimated based on Class A expenses.
17
<PAGE>
THE FUNDS CRABBE HUSON CONTRARIAN INCOME FUND
UNDERSTANDING CONTRARIAN INVESTING
The contrarian approach puts primary emphasis on security price, balance sheet
and 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.
INVESTMENT GOAL
The Fund seeks the highest level of current income that is consistent with
preservation of capital.
PRIMARY INVESTMENT STRATEGIES
Under normal market conditions, the Fund invests at least 65% of its total
assets in a combination of (i) U.S. government debt securities (such as U.S.
Treasury bonds and mortgage-backed securities), (ii) "investment grade"
corporate bonds ranked in the four highest grades by Moody's or Standard and
Poor's, and (iii) cash and cash equivalents.
In managing the Fund, the advisor follows a basic value, contrarian approach in
selecting securities for its portfolio. The advisor is not subject to any
limitations on the average maturity of the Fund's holdings. The advisor may
adjust the maturity from time to time in response to changes in interest rates.
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit. Taking a temporary defensive
position may prevent the Fund from achieving its investment goal.
In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principle focus of the Fund and therefore are not described in the prospectus.
These types of securities and investment practices are identified and discussed
in the Fund's SAI, which you may obtain by contacting Liberty Funds Distributor,
Inc. (see back cover for address and phone number). Approval by the Fund's
shareholders is not required to modify or change the Fund's goal or investment
strategies.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances (that are not described here) which could cause you to lose money
by investing in the Fund or could prevent the Fund from achieving its goal.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Interest rate risk is the risk of a change in the price of a bond when interest
rates increase or decline. In general, if interest rates rise, bond prices fall,
and if interest rates fall, bond prices rise. Interest rate risk is generally
greater for bonds with longer durations.
18
<PAGE>
THE FUNDS CRABBE HUSON CONTRARIAN INCOME FUND
Structure risk is the risk that an event will occur (such as a security being
prepaid or called) that alters the security's cashflows. Prepayment risk is a
particular type of structure risk that is present in the Fund because of its
investments in mortgage-backed securities. Prepayment risk is the possibility
that, as interest rates fall, homeowners are more likely to refinance their home
mortgages. When mortgages are refinanced, the principal on mortgage-backed
securities is paid earlier than expected. In an environment of declining
interest rates, mortgage-backed securities may offer less potential for gain
than other debt securities. In addition, the potential impact of prepayment on
the price of a mortgage-backed security may be difficult to predict and result
in greater volatility.
Because the Fund may invest in securities issued by private entities, including
certain types of mortgage-backed securities and corporate bonds, the Fund is
subject to issuer risk. Issuer risk is the possibility that changes in the
financial condition of the issuer of a security, changes in general economic
conditions, or changes in economic conditions that affect the issuer's industry
may impact the issuer's ability to make timely payment of interest or principal.
This could result in decreases in the price of the security.
19
<PAGE>
THE FUNDS CRABBE HUSON CONTRARIAN INCOME FUND
UNDERSTANDING PERFORMANCE
CALENDAR-YEAR TOTAL RETURN shows the Fund's Class A share performance for each
complete calendar year since it commenced operations. It includes the effects of
Fund expenses, but not the effects of sales charges. If sales charges were
included, these returns would be lower.
AVERAGE ANNUAL TOTAL RETURN is a measure of the Fund's performance over the past
one-, five- and ten-year (or life of fund) periods. It includes the effects of
Fund expenses. The table shows Class A returns with sales charges.
The Fund's return is compared to the Lehman Government/Corporate I Bond Index
and the Lipper Corporate Debt A-Rated Funds Average. Unlike the Fund, the index
does not incur fees or charges. It is not possible to invest in the index. The
Lipper Corporate Debt A-Rated Funds Average is the average return of the funds
included in Lipper's Corporate Debt A-Rated Funds category.
PERFORMANCE HISTORY
The bar chart below shows the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class A shares. The
performance table following the bar chart shows how the Fund's Class A average
annual returns compare with those of a broad measure of market performance for 1
year, 5 years and the life of the Fund. The chart and table are intended to
illustrate some of the risks of investing in the Fund by showing the changes in
the Fund's performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include the effect of any expense
reduction arrangements. If these arrangements were not in place, then the
performance results would have been lower. Any reduction arrangements may be
discontinued at any time.
CALENDAR-YEAR TOTAL RETURNS (CLASS A)
[BAR CHART]
<TABLE>
<S> <C>
1990 ....... 5.87%
1991 ....... 16.22%
1992 ....... 6.23%
1993 ....... 6.26%
1994 ....... -3.60%
1995 ....... 16.98%
1996 ....... 1.99%
1997 ....... 11.58%
1998 ....... 9.75%
</TABLE>
Best quarter: Fourth quarter 1991, +6.10%
Worst quarter: First quarter 1996, -2.73%
AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS END DECEMBER 31, 199
<TABLE>
<CAPTION>
SINCE INCEPTION
1 YEAR 5 YEARS (JANUARY 31, 1989)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A (%) 4.54 6.05 7.38
- --------------------------------------------------------------------------------------
Lehman Gov't/Corporate Bond Index (%) 9.47 7.30 N/A
- --------------------------------------------------------------------------------------
Lipper Corporate
Debt A-Rated Average (%) 7.46 6.53 N/A
- --------------------------------------------------------------------------------------
</TABLE>
20
<PAGE>
THE FUNDS CRABBE HUSON CONTRARIAN INCOME FUND
UNDERSTANDING EXPENSES
SHAREHOLDER FEES are paid directly by shareholders to the Fund's distributor.
ANNUAL FUND OPERATING EXPENSES are deducted from the Fund. They include
management fees, 12b-1 fees, brokerage costs, and administrative costs including
pricing and custody services.
EXAMPLE EXPENSES helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain the same
- - No expense reductions in effect
YOUR EXPENSES
Expenses are one of several factors to consider before you invest in a mutual
fund. The table below describes the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS A
<S> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 4.75
- ---------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering
price) 1.00(1)
- ---------------------------------------------------------------
Redemption fee(2) (as a percentage of amount
redeemed, if applicable) None
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND )
<TABLE>
<CAPTION>
CLASS A
<S> <C>
Management fee(3) (%) 0.80
- ---------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25
- ---------------------------------------------------------------
Other expenses(3) (%) 0.71
- ---------------------------------------------------------------
Total annual fund operating expenses(3) (%) 1.76
</TABLE>
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class A $646 $1,004 $1,386 $2,454
--------------------------------------------------------------------------------------
</TABLE>
(1) This charge applies only to purchases of $1 million to $5 million if
shares are redeemed within 18 months after purchase.
(2) There is a $7.50 charge for wiring sale proceeds to your bank.
(3) Expenses shown are restated to reflect current fees and expenses. The
Fund's advisor voluntarily waived its advisory fee and reimbursed the
Fund for certain expenses. As a result, the management fee would have
been 0.00%, other expenses would have been 0.55% and total annual
operating expenses would have been 0.80%.
21
<PAGE>
YOUR ACCOUNT
INVESTMENT MINIMUMS(1)
<TABLE>
<S> <C>
Initial Investment............. $1,000
Subsequent Investments......... $ 50
Automatic Purchase Plans....... $ 50
Retirement Plans............... $ 25
</TABLE>
HOW TO BUY SHARES
Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When a Fund receives your
purchase request in "good form," your shares will be bought at the next
calculated public offering price. In "good form" means that you placed your
order with your brokerage firm or your payment has been received and your
application is complete, including all necessary signatures.
OUTLINED BELOW ARE VARIOUS WAYS YOU CAN PURCHASE SHARES:
<TABLE>
<CAPTION>
METHOD INSTRUCTIONS
<S> <C>
Through your Your financial advisor can help you establish your Account
financial advisor and buy Fund shares on your behalf.
- --------------------------------------------------------------------------------
By check For new accounts, send a completed application and check
(new account) made payable to the Fund to the transfer agent, Liberty
Funds Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
- --------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional
(existing account) investment stub included in your quarterly statement, or
send a letter of instruction including your Fund name and
account number with a check made payable to the Fund to
Liberty Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
- --------------------------------------------------------------------------------
By exchange You may acquire shares by exchanging shares you
own in one fund for shares of the same class of the Fund
at no additional cost. To exchange by telephone, call
1-800-422-3737.
- --------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank
account to your fund account. To wire funds to your fund
account, call 1-800-422-3737 to obtain a control number
and the wiring instructions.
- --------------------------------------------------------------------------------
By electronic funds You may purchase shares by electronically transferring
transfer (EFT) money from your bank account to your fund account by
calling 1-800-422-3737. Your money may take up to two
business days to be invested. You must set up this feature
prior to your telephone request. Be sure to complete the
appropriate section of the application.
- --------------------------------------------------------------------------------
Automatic You may make monthly or quarterly investments automatically
investment plan from your bank account to your fund account. You can
select a pre-authorized amount to be sent via EFT. Be sure
to complete the appropriate section of the application for
this feature.
- --------------------------------------------------------------------------------
By dividend You may automatically invest dividends distributed by one
diversification fund into the same class of shares of another fund at no
additional sales charge. To invest your dividends in
another fund, call 1-800-345-6611.
</TABLE>
(1) Each Fund reserves the right to change the investment minimums. Each
Fund also reserves the right to refuse a purchase order for any reason,
including if it believes that doing so would be in the best interest of
the Fund and its shareholders.
22
<PAGE>
YOUR ACCOUNT
CHOOSING A SHARE CLASS
The Funds generally offer three classes of shares in this prospectus - CLASS A,
B and C. Each share class has its own sales charge and expense structure.
Determining which share class is best for you depends on the dollar amount you
are investing and the number of years for which you are willing to invest.
Purchases of more than $250,000 but less than $1 million can be made only in
Class A or Class C shares. Purchases of $1 million or more are automatically
invested in Class A shares. Based on your personal situation, your investment
advisor can help you decide which class of shares makes the most sense for you.
The Small Cap, Equity, Managed Income & Equity and Contrarian Income Funds also
offer an additional class of shares, Class I shares, exclusively to certain
institutional and high net worth investors. Class I shares are made available
through a separate prospectus provided to eligible investors.
SALES CHARGES
You may be subject to an initial sales charge when you purchase, or a contingent
deferred sales charge (CDSC) when you sell, shares of a Fund. These sales
charges are described below. In certain circumstances these sales charges are
waived, as described below and in the SAI.
CLASS A SHARES Your purchases of Class A shares generally are at the Public
Offering Price (POP). This price includes a sales charge that is based on the
amount of your initial investment when you open your account. The sales charge
you pay on additional investments is based on the total amount of your purchase
and the current value of your account. The amount of the sales charge differs
depending on the amount you invest as shown in the tables below. The tables
below also show the commission paid to the financial advisor firm on sales of
Class A shares.
CRABBE HUSON SMALL CAP, SPECIAL AND EQUITY FUNDS
<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE (POP) INVESTMENT ADVISOR FIRM
<S> <C> <C> <C>
Less than $50,000 5.75 6.10 5.00
- --------------------------------------------------------------------------------
$50,000 to less than $100,000 4.50 4.71 3.75
- --------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50 3.63 2.75
- --------------------------------------------------------------------------------
$250,000 to less than $500,000 2.50 2.56 2.00
- --------------------------------------------------------------------------------
$500,000 to less than 1,000,000 2.00 2.04 1.75
- --------------------------------------------------------------------------------
$1,000,000 or more(1) 0.00 0.00 0.00
</TABLE>
CRABBE HUSON MANAGED INCOME & EQUITY AND CONTRARIAN INCOME FUNDS
<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE (POP) INVESTMENT ADVISOR FIRM
<S> <C> <C> <C>
Less than $50,000 4.75 4.99 4.25
- --------------------------------------------------------------------------------
$ 50,000 to less than $100,000 4.50 4.71 4.00
- --------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50 3.63 3.00
- --------------------------------------------------------------------------------
$250,000 to less than $500,000 2.50 2.56 2.00
- --------------------------------------------------------------------------------
$500,000 to less than $1,000,000 2.00 2.04 1.75
- --------------------------------------------------------------------------------
$1,000,000 or more(1) 0.00 0.00 0.00
</TABLE>
(1) Redemptions from Class A share accounts with shares valued between $1
million and $5 million may be subject to a CDSC. Class A share
purchases that bring your account value above $1 million are subject to
a 1% CDSC if redeemed within 18 months of their purchase date. The
18-month period begins on the first day of the month following each
purchase.
23
<PAGE>
YOUR ACCOUNT
UNDERSTANDING CONTINGENT DEFERRED SALES CHARGES (CDSC)
Certain investments in Class A, B and C shares are subject to a CDSC. You will
pay the CDSC only on shares you sell within a certain amount of time after
purchase. The CDSC generally declines each year until there is no charge for
selling shares. The CDSC is applied to the NAV at the time of purchase or sale,
whichever is lower. For purposes of calculating CDSC, the start of the holding
period is the month-end of the month in which the purchase is made. Shares you
purchase with reinvested dividends or capital gains are not subject to a CDSC.
When you place an order to sell shares, the Fund will automatically sell first
those shares not subject to a CDSC and then those you have held the longest.
This policy helps reduce and possibly eliminate the potential impact of the
CDSC.
For Class A share purchases of $1 million or more, financial advisors receive a
commission from the Funds' distributor, Liberty Funds Distributor, Inc. (LFD),
as follows:
PURCHASES OVER $1 MILLION
<TABLE>
<CAPTION>
AMOUNT PURCHASED COMMISSION %
- --------------------------------------------------------------------------------
<S> <C>
First $3 million 1.00
- --------------------------------------------------------------------------------
Next $2 million 0.50
- --------------------------------------------------------------------------------
Over $5 million 0.25(1)
- --------------------------------------------------------------------------------
</TABLE>
(1) Paid over twelve months but only to the extent the
shares remain outstanding.
REDUCED SALES CHARGES FOR LARGER INVESTMENTS There are two ways for you to pay a
lower sales charge when purchasing Class A shares. The first is through Rights
of Accumulation. If the combined value of the Fund accounts maintained by you,
your spouse or your minor children reaches a discount level (according to the
chart on the previous page), your next purchase will receive the lower sales
charge. The second is by signing a Statement of Intent within 90 days of your
purchase. By doing so, you would be able to pay the lower sales charge on all
purchases by agreeing to invest a total of at least $50,000 within 13 months. If
your Statement of Intent purchases are not completed within 13 months, you will
be charged the applicable sales charge. In addition, certain investors may
purchase shares at a reduced sales charge or at net asset value (NAV), which is
the value of a Fund share excluding any sales charge. See the SAI for a
description of these situations.
CLASS B SHARES Your purchases of Class B shares are at the Fund's NAV. Class B
shares have no front-end sales charge, but carry a CDSC, or back-end charge,
that is imposed only on shares sold prior to the completion of the periods shown
in the chart below. The CDSC generally declines each year and eventually
disappears over time. Class B shares automatically convert to Class A shares
after eight years. LFD pays the financial advisor firm an upfront commission of
4.00% on sales of Class B shares.
ALL FUNDS EXCEPT CRABBE HUSON CONTRARIAN INCOME FUND
<TABLE>
<CAPTION>
% DEDUCTED WHEN
HOLDING PERIOD AFTER PURCHASE SHARES ARE SOLD
<S> <C>
Through first year 5.00
- --------------------------------------------------------------------------------
Through second year 4.00
- --------------------------------------------------------------------------------
Through third year 3.00
- --------------------------------------------------------------------------------
Through fourth year 3.00
- --------------------------------------------------------------------------------
Through fifth year 2.00
- --------------------------------------------------------------------------------
Through sixth year 1.00
- --------------------------------------------------------------------------------
Longer than six years 0.00
</TABLE>
24
<PAGE>
YOUR ACCOUNT
CLASS C SHARES Similar to Class B shares, your purchases of Class C shares are
at the Fund's NAV. Although Class C shares have no front-end sales charge, they
carry a CDSC of 1% that is applied to shares sold within the first year after
they are purchased. After holding shares for one year, you may sell them at any
time without paying a CDSC. LFD pays the financial advisor firm an upfront
commission of 1.00% on sales of Class C shares.
ALL FUNDS IN THIS PROSPECTUS EXCEPT CRABBE HUSON CONTRARIAN INCOME FUND
<TABLE>
<CAPTION>
YEARS AFTER PURCHASE % DEDUCTED WHEN SHARES ARE SOLD
- --------------------------------------------------------------------------------
<S> <C>
Through first year 1.00
- --------------------------------------------------------------------------------
Longer than one year 0.00
</TABLE>
HOW TO EXCHANGE SHARES
You may exchange your shares for shares of the same share class of another fund
distributed by LFD at NAV. If your shares are subject to a CDSC, you will not be
charged a CDSC upon the exchange. However, when you sell the shares acquired
through the exchange, the shares sold may be subject to a CDSC, depending upon
when you originally purchased the shares you exchanged. For purposes of
computing the CDSC, the length of time you have owned your shares will be
computed from the date of your original purchase and the applicable CDSC will be
the CDSC of the original fund. Unless your account is part of a tax-deferred
retirement plan, an exchange is a taxable event. Therefore, you may realize a
gain or a loss for tax purposes. A Fund may terminate your exchange privilege if
the advisor determines that your exchange activity is likely to adversely impact
the advisor's ability to manage the Fund. To exchange by telephone, call
1-800-422-3737.
HOW TO SELL SHARES
Your financial advisor can help you determine if and when you should sell your
shares. You may sell shares of the Fund on any regular business day that the New
York Stock Exchange (NYSE) is open.
When the Fund receives your sales request in "good form," shares will be sold at
the next calculated price. In "good form" means that money used to purchase your
shares is fully collected. When selling shares by letter of instruction, "good
form" means (i) your letter has complete instructions, (ii) the proper
signatures and signature guarantees, (iii)you have included any certificates for
shares to be sold and (iv) any other required documents are attached. For
additional documents required for sales by corporations, agents, fiduciaries and
surviving joint owners, please call 1-800-345-6611. Retirement Plan accounts
have special requirements, please call 1-800-799-7526 for more information.
25
<PAGE>
YOUR ACCOUNT
The Fund will generally send proceeds from the sale to you within seven days.
However, if you purchased your shares by check, the Fund may delay sending the
proceeds for up to 15 days after your initial purchase to protect against checks
that are returned.
OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR SELLING SHARES:
<TABLE>
<CAPTION>
METHOD INSTRUCTIONS
<S> <C>
Through your You may call your financial advisor to place your sell
financial advisor order. To receive the current trading day's price, your
financial advisor firm must receive your request prior to
the close of the New York Stock Exchange (NYSE), usually
4:00 p.m. Eastern time.
- --------------------------------------------------------------------------------
By exchange You or your financial advisor may sell shares by exchanging
from the Fund into the same share class of another fund at
no additional cost. To exchange by telephone, call
1-800-422-3737.
- --------------------------------------------------------------------------------
By telephone You or you financial advisor may sell shares by telephone
and request that a check be sent to your address of record
by calling 1-800-422-3737. The dollar limit for telephone
sales is $100,000 in a 30-day period. You do not need to
set up this feature in advance of your call.
- --------------------------------------------------------------------------------
By mail You may send a signed letter of instruction (LOI) or stock
power form along with any certificates to be sold to the
address below. In your LOI, note your fund's name, share
class, account number, and the dollar value or number of
shares you wish to sell. All account owners must sign the
letter, and signatures must be guaranteed by either a bank,
a member firm of a national stock exchange or another
eligible guarantor institution. Additional documentation is
required for sales by corporations, agents, fiduciaries,
surviving joint owners and individual retirement account
(IRA) owners. For details, call 1-800-345-6611.
Mail your LOI to Liberty Funds Services, Inc., P.O. Box
1722, Boston, MA 02105-1722
- --------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be wired
to your bank. You must set up this feature prior to your
telephone request. Be sure to complete the appropriate
section of the account application for this feature.
- --------------------------------------------------------------------------------
By electronic You may sell shares and request that the proceeds be
funds transfer electronically transferred to your bank. Proceeds may take
up to two business days to be received by your bank. You
must set up this feature prior to your request. Be sure to
complete the appropriate section of the account application
for this feature.
</TABLE>
DISTRIBUTION AND SERVICE FEES
Each Fund has adopted a plan under Rule 12b-1 that permits it to pay marketing
and other fees to support the sale and distribution of Class A, B and C shares
and the services provided to you by your financial advisor. These annual
distribution and service fees may equal up to 0.25% for Class A shares and 1.00%
for each of Class B and Class C shares and are paid out of the assets of these
classes. Over time, these fees will increase the cost of your shares and may
cost you more than paying other types of sales charges.
26
<PAGE>
YOUR ACCOUNT
OTHER INFORMATION ABOUT YOUR ACCOUNT
HOW A FUND'S SHARE PRICE IS DETERMINED The price of each class of a Fund's
shares is based on its NAV. The NAV is determined at the close of the NYSE,
usually 4:00 p.m. Eastern time on each business day that the NYSE is open
(typically Monday through Friday).
When you request a transaction, it will be processed at the NAV (plus any
applicable sales charges) next determined after your request is received in good
form by LFD. In most cases, in order to receive that day's price, LFD must
receive your order before that day's transactions are processed. If you request
a transaction through your financial advisor's firm, the firm must receive your
order by the close of trading on the NYSE to receive that day's price.
Each Fund determines its NAV for each share class by dividing its total net
assets by the number of shares outstanding. In determining the NAV, each Fund
must determine the price of each security in its portfolio at the close of each
trading day. Securities for which market quotations are available are valued
each day at the current market value. However, where market quotations are
unavailable, or when the advisor believes that subsequent events have made them
unreliable, the Fund may use other data to determine the fair value of the
securities.
You can find the daily prices of many share classes for each Fund in most major
daily newspapers. You can find daily prices for all share classes by visiting
the Funds' web site at www.libertyfunds.com.
ACCOUNT FEES If your account value falls below $1,000 (other than as a result of
depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Funds' transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring the
value above $1,000 prior to the fee date, the fee will not be deducted.
SHARE CERTIFICATES Share certificates are not available for Class B and C
shares. Certificates will be issued for Class A shares only if requested. If you
decide to hold share certificates, you will not be able to sell your shares
until you have endorsed your certificates and returned them to LFD.
27
<PAGE>
YOUR ACCOUNT
UNDERSTANDING FUND DISTRIBUTIONS
Each Fund earns income from the securities it holds. Each Fund also may
experience capital gains and losses on sales of its securities. Each Fund
distributes substantially all of its net investment income and capital gains to
shareholders. As a shareholder, you are entitled to a portion of the Fund's
income and capital gains based on the number of shares you own at the time these
distributions are declared.
DIVIDENDS, DISTRIBUTIONS, AND TAXES Each Fund has the potential to make the
following distributions:
TYPES OF DISTRIBUTIONS
<TABLE>
<S> <C>
Dividend/ordinary Represents interest and dividends earned from securities
income held by the portfolio.
- --------------------------------------------------------------------------------
Capital gains Represents capital gains on sales of securities.
</TABLE>
DISTRIBUTION OPTIONS The Small Cap, Special and Equity Funds declare and
distribute dividend distributions and any capital gains annually. The Managed
Income & Equity Fund declares and distributes dividend distributions quarterly
and any capital gains annually. The Income Fund declares and distributes
dividend distributions monthly and any capital gains annually. You can choose
one of the following options for these distributions when you open your
account.(1) To change your distribution option call 1-800-345-6611.
DISTRIBUTION OPTIONS
Reinvest all distributions in additional shares of your current fund
Reinvest all distributions in shares of another fund
Receive dividends in cash and reinvest capital gains(2)
Receive all distributions in cash (with one of the following options)(2)
- - send the check to your address of record
- - send the check to a third party address
- - transfer the money to your bank via electronic funds transfer (EFT)
TAX CONSEQUENCES Regardless of whether you receive your distributions in cash or
reinvest them in additional Fund shares, all Fund distributions are subject to
federal income tax. Depending on the state where you live, distributions may
also be subject to state and local income taxes.
In general, any dividends and short-term capital gains distributions are taxable
as ordinary income. Distributions of long-term capital gains are generally
taxable as capital gains. You will be provided with information each year
regarding the amount of ordinary income and capital gains distributed to you for
the previous year and any portion of your distributions which is exempt from
state and local taxes. Your investment in a Fund may have additional personal
tax implications. Please consult your tax advisor on state, local or other
applicable tax laws.
In addition to the dividends and capital gains distributions made by each Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund. Such transactions may be subject to federal income tax.
(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of the Fund.
(2) Distributions of $10 or less will automatically be reinvested in
additional Fund shares. If you elect to receive distributions by check and
the check is returned as undeliverable, or if you do not cash a
distribution check within six months of the check date, the distribution
will be reinvested in additional share of the Fund.
28
<PAGE>
MANAGING THE FUNDS
INVESTMENT ADVISOR
Crabbe Huson Group, Inc. (Crabbe Huson), located at 121 S.W. Morrison, Suite
1400, Portland, OR 97204, is the Funds' investment advisor. In its duties as
investment advisor, Crabbe Huson runs the Funds' day-to day business, including
placing all orders for the purchase and sale of each Fund's portfolio
securities. Crabbe Huson has been an investment advisor since 1980. As of
December 31, 1998, Crabbe Huson managed over $3 billion in assets.
For the 1998 fiscal year, aggregate advisory fees paid to Crabbe Huson by the
Crabbe Huson Small Cap Fund, The Crabbe Huson Special Fund, Crabbe Huson Equity
Fund, Crabbe Huson Managed Income & Equity Fund and Crabbe Huson Contrarian
Income Fund amounted to 0.75%, 0.57%, 0.85%, 0.79% and 0.00% of average daily
net assets of each Fund, respectively.
PORTFOLIO MANAGERS
Management of the SMALL CAP and SPECIAL FUND portfolios is handled on a
day-to-day basis by a team consisting of James E. Crabbe, John W. Johnson and
Peter P. Belton. Mr. Crabbe is coordinator of the team. Mr. Crabbe has served in
various management positions with Crabbe Huson since 1980 and has managed the
predecessor to the Special Fund since January 1, 1990. Prior to joining Crabbe
Huson, Mr. Johnson was a private investment banker from November, 1991 to May,
1995. Prior to joining Crabbe Huson, 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.
Management of the EQUITY and MANAGED INCOME & EQUITY portfolios is handled on a
day-to-day basis by a team consisting of John E. Maack, Jr., Marian L. Kessler,
Robert E. Anton and Garth R. Nisbet. Mr. Anton is the coordinator of the team.
Mr. Maack has been employed as a portfolio manager and securities analyst by
Crabbe Huson since 1988. Ms. Kessler joined Crabbe Huson in August, 1995. From
September, 1993 until July, 1995, Ms. Kessler was a portfolio manager with
Safeco Asset Management. Mr. Anton joined Crabbe Huson in June, 1995. Prior to
joining Crabbe Huson, Mr. Anton served for 17 years as Chief Investment Officer
and as a portfolio manager at Financial Aims Corporation. Mr. Nisbet joined
Crabbe Huson in April, 1995. Between February, 1993 and March, 1995, Mr. Nisbet
was employed at Capital Consultants, Inc. as a portfolio manager of its fixed
income portfolio.
Management of the INCOME portfolio is handled on a day-to-day basis by a team
consisting of Mr. Nisbet and Paul C. Rocheleau. Mr. Rocheleau joined Crabbe
Huson in December, 1992.
29
<PAGE>
MANAGING THE FUNDS
YEAR 2000 COMPLIANCE
Like other investment companies, financial and business organizations and
individuals around the world, the Funds could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Funds' advisor,
administrator, distributor, and transfer agent ("Liberty Companies") are taking
steps that they believe are reasonably designed to address the Year 2000
Problem, including communicating with vendors who furnish services, software and
systems to the Funds, to provide that date-related information and data can be
properly processed after January 1, 2000. Many Fund service providers and
vendors, including the Liberty Companies, are in the process of making Year 2000
modifications to their software and systems and believe that such modifications
will be completed on a timely basis prior to January 1, 2000. However, no
assurances can be given that all modifications required to ensure proper data
processing and calculation on and after January 1, 2000 will be timely made or
that services to the Funds will not be adversely affected.
30
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Funds'
financial performance. Information is shown for the Funds' last five fiscal
years, which run from November 1 to October 31. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in the
Fund, assuming reinvestment of all dividends and distributions. This information
has been audited by KPMG LLP, independent auditors, whose report along with the
Funds' financial statements is included in their annual report. You can request
a free annual report by calling 1-800-426-3750.
CRABBE HUSON SMALL CAP FUND
<TABLE>
<CAPTION>
PERIOD ENDED
YEAR ENDED OCTOBER 31 OCTOBER 31 (a)
1998 1997 1996
CLASS A CLASS A CLASS A
<S> <C> <C> <C>
Net asset value -
Beginning of period ($) 15.48 11.02 10.00
- ----------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income (loss) (0.03) 0.00 0.03
- ----------------------------------------------------------------------------------------------------------------
Net realized & unrealized gain (loss) on investments (5.56) 4.62 0.99
- ----------------------------------------------------------------------------------------------------------------
Total from investment operations (5.59) 4.62 1.02
- ----------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS ($)
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 ($) 8.65 15.48 11.02
- ----------------------------------------------------------------------------------------------------------------
Total return % (38.64) 42.38 10.20(b)
- ----------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's) ($) 14,462 42,563 19,156
- ----------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets % (e) 1.37 1.50(c) 1.51(c)(d)
- ----------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets % (e) (0.65) 0.03 0.70(d)
- ----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate % 30.00 65.11 39.34
- ----------------------------------------------------------------------------------------------------------------
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED %
Ratio of expenses to average net assets (e) 1.62 1.73(c) 2.32(c)(d)
- ----------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (e) (0.90) (0.20) (0.11)(d)
- ----------------------------------------------------------------------------------------------------------------
RATIOS NET OF FEES PAID INDIRECTLY %
Ratio of expenses to average net assets (e) 1.37 1.50 1.50(d)
- ----------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (e) (0.65) 0.03 0.71(d)
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Commencement of operations - 2/20/96.
(b) Not annualized.
(c) Ratios include expenses paid indirectly through directed brokerage and
certain expense offset arrangement.
(d) Annualized.
(e) 1998 expense and net investment income ratio information is net of
benefits derived from custody credits which had no impact.
31
<PAGE>
FINANCIAL HIGHLIGHTS
THE CRABBE HUSON SPECIAL FUND
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
1998 1997 1996 1995 1994
CLASS A CLASS A CLASS A CLASS A CLASS A
<S> <C> <C> <C> <C> <C>
Net asset value -
Beginning of period ($) 16.80 13.71 13.80 14.08 11.82
- ---------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income 0.07 0.15 0.14 0.27 0.05
- ---------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments (6.92) 3.41 0.55 (0.29) 2.30
- ---------------------------------------------------------------------------------------------------------------------------
Total from investment operations (6.85) 3.56 0.69 (0.02) 2.35
- ---------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS ($)
Distributions from net investment income 0.14 0.14 0.21 0.02 0.00
- ---------------------------------------------------------------------------------------------------------------------------
Return of capital 0.02 -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------
Distributions in excess of net investment income 0.00 0.00 0.00 0.00 0.09
- ---------------------------------------------------------------------------------------------------------------------------
Distributions from capital gains 1.69 0.33 0.57 0.24 0.00
- ---------------------------------------------------------------------------------------------------------------------------
Total distributions 1.85 0.47 0.78 0.26 0.09
- ---------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period ($) 8.10 16.80 13.71 13.80 14.08
- ---------------------------------------------------------------------------------------------------------------------------
Total return (%) (44.94) 26.62 5.03 1.78 22.40
- ---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's) ($) 104,504 396,335 481,039 878,560 319,811
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (%) (b) 1.50 1.50 1.37(a) 1.40 1.44
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (%)
(b) 0.40 0.86 0.72 1.95 0.39
- ---------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 22.00 32.76 32.88 122.97 146.44
- ---------------------------------------------------------------------------------------------------------------------------
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED (%)
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (b) 1.84 1.58 1.37 1.40 1.54
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (b) 0.06 0.78 0.72 1.95 0.29
- ---------------------------------------------------------------------------------------------------------------------------
RATIOS NET OF FEES PAID INDIRECTLY (%)
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (b) 1.50 1.50 1.37 -- --
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (b) 0.40 0.86 0.72 -- --
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Ratios include expenses paid indirectly through directed brokerage and
certain expense offset arrangements.
(b) 1998 expense and net investment income ratio information is net of
benefits derived from custody credits which had no impact.
32
<PAGE>
FINANCIAL HIGHLIGHTS
CRABBE HUSON EQUITY FUND
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
1998 1997 1996 1995 1994
CLASS A CLASS A CLASS A CLASS A CLASS A
<S> <C> <C> <C> <C> <C>
Net asset value -
Beginning of period ($) 23.32 19.50 18.17 16.44 16.08
- ---------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income 0.07 0.07 0.11 0.22 0.19
- ---------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments (2.00) 5.36 2.33 1.75 0.57
- ---------------------------------------------------------------------------------------------------------------------------
Total from investment operations (1.93) 5.43 2.44 1.97 0.76
- ---------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS ($)
Distributions from net investment income 0.05 0.07 0.17 0.09 0.04
- ---------------------------------------------------------------------------------------------------------------------------
Distributions from capital gains 4.74 1.54 0.94 0.15 0.36
- ---------------------------------------------------------------------------------------------------------------------------
Total distributions 4.79 1.61 1.11 0.24 0.40
- ---------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period ($) 16.60 23.32 19.50 18.17 16.44
- ---------------------------------------------------------------------------------------------------------------------------
Total return (%) (10.08) 29.87 13.78 13.37 7.89
- ---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's) ($) 226,628 380,047 436,578 387,184 153,105
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (%) 1.39(a) 1.42(a) 1.38(a) 1.40 1.45
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets
(%) (b) 0.38 0.29 0.56 1.30 1.18
- ---------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 1.27 128.65 117.00 92.43 106.49
- ---------------------------------------------------------------------------------------------------------------------------
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED (%)
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets 1.42(a) 1.44(a) 1.38(a) 1.30 1.56
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets 0.35 0.27 0.56 1.28 1.06
- ---------------------------------------------------------------------------------------------------------------------------
RATIOS NET OF FEES PAID INDIRECTLY (%)
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets 1.38 1.42 1.37 -- --
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets 0.39 0.29 0.57 -- --
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Ratios include expenses paid indirectly through directed brokerage and
certain expense offset arrangements.
33
<PAGE>
FINANCIAL HIGHLIGHTS
CRABBE HUSON MANAGED INCOME & EQUITY FUND
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
1998 1997 1996 1995 1994
CLASS A CLASS A CLASS A CLASS A CLASS A
<S> <C> <C> <C> <C> <C>
Net asset value -
Beginning of period ($) 14.94 13.39 13.64 12.87 13.52
- ---------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income 0.29 0.32 0.30 0.34 0.30
- ---------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments (0.37) 2.29 0.88 1.21 (0.08)
- ---------------------------------------------------------------------------------------------------------------------------
Total from investment operations (0.08) 2.61 1.18 1.55 0.22
- ---------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS ($)
Distributions from net investment income 0.24 0.32 0.30 0.33 0.29
- ---------------------------------------------------------------------------------------------------------------------------
Distributions from capital gains 1.81 0.74 1.13 0.45 0.58
- ---------------------------------------------------------------------------------------------------------------------------
Total distributions 2.05 1.06 1.43 0.78 0.87
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 12.81 14.94 13.39 13.64 12.87
- ---------------------------------------------------------------------------------------------------------------------------
Total return (%) (0.69) 20.60 8.96 13.00 2.66
- ---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's) ($) 67,681 95,960 125,018 136,530 110,152
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (%) 1.32(a) 1.42(a) 1.47(a) 1.48 1.44
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (%) 2.27 2.25 2.22 2.57 2.30
- ---------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 115.00 118.65 252.29 225.70 149.19
- ---------------------------------------------------------------------------------------------------------------------------
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED (%)
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets 1.48(a) 1.55(a) 1.47(a) 1.49 1.52
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets 2.11 2.12 2.22 2.56 2.22
- ---------------------------------------------------------------------------------------------------------------------------
RATIOS NET OF FEES PAID INDIRECTLY (%)
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets 1.31 1.42 1.46 -- --
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets 2.28 2.25 2.22 -- --
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Ratios include expenses paid indirectly through directed brokerage and
certain expense offset arrangements.
34
<PAGE>
FINANCIAL HIGHLIGHTS
CRABBE HUSON CONTRARIAN INCOME FUND
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31
1998 1997 1996 1995 1994
CLASS A CLASS A CLASS A CLASS A CLASS A
<S> <C> <C> <C> <C> <C>
Net asset value -
Beginning of period ($) 10.58 10.20 10.26 9.71 10.75
- ----------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income 0.50 0.62 0.54 0.53 0.50
- ----------------------------------------------------------------------------------------------------------------------------
Net realized & unrealized gain (loss) on investments 0.59 0.38 (0.05) 0.58 (0.76)
- ----------------------------------------------------------------------------------------------------------------------------
Total from investment operations 1.09 1.00 0.49 1.11 (0.26)
- ----------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS ($)
Distributions from net investment income 0.79 0.62 0.55 0.53 0.50
- ----------------------------------------------------------------------------------------------------------------------------
Distributions in excess of net investment income 0.00 0.00 0.00 0.03 0.01
- ----------------------------------------------------------------------------------------------------------------------------
Distributions from capital gains 0.00 0.00 0.00 0.00 0.27
- ----------------------------------------------------------------------------------------------------------------------------
Total distributions ($) 0.79 0.62 0.55 0.56 0.78
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 10.88 10.58 10.20 10.26 9.71
- ----------------------------------------------------------------------------------------------------------------------------
Total return (%) 11.21 10.25 4.94 11.92 (2.71)
- ----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's) ($) 8,799 3,248 4,694 7,190 5,273
- ----------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (a) (%) 0.80 0.80 0.80 0.80 0.80
- ----------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (a)(%) 5.36 5.96 5.31 5.47 4.92
- ----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 158.00 56.37 468.75 543.15 306.79
- ----------------------------------------------------------------------------------------------------------------------------
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED (%)
- ----------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (a) 2.36 2.78 2.29 1.95 2.16
- ----------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (a) 3.80 3.98 3.82 4.32 3.56
- ----------------------------------------------------------------------------------------------------------------------------
RATIOS NET OF FEES PAID INDIRECTLY (%)
- ----------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (a) 0.80 0.80 0.80 -- --
- ----------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (a) 5.36 5.96 5.31 -- --
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) 1998 expenses and net investment income ratio information is net of
benefits derived from custody credits which had no impact.
35
<PAGE>
NOTES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
36
<PAGE>
NOTES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
37
<PAGE>
NOTES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
38
<PAGE>
FOR MORE INFORMATION
You can get more information about the Funds' investments in the Funds'
semi-annual and annual reports to shareholders. The annual report contains a
discussion of the market conditions and investment strategies that significantly
affected each Fund's performance over its last fiscal year.
You may wish to read the SAI for more information on the Funds and the
securities in which they invest. The SAI is incorporated into this prospectus by
reference, which means that it is considered to be part of this prospectus.
You can get free copies of reports and the SAI, request other information and
discuss your questions about the Funds by writing or calling the Funds'
Distributor at:
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-426-3750
www.libertyfunds.com
Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.
You can review and copy information about the Fund by visiting the following
location, and you can obtain copies upon payment of a duplicating fee, by
writing or calling the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330
INVESTMENT COMPANY ACT FILE NUMBERS:
Colonial Trust III: 811-00881
- - 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
- --------------------------------------------------------------------------------
[LOGO] L I B E R T Y
COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (C) 1998
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481(a)
(Crabbe Huson Real Estate Investment Fund, Class Z)
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Front Cover Page; Back Cover Page
2. The Fund
3. The Fund
4. The Fund
5. Not Applicable
6. Front Cover; Managing the Fund;
Your Account
7. Your Account
8. The Fund; Your Account
9. Financial Highlights
<PAGE>
THIS PROSPECTUS AND CLASS OF SHARES IS AVAILABLE FOR PURCHASE
ONLY BY OTHER INVESTMENT COMPANIES MANAGED BY AFFILIATES OF
THE ADVISOR
-------------------------------------------------------------
- --------------------------------------------------------------------------------
CRABBE HUSON REAL ESTATE INVESTMENT FUND PROSPECTUS, MARCH 1, 1999
- --------------------------------------------------------------------------------
- - CLASS Z
Advised by Crabbe Huson Group, Inc.
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved any shares offered in this
prospectus or determined whether this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
- --------------------------------------------------------------------------------
MAY LOSE VALUE
NOT FDIC-INSURED NO BANK GUARANTEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
TABLE OF CONTENTS
THE FUND
- ------------------------------------------------------------------------------
<S> <C>
Investment Goals....................................................
Primary Investment Strategies ......................................
Primary Investment Risks............................................
Performance History.................................................
Your Expenses.......................................................
YOUR ACCOUNT
- ------------------------------------------------------------------------------
How to Buy Shares...................................................
How to Exchange Shares..............................................
How to Sell Shares..................................................
Other Information About Your Account................................
MANAGING THE FUND
- ------------------------------------------------------------------------------
Investment Advisor..................................................
Portfolio Managers..................................................
Year 2000 Compliance................................................
FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------
</TABLE>
<PAGE>
THE FUND CRABBE HUSON REAL ESTATE INVESTMENT FUND
UNDERSTANDING CONTRARIAN INVESTING
The contrarian approach puts primary emphasis on security price, balance sheet
and 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
Funds attempts to identify and invest in such undervalued securities in the hope
that their market price will rise to their estimated intrinsic value.
INVESTMENT GOALS
- --------------------------------------------------------------------------------
The Fund seeks to provide growth of capital and current income.
PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
Under normal market conditions, the Fund invests at least 75% of its total
assets in equity securities of real estate investment trusts (REITs) and other
real estate industry companies. In managing the Fund, the advisor follows a
basic value, contrarian approach in selecting securities for its portfolio.
REITs are pooled investment vehicles that invest primarily in income producing
real estate or real estate related loans or interest. The Fund's REIT
investments will consist primarily of equity REITs which invest the majority of
their assets directly in real estate and derive income primarily from rents.
Other real estate industry companies in which the Fund may invest are companies
that derive at least 50% of their revenues or 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.
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit. Taking a temporary defensive
position may prevent the Fund from achieving its investment goals.
In seeking to achieve its goals, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principle focus of the Fund and therefore are not described in this prospectus.
These types of securities and investment practices are identified and discussed
in the Fund's Statement of Additional Information (SAI), which you may obtain by
contacting Liberty Funds Distributor, Inc. (see back cover for address and phone
number). Approval by the Fund's shareholders is required to modify or change the
Fund's goals or investment strategies.
2
<PAGE>
THE FUND CRABBE HUSON REAL ESTATE INVESTMENT FUND
PRIMARY INVESTMENT RISKS
- --------------------------------------------------------------------------------
The primary risks of investing in the Fund are described below. There are many
circumstances (that are not described here) which could cause you to lose money
by investing in the Fund or prevent the Fund from achieving its goals.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Investing in REITs involves certain unique risks in addition to those risks
associated with the real estate industry in general. The prices of equity REITs
are affected by changes in the value of the underlying property owned by the
REITs. REITs are subject to heavy cash flow dependency and default by borrowers.
A REIT must distribute 95% of its taxable income to qualify for beneficial
federal tax treatment. If a REIT is unable to qualify, then it would be taxed as
a corporation and distributions to shareholders would be reduced. In addition,
although the Fund does not invest directly in real estate, an investment in the
Fund is subject to certain of the risks associated with the ownership of real
estate. These risks include possible declines in the value of real estate, risks
related to general and local economic conditions, possible lack of availability
of mortgage funds, and changes in interest rates.
3
<PAGE>
THE FUND CRABBE HUSON REAL ESTATE INVESTMENT FUND
UNDERSTANDING PERFORMANCE
CALENDAR-YEAR TOTAL RETURN shows the Fund's Class A share performance for each
complete calendar year since it commenced operations. It includes the effects of
Fund expenses, but not the effects of sales charges. If sales charges were
included, these returns would be lower.
AVERAGE ANNUAL TOTAL RETURN is a measure of the Fund's performance over the past
one year and since inception periods. It includes the effects of Fund expenses.
The table shows Class A returns with sales charges.
The Fund's return is compared to the National Association Real Estate Trust
Index and the Lipper Real Estate Funds Average. Unlike the Fund, the Index does
not incur fees or charges. It is not possible to invest in the Index. The Lipper
Average is the average return of the funds included in Lipper's Real Estate
Funds category .
PERFORMANCE HISTORY
- --------------------------------------------------------------------------------
The bar chart below shows the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class A shares. The
performance table following the bar chart shows how the Fund's Class A average
annual returns compare with those of a broad measure of market performance for
one year and the life of the Fund As of December 31, 1998, no Class B or Class C
shares had been issued, however they would have had substantially similar
returns to those of Class A. The chart and table are intended to illustrate some
of the risks of investing in the Fund by showing the changes in the Fund's
performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include the effect of any expense
reduction arrangements. If these arrangements were not in place, then the
performance results would have been lower. Any reduction arrangements may be
discontinued at any time.
CALENDAR-YEAR TOTAL RETURNS (CLASS A)
[BAR CHART]
<TABLE>
<S> <C>
1995 ....... 9.47%
1996 ....... 36.04%
1997 ....... 18.75%
1998 ....... -13.22%
</TABLE>
Best quarter: Fourth quarter 1996, +16.31%
Worst quarter: Third quarter 1998, -11.65%
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS END DECEMBER 31, 199
<TABLE>
<CAPTION>
SINCE
INCEPTION
(APRIL 4,
1 YEAR 1994)
- --------------------------------------------------------------------------------
<S> <C> <C>
Class A (%) -17.34 8.44
- --------------------------------------------------------------------------------
National Association Real
Estate Trust Index (%) -17.50 N/A
- --------------------------------------------------------------------------------
Lipper Real Estate Funds Average (%) -15.46 N/A
</TABLE>
4
<PAGE>
THE FUND CRABBE HUSON REAL ESTATE INVESTMENT FUND
UNDERSTANDING EXPENSES
Shareholder Fees are paid directly by shareholders to the Fund's distributor.
Annual Fund Operating Expenses are deducted from the Fund. They include
management fees, brokerage costs, and administrative costs including pricing and
custody services.
Example Expenses helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain the same
- - No expense reductions in effect
YOUR EXPENSES
- --------------------------------------------------------------------------------
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS Z
<S> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 0.00
- -------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering
price) 0.00
- -------------------------------------------------------------
Redemption fee(1) (as a percentage of amount
redeemed, if applicable) None
</TABLE>
ESTIMATED ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND
ASSETS
<TABLE>
<CAPTION>
CLASS Z
<S> <C>
Management fee(2) (%) 1.05
- -------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.00
- -------------------------------------------------------------
Other expenses(2) (%) 0.56(3)
- -------------------------------------------------------------
Total annual fund operating expenses(3) (%) 1.61
</TABLE>
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class Z $164 $509 $877 $1,913
------------------------------------------------------------------------------------
</TABLE>
(1) There is a $7.50 charge for wiring sale proceeds to your bank.
(2) Expenses shown are restated to reflect current fees and expenses. The
Fund's advisor voluntarily waives a portion of its advisory fee. As a
result, the management fee would have been 0.69% and total annual
operating expenses would have been 1.25%.
(3) Estimated based on Class A expenses.
5
<PAGE>
- --------------------------------------------------------------------------------
YOUR ACCOUNT
- --------------------------------------------------------------------------------
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When the Fund receives your
purchase request in "good form," your shares will be bought at the next
calculated net asset value (NAV). In "good form" means that you placed your
order with your brokerage firm or your payment has been received and your
application is complete, including all necessary signatures.
OUTLINED BELOW ARE VARIOUS WAYS YOU CAN PURCHASE SHARES:
<TABLE>
<CAPTION>
METHOD INSTRUCTIONS
<S> <C>
Through your Your financial advisor can help you establish your account and
financial advisor buy Fund shares on your behalf.
- ------------------------------------------------------------------------------------
By check For new accounts, send a completed application and check made
(new account) payable to the Fund to the transfer agent, Liberty Funds
Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
- ------------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional
(existing account) investment stub included in your quarterly statement, or send a
letter of instruction including your Fund name and account
number with a check made payable to the Fund to Liberty
Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
- ------------------------------------------------------------------------------------
By exchange You may acquire shares by exchanging shares you
own in one fund for shares of the same class of the Fund
at no additional cost. To exchange by telephone, call
1-800-422-3737.
- ------------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank account
to your fund account. To wire funds to your fund account, call
1-800-422-3737 to obtain a control number and the wiring
instructions.
- ------------------------------------------------------------------------------------
By electronic You may purchase shares by electronically transferring money
funds transfer from your bank account to your fund account by calling
(EFT) 1-800-422-3737. Your money may take up to two business days to
be invested. You must set up this feature prior to your
telephone request. Be sure to complete the appropriate section
of the application.
- ------------------------------------------------------------------------------------
Automatic You may make monthly or quarterly investments automatically
investment plan from your bank account to your fund account. You can select a
pre-authorized amount to be sent via EFT. Be sure to complete
the appropriate section of the application for this feature.
- ------------------------------------------------------------------------------------
By dividend You may automatically invest dividends distributed by one fund
diversification into the same class of shares of another fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>
6
<PAGE>
YOUR ACCOUNT
HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
You may exchange your shares for shares of the same share class of another fund
at NAV. Unless your account is part of a tax-deferred retirement plan, an
exchange is a taxable event. Therefore, you may realize a gain or a loss for tax
purposes. The Fund may terminate your exchange privilege if the advisor
determines that your exchange activity is likely to adversely impact the
advisor's ability to manage the Fund. To exchange by telephone, call
1-800-422-3737.
HOW TO SELL SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you determine if and when you should sell your
shares. You may sell shares of the Fund on any regular business day that the New
York Stock Exchange (NYSE) is open.
When the Fund receives your sales request in "good form," shares will be sold at
the next calculated price. In "good form" means that money used to purchase your
shares is fully collected. When selling shares by letter of instruction, "good
form" means (i) your letter has complete instructions, (ii) the proper
signatures and signature guarantees and (iii) any other required documents are
attached. For additional documents required for sales by corporations, agents,
fiduciaries and surviving joint owners, please call 1-800-345-6611. Retirement
Plan accounts have special requirements, please call 1-800-799-7526 for more
information.
The Fund will generally send proceeds from the sale to you within seven days.
However, if you purchased your shares by check, the Fund may delay sending the
proceeds for up to 15 days after your initial purchase to protect against checks
that are returned.
7
<PAGE>
YOUR ACCOUNT
OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR SELLING SHARES:
<TABLE>
<CAPTION>
METHOD INSTRUCTIONS
<S> <C>
Through your You may call your financial advisor to place your sell order.
financial advisor To receive the current trading day's price, your financial
advisor firm must receive your request prior to the close
of the NYSE, usually 4:00 p.m Eastern time.
- -------------------------------------------------------------------------------------
By exchange You or your financial advisor may sell shares by
exchanging from the Fund into the same share class of
another fund at no additional cost. To exchange by
telephone, call 1-800-422-3737.
- -------------------------------------------------------------------------------------
By telephone You or your financial advisor may sell shares by telephone and
request that a check be sent to your address of record by
calling 1-800-422-3737. The dollar limit for telephone sales is
$100,000 in a 30-day period. You do not need to set up this
feature in advance of your call.
- -------------------------------------------------------------------------------------
By mail You may send a signed letter of instruction (LOI) or stock
power form along with any certificates to be sold to the
address below. In your LOI, note your fund's name, share class,
account number, and the dollar value or number of shares you
wish to sell. All account owners must sign the letter, and
signatures must be guaranteed by either a bank, a member firm
of a national stock exchange or another eligible guarantor
institution. Additional documentation is required for sales by
corporations, agents, fiduciaries, surviving joint owners and
individual retirement account (IRA) owners. For details, call
1-800-345-6611.
Mail your LOI to Liberty Funds Services, Inc., P.O. Box 1722,
Boston, MA 02105-1722.
- -------------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be wired to
your bank. You must set up this feature prior to your telephone
request. Be sure to complete the appropriate section of the
account application for this feature.
- -------------------------------------------------------------------------------------
By electronic You may sell shares and request that the proceeds be
funds transfer electronically transferred to your bank. Proceeds may take up
to two business days to be received by your bank. You must
set up this feature prior to your request. Be sure to
complete the appropriate section of the account application
for this feature.
</TABLE>
8
<PAGE>
YOUR ACCOUNT
OTHER INFORMATION ABOUT YOUR ACCOUNT
- --------------------------------------------------------------------------------
HOW THE FUND'S SHARE PRICE IS DETERMINED The price of the Fund's Class Z shares
is based on its NAV. The NAV is determined at the close of the NYSE, usually
4:00 p.m. Eastern time on each business day that the NYSE is open (typically
Monday through Friday).
When you request a transaction, it will be processed at the NAV next determined
after your request is received in good form by LFD. In most cases, in order to
receive that day's price, LFD must receive your order before that day's
transactions are processed. If you request a transaction through your financial
advisor's firm, the firm must receive your order by the close of trading on the
NYSE to receive that day's price.
The Fund determines its NAV for each share class by dividing its total net
assets by the number of shares outstanding. In determining the NAV, the Fund
must determine the price of each security in its portfolio at the close of each
trading day. Securities for which market quotations are available are valued
each day at the current market value. However, where market quotations are
unavailable, or when the advisor believes that subsequent events have made them
unreliable, the Fund may use other data to determine the fair value of the
securities.
ACCOUNT FEES If your account value falls below $1,000 (other than as a result of
depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Funds' transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring the
value above $1,000 prior to the fee date, the fee will not be deducted.
SHARE CERTIFICATES Share certificates are not available for Class Z shares.
9
<PAGE>
YOUR ACCOUNT
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may experience
capital gains and losses on sales of its securities. The Fund distributes
substantially all of its net investment income and capital gains to
shareholders. As a shareholder, you are entitled to a portion of the Fund's
income and capital gains based on the number of shares you own at the time these
distributions are declared.
DIVIDENDS, DISTRIBUTIONS, AND TAXES The Fund has the potential to make the
following distributions:
TYPES OF DISTRIBUTIONS
<TABLE>
<S> <C>
Dividend/ordinary Represents interest and dividends earned from securities held
income by the Fund.
- --------------------------------------------------------------------------------------
Capital gains Represents capital gains on sales of securities.
</TABLE>
DISTRIBUTION OPTIONS The Fund distributes dividends quarterly and capital gains
at least annually. You can choose one of the following options for these
distributions when you open your account.(1) To change your distribution option
call 1-800-345-6611.
DISTRIBUTION OPTIONS
Reinvest all distributions in additional shares of your current fund
- -------------------------------------------------------------------------------
Reinvest all distributions in shares of another fund
- -------------------------------------------------------------------------------
Receive dividends in cash and reinvest capital gains(2)
- -------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options)(2)
- - send the check to your address of record
- - send the check to a third party address
- - transfer the money to your bank via electronic funds transfer (EFT)
TAX CONSEQUENCES Regardless of whether you receive your distributions in cash or
reinvest them in additional Fund shares, all Fund distributions are subject to
federal income tax. Depending on the state where you live, distributions may
also be subject to state and local income taxes.
In general, any dividends and short-term capital gains distributions are taxable
as ordinary income. Distributions of long-term capital gains are generally
taxable as capital gains. You will be provided with information each year
regarding the amount of ordinary income and capital gains distributed to you for
the previous year and any portion of your distributions which is exempt from
state and local taxes. Your investment in the Fund may have additional personal
tax implications. Please consult your tax advisor on state, local or other
applicable tax laws.
In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund. Such transactions may be subject to federal income tax.
(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of the Fund.
(2) Distributions of $10 or less will automatically be reinvested in
additional Fund shares. If you elect to receive distributions by check and
the check is returned as undeliverable, or if you do not cash a
distribution check within six months of the check date, the distribution
will be reinvested in additional shares of the Fund.
10
<PAGE>
MANAGING THE FUND
INVESTMENT ADVISOR
- --------------------------------------------------------------------------------
Crabbe Huson Group, Inc. (Crabbe Huson), located at 121 S.W. Morrison, Suite
1400, Portland, Oregon 97204, is the Fund's investment advisor. In its duties as
investment advisor, Crabbe Huson runs the Fund's day-to-day business, including
placing all orders for the purchase and sale of each Fund's portfolio
securities. Crabbe Huson has been an investment advisor since 1980. As of
December 31, 1998, Crabbe Huson managed over $3 billion in assets.
For the 1998 fiscal year, aggregate advisory fees paid to Crabbe Huson by the
Fund amounted to 0.61% of average daily net assets of the Fund.
PORTFOLIO MANAGERS
- --------------------------------------------------------------------------------
JOHN E. MAACK has been employed by Crabbe Huson as a portfolio manager and
securities analyst since 1988.
MICHAEL B. STOKES joined Crabbe Huson in August, 1996. Prior to joining Crabbe
Huson, Mr. Stokes was a financial analyst for Salomon Brothers from July, 1994
to June, 1996.
YEAR 2000 COMPLIANCE
- --------------------------------------------------------------------------------
Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's advisor,
administrator, distributor, and transfer agent ("Liberty Companies") are taking
steps that they believe are reasonably designed to address the Year 2000
Problem, including communicating with vendors who furnish services, software and
systems to the Fund, to provide that date-related information and data can be
properly processed after January 1, 2000. Many Fund service providers and
vendors, including the Liberty Companies, are in the process of making Year 2000
modifications to their software and systems and believe that such modifications
will be completed on a timely basis prior to January 1, 2000. 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.
11
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last five fiscal
years, which run from November 1 to October 31. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in the
Fund, assuming reinvestment of all dividends and distributions. This information
has been audited by KPMG LLP, independent auditors, whose report, along with the
Fund's financial statements, are included in the Fund's annual report. You can
request a free annual report by calling 1-800-426-3750.
CRABBE HUSON REAL ESTATE INVESTMENT FUND
<TABLE>
<CAPTION>
Period
ended
Year ended October 31 October 31
1998 1997 1996 1995 1994(a)
Class A Class A Class A Class A Class 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($)
Net investment income 0.40 0.38 0.38 0.44 0.37
- -----------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments (2.00) 3.02 2.01 0.31 (0.64)
- -----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations (1.60) 3.40 2.39 0.75 (0.27)
- -----------------------------------------------------------------------------------------------------------------------------------
Less Distributions ($)
Distributions from net investment income 0.36 0.38 0.38 0.44 0.23
- -----------------------------------------------------------------------------------------------------------------------------------
Distributions from capital gains 1.69 0.51 0.12 0.12 0.00
- -----------------------------------------------------------------------------------------------------------------------------------
Total distributions 2.05 0.89 0.50 0.56 0.23
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 10.44 14.09 11.58 9.69 9.50
- -----------------------------------------------------------------------------------------------------------------------------------
Total return (%) (13.39) 30.56 25.39 8.31 (3.25)(b)
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's) ($) 17,423 34,259 20,649 18,986 18,280
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (%) (e) 1.50 1.50(d) 1.50(d) 1.50 1.01(c)
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (%)
(e) 3.71 2.93 3.59 4.59 6.30(c)
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 97.00 80.01 120.19 59.53 43.30
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios if Fees Had Not Been Waived and/or Reimbursed (%)
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (e) 1.92 1.76(d) 1.88(d) 1.89 2.03(c)
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (e) 3.29 2.66 3.21 4.20 5.28(c)
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios Net of Fees Paid Indirectly %
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (e) 1.50 1.50 1.50 -- --
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (e) 3.71 2.93 3.59 -- --
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Commencement of operations - 4/4/94.
(b) Not annualized.
(c) Annualized.
(d) Ratios include expenses paid indirectly through directed brokerage and
certain expense offset arrangements.
(e) 1998 expense and net investment income ratio information is net of
benefits derived from custody credits which had no impact.
12
<PAGE>
NOTES
13
<PAGE>
NOTES
14
<PAGE>
FOR MORE INFORMATION
- --------------------------------------------------------------------------------
You can get more information about the Fund's investments in the Fund's
semi-annual and annual reports to shareholders. The annual report contains a
discussion of the market conditions and investment strategies that significantly
affected the Fund's performance over its last fiscal year.
You may wish to read the SAI for more information on the Fund and the securities
in which it invests. The SAI is incorporated into this prospectus by reference,
which means that it is considered to be part of this prospectus.
You can get free copies of reports and the SAI, request other information and
discuss your questions about the Fund by writing or calling the Fund's
Distributor at:
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-426-3750
www.libertyfunds.com
Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.
You can review and copy information about the Fund by visiting the following
location, and you can obtain copies, upon payment of a duplicating fee, by
writing or calling the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.
INVESTMENT COMPANY ACT FILE NUMBERS:
Colonial Trust III: 811-00881
- - Crabbe Huson Real Estate Investment Fund
- --------------------------------------------------------------------------------
[LIBERTY LOGO]
COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (c) 1998
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481(a)
(Crabbe Huson Real Estate Investment Fund, Classes A, B, C)
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Front Cover Page; Back Cover Page
2. The Fund
3. The Fund
4. The Fund
5. Not Applicable
6. Front Cover; Managing the Fund;
Your Account
7. Your Account
8. The Fund; Your Account
9. Financial Highlights
<PAGE>
CRABBE HUSON REAL ESTATE INVESTMENT FUND PROSPECTUS, MARCH 1, 1999
Advised by Crabbe Huson Group, Inc.
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved any shares offered in this
prospectus or determined whether this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE
Table of Contents
THE FUND
- -----------------------------------------
Investment Goals.........................
Primary Investment Strategies............
Primary Investment Risks.................
Performance History......................
Your Expenses............................
YOUR ACCOUNT
- -----------------------------------------
How to Buy Shares........................
Sales Charges............................
How to Exchange Shares...................
How to Sell Shares.......................
Distribution and Service Fees............
Other Information About Your Account.....
MANAGING THE FUND
- -----------------------------------------
Investment Advisor.......................
Portfolio Managers.......................
Year 2000 Compliance.....................
FINANCIAL HIGHLIGHTS
- -----------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
THE FUND CRABBE HUSON REAL ESTATE INVESTMENT FUND
- --------------------------------------------------------------------------------
UNDERSTANDING CONTRARIAN INVESTING
The contrarian approach puts primary emphasis on security price, balance sheet
and 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.
INVESTMENT GOALS
- --------------------------------------------------------------------------------
The Fund seeks to provide growth of capital and current income.
PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
Under normal market conditions, the Fund invests at least 75% of its total
assets in equity securities of real estate investment trusts (REITs) and other
real estate industry companies. In managing the Fund, the advisor follows a
basic value, contrarian approach in selecting securities for its portfolio.
REITs are pooled investment vehicles that invest primarily in income producing
real estate or real estate related loans or interest. The Fund's REIT
investments will consist primarily of equity REITs which invest the majority of
their assets directly in real estate and derive income primarily from rents.
Other real estate industry companies in which the Fund may invest are companies
that derive at least 50% of their revenues or 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.
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit. Taking a temporary defensive
position may prevent the Fund from achieving its investment goals.
In seeking to achieve its goals, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principle focus of the Fund and therefore are not described in this prospectus.
These types of securities and investment practices are identified and discussed
in the Fund's Statement of Additional Information (SAI), which you may obtain by
contacting Liberty Funds Distributor, Inc. (see back cover for address and phone
number). Approval by the Fund's shareholders is required to modify or change the
Fund's goals or investment strategies.
2
<PAGE>
THE FUND CRABBE HUSON REAL ESTATE INVESTMENT FUND
PRIMARY INVESTMENT RISKS
- --------------------------------------------------------------------------------
The primary risks of investing in the Fund are described below. There are many
circumstances (that are not described here) which could cause you to lose money
by investing in the Fund or could prevent the Fund from achieving its goals.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Investing in REITs involves certain unique risks in addition to those risks
associated with the real estate industry in general. The prices of equity REITs
are affected by changes in the value of the underlying property owned by the
REITs. REITs are subject to heavy cash flow dependency and default by borrowers.
A REIT must distribute 95% of its taxable income to qualify for beneficial
federal tax treatment. If a REIT is unable to qualify, then it would be taxed as
a corporation and distributions to shareholders would be reduced. In addition,
although the Fund does not invest directly in real estate, an investment in the
Fund is subject to certain of the risks associated with the ownership of real
estate. These risks include possible declines in the value of real estate, risks
related to general and local economic conditions, possible lack of availability
of mortgage funds, and changes in interest rates.
3
<PAGE>
THE FUND CRABBE HUSON REAL ESTATE INVESTMENT FUND
UNDERSTANDING PERFORMANCE
CALENDAR-YEAR TOTAL RETURN shows the Fund's Class A share performance for each
complete calendar year since it commenced operations. It includes the effects of
Fund expenses, but not the effects of sales charges. If sales charges were
included, these returns would be lower.
AVERAGE ANNUAL TOTAL RETURN IS a measure of the Fund's performance over the past
one--year and since inception periods. It includes the effects of Fund expenses.
The table shows Class A returns with sales charges.
The Fund's return is compared to the National Association Real Estate Trust
Index and the Lipper Real Estate Funds Average. Unlike the Fund, the Index does
not incur fees or charges. It is not possible to invest in the Index. The Lipper
Average is the average return of the funds included in Lipper's Real Estate
Funds category.
PERFORMANCE HISTORY
- --------------------------------------------------------------------------------
The bar chart below shows the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class A shares,
which are offered in a separate prospectus. Class A share information is
presented because the Fund's Class Z shares have been offered for less than 1
year. The performance table following the bar chart shows how the Fund's Class A
average annual returns compare with those of a broad measure of market
performance for one year and the life of the Fund. The chart and table are
intended to illustrate some of the risks of investing in the Fund by showing the
changes in the Fund's performance. All returns include the reinvestment of
dividends and distributions. As with all mutual funds, past performance does not
predict the Fund's future performance. Performance results include the effects
of any expense reduction arrangements. If these arrangements were not in place,
then the performance results would have been lower. Any reduction arrangements
may be discontinued at any time.
CALENDAR-YEAR TOTAL RETURNS
[BAR CHART]
<TABLE>
<S> <C>
1989
1990
1991
1992
1993
1994
1995 9.47%
1996 36.04%
1997 18.75%
1998 -13.22%
</TABLE>
Best quarter: Fourth quarter 1996, +16.31%
Worst quarter: Third quarter 1998, -11.65%
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS END DECEMBER 31, 1998
<TABLE>
<CAPTION>
SINCE
INCEPTION
(APRIL 4,
1 YEAR 1994)
- ---------------------------------------------------------------------
<S> <C> <C>
Class A (%) -17.34 8.44
- ---------------------------------------------------------------------
National Association Real
Estate Trust Index (%) -17.50 N/A
- ---------------------------------------------------------------------
Lipper Real Estate Funds Average (%) -15.46 N/A
</TABLE>
4
<PAGE>
5
<PAGE>
THE FUND CRABBE HUSON REAL ESTATE INVESTMENT FUND
UNDERSTANDING EXPENSES
SHAREHOLDER FEES are paid directly by shareholders to the Fund's distributor.
ANNUAL FUND OPERATING EXPENSES are deducted from the Fund. They include
management fees, 12b-1 fees, brokerage costs, and administrative costs including
pricing and custody services.
EXAMPLE EXPENSES helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain the same
- - No expense reductions in effect
YOUR EXPENSES
- --------------------------------------------------------------------------------
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 4.75 0.00 0.00
- -------------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering
price) 1.00(1) 5.00 1.00
- -------------------------------------------------------------------------------
Redemption fee(2) (as a percentage of amount
redeemed, if applicable) None None None
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management fee(3)(%) 1.05 1.05 1.05
- --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
- --------------------------------------------------------------------------------
Other expenses(3)(%) 0.56 0.56(4) 0.56(4)
- --------------------------------------------------------------------------------
Total annual fund operating expenses(3) (%) 1.86 2.61(4) 2.61(4)
</TABLE>
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class A $655 $1,032 $1,434 $2,553
- ------------------------------------------------------------------------------
Class B: did not sell your shares $264 $812 $1,386 $2,764
sold all your shares at
the end of the period $764 $1,112 $1,586 $2,764
- ------------------------------------------------------------------------------
Class C: did not sell your shares $264 $812 $1,386 $2,946
sold all your shares at
the end of the period $364 $812 $1,386 $2,946
</TABLE>
(1) This charge applies only to purchases of $1 million to $5 million if
shares are redeemed within 18 months after purchase.
(2) There is a $7.50 charge for wiring sale proceeds to your bank.
(3) Expenses shown are restated to reflect current fees and expenses. The
Fund's advisor voluntarily waived a portion of its advisory fee. As a
result, the management fee would have been 0.69% for each share class and
total annual operating expenses would have been 1.50% for Class A shares
and 2.25% for Class B and Class C shares.
(4) Estimated based on Class A share expenses.
6
<PAGE>
YOUR ACCOUNT
INVESTMENT MINIMUMS(1)
<TABLE>
<S> <C>
Initial Investment............. $1,000
Subsequent Investments......... $ 50
Automatic Purchase Plans....... $ 50
Retirement Plans............... $ 25
</TABLE>
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When the Fund receives your
purchase request in "good form," your shares will be bought at the next
calculated public offering price. In "good form" means that you placed your
order with your brokerage firm or your payment has been received and your
application is complete, including all necessary signatures.
OUTLINED BELOW ARE VARIOUS WAYS YOU CAN PURCHASE SHARES:
METHOD INSTRUCTIONS
Through your Your financial advisor can help you establish your account
financial advisor and buy Fund shares on your behalf.
- --------------------------------------------------------------------------------
By check For new accounts, send a completed application and check
(new account) made payable to the Fund to the transfer agent, Liberty
Funds Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
- --------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional
(existing account) investment stub included in your quarterly statement, or
send a letter of instruction including your Fund name and
account number with a check made payable to the Fund to
Liberty Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
- --------------------------------------------------------------------------------
By exchange You may acquire shares by exchanging shares you own in one
fund for shares of the same class of the Fund at no
additional cost. To exchange by telephone, call
1-800-422-3737.
- --------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank
account to your fund account. To wire funds to your fund
account, call 1-800-422-3737 to obtain a control number and
the wiring instructions.
- --------------------------------------------------------------------------------
By electronic You may purchase shares by electronically transferring
funds transfer (EFT) money from your bank account to your fund account by
calling 1-800-422-3737. Your money may take up to two
business days to be invested. You must set up this feature
prior to your telephone request. Be sure to complete the
appropriate section of the application.
- --------------------------------------------------------------------------------
Automatic You may make monthly or quarterly investments automatically
investment plan from your bank account to your fund account. You can select
a pre-authorized amount to be sent via EFT. Be sure to
complete the appropriate section of the application for
this feature.
- --------------------------------------------------------------------------------
By dividend You may automatically invest dividends distributed by one
diversification fund into the same class of shares of another fund at no
additional sales charge. To invest your dividends in
another fund, call 1-800-345-6611.
(1) The Fund reserves the right to change the investment minimums. The Fund
also reserves the right to refuse a purchase order for any reason,
including if it believes that doing so would be in the best interest of
the Fund and its shareholders.
7
<PAGE>
YOUR ACCOUNT
CHOOSING A SHARE CLASS
The Fund offers three classes of shares in this prospectus - CLASS A, B AND C.
Each share class has its own sales charge and expense structure. Determining
which share class is best for you depends on the dollar amount you are investing
and the number of years for which you are willing to invest. Purchases of more
than $250,000 but less than $1 million can be made only in Class A or Class C
shares. Purchases of $1 million or more are automatically invested in Class A
shares. Based on your personal situation, your investment advisor can help you
decide which class of shares makes the most sense for you
SALES CHARGES
- --------------------------------------------------------------------------------
You may be subject to an initial sales charge when you purchase, or a contingent
deferred sales charge (CDSC) when you sell, shares of the Fund. These sales
charges are described below. In certain circumstances these sales charges are
waived, as described below and in the SAI.
CLASS A SHARES Your purchases of Class A shares generally are at the Public
Offering Price (POP). This price includes a sales charge that is based on the
amount of your initial investment when you open your account. The sales charge
you pay on additional investments is based on the total amount of your purchase
and the current value of your account. The amount of the sales charge differs
depending on the amount you invest as shown in the table below. The table below
also shows the commission paid to the financial advisor firm on sales of Class A
shares.
FUND
<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE (POP) INVESTMENT ADVISOR FIRM
<S> <C> <C> <C>
Less than $50,000 4.75 4.99 4.25
- --------------------------------------------------------------------------------
$50,000 to less than $100,000 4.50 4.71 4.00
- --------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50 3.63 3.00
- --------------------------------------------------------------------------------
$250,000 to less than $500,000 2.50 2.56 2.00
- --------------------------------------------------------------------------------
$500,000 to less than $1,000,000 2.00 2.04 1.75
- --------------------------------------------------------------------------------
$1,000,000 or more(1) 0.00 0.00 0.00
- --------------------------------------------------------------------------------
</TABLE>
(1) Redemptions from Class A share accounts with shares valued between $1
million and $5 million may be subject to a CDSC. Class A share purchases
that bring your account value above $1 million are subject to a 1% CDSC if
redeemed within 18 months of their purchase date. The 18-month period
begins on the first day of the month following each purchase.
8
<PAGE>
YOUR ACCOUNT
UNDERSTANDING CONTINGENT DEFERRED SALES CHARGES (CDSC)
Certain investments in Class A, B and C shares are subject to a CDSC. You will
pay the CDSC only on shares you sell within a certain amount of time after
purchase. The CDSC generally declines each year until there is no charge for
selling shares. The CDSC is applied to the NAV at the time of purchase or sale,
whichever is lower. For purposes of calculating the CDSC, the start of the
holding period is the month-end of the month in which the purchase is made.
Shares you purchase with reinvested dividends or capital gains are not subject
to a CDSC. When you place an order to sell shares, the Fund will automatically
sell first those shares not subject to a CDSC and then those you have held the
longest. This policy helps reduce and possibly eliminate the potential impact of
the CDSC.
For Class A share purchases of $1 million or more, financial advisors receive a
commission from the Fund's distributor, Liberty Funds Distributor, Inc. (LFD),
as follows:
PURCHASES OVER $1 MILLION
<TABLE>
<CAPTION>
AMOUNT PURCHASED COMMISSION %
<S> <C>
First $3 million 1.00
- --------------------------------------------------------------------------------
Next $2 million 0.50
- --------------------------------------------------------------------------------
Over $5 million 0.25(1)
</TABLE>
(1) Paid over twelve months but only to the extent the shares remain outstanding
REDUCED SALES CHARGES FOR LARGER INVESTMENTS There are two ways for you to pay a
lower sales charge when purchasing Class A shares. The first is through Rights
of Accumulation. If the combined value of the Fund accounts maintained by you,
your spouse or your minor children reaches a discount level (according to the
chart on the previous page), your next purchase will receive the lower sales
charge. The second is by signing a Statement of Intent within 90 days of your
purchase. By doing so, you would be able to pay the lower sales charge on all
purchases by agreeing to invest a total of at least $50,000 within 13 months. If
your Statement of Intent purchases are not completed within 13 months, you will
be charged the applicable sales charge. In addition, certain investors may
purchase shares at a reduced sales charge or at net asset value (NAV), which is
the value of a Fund share excluding any sales charges. See the SAI for a
description of these situations.
CLASS B SHARES Your purchases of Class B shares are at the Fund's NAV. Class B
shares have no front-end sales charge, but carry a CDSC, or back-end charge,
that is imposed only on shares sold prior to the completion of the periods shown
in the chart below. The CDSC generally declines each year and eventually
disappears over time. Class B shares automatically convert to Class A shares
after eight years. LFD pays the financial advisor firm an upfront commission of
45.00% on sales of Class B shares.
9
<PAGE>
YOUR ACCOUNT
FUND
<TABLE>
<CAPTION>
% DEDUCTED WHEN
HOLDING PERIOD AFTER PURCHASE SHARES ARE SOLD
<S> <C>
Through first year 5.00
- --------------------------------------------------------------------------------
Through second year 4.00
- --------------------------------------------------------------------------------
Through third year 3.00
- --------------------------------------------------------------------------------
Through fourth year 3.00
- --------------------------------------------------------------------------------
Through fifth year 2.00
- --------------------------------------------------------------------------------
Through sixth year 1.00
- --------------------------------------------------------------------------------
Longer than six years 0.00
</TABLE>
CLASS C SHARES Similar to Class B shares, your purchases of Class C shares are
at the Fund's NAV. Although Class C shares have no front-end sales charge, they
carry a CDSC of 1% that is applied to shares sold within the first year after
they are purchased. After holding shares for one year, you may sell them at any
time without paying a CDSC. LFD pays the financial advisor firm an upfront
commission of 1.00% on sales of Class C shares.
FUND
<TABLE>
<CAPTION>
YEARS AFTER PURCHASE % DEDUCTED WHEN SHARES ARE SOLD
<S> <C>
Through first year 1.00
- --------------------------------------------------------------------------------
Longer than one year 0.00
</TABLE>
10
<PAGE>
YOUR ACCOUNT
HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
You may exchange your shares for shares of the same share class of another fund
distributed by LFD at NAV. If your shares are subject to a CDSC, you will not be
charged a CDSC upon the exchange. However, when you sell the shares acquired
through the exchange, the shares sold may be subject to a CDSC, depending upon
when you originally purchased the shares you exchanged. For purposes of
computing the CDSC, the length of time you have owned your shares will be
computed from the date of your original purchase and the applicable CDSC will be
the CDSC of the original fund. Unless your account is part of a tax-deferred
retirement plan, an exchange is a taxable event. Therefore, you may realize a
gain or a loss for tax purposes. The Fund may terminate your exchange privilege
if the advisor determines that your exchange activity is likely to adversely
impact the advisor's ability to manage the Fund. To exchange by telephone, call
1-800-422-3737.
HOW TO SELL SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you determine if and when you should sell your
shares. You may sell shares of the Fund on any regular business day that the New
York Stock Exchange (NYSE) is open.
When the Fund receives your sales request in "good form," shares will be sold at
the next calculated price. In "good form" means that money used to purchase your
shares is fully collected. When selling shares by letter of instruction, "good
form" means (i) your letter has complete instructions, (ii) the proper
signatures and signature guarantees, (iii) you have included any certificates
for shares to be sold and (iv) any other required documents are attached. For
additional documents required for sales by corporations, agents, fiduciaries and
surviving joint owners, please call 1-800-345-6611. Retirement Plan accounts
have special requirements, please call 1-800-799-7526 for more information.
The Fund will generally send proceeds from the sale to you within seven days.
However, if you purchased your shares by check, the Fund may delay sending the
proceeds for up to 15 days after your initial purchase to protect against checks
that are returned.
11
<PAGE>
YOUR ACCOUNT
OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR SELLING SHARES:
METHOD INSTRUCTIONS
Through your You may call your financial advisor to place your sell
financial advisor order. To receive the current trading day's price, your
financial advisor firm must receive your request prior to
the close of the New York Stock Exchange (NYSE), usually
4:00 p.m Eastern time.
- --------------------------------------------------------------------------------
By exchange You or your financial advisor may sell shares by exchanging
from the Fund into the same share class of another fund at
no additional cost. To exchange by telephone, call
1-800-422-3737.
- --------------------------------------------------------------------------------
By telephone You or your financial advisor may sell shares by telephone
and request that a check be sent to your address of record
by calling 1-800-422-3737. The dollar limit for telephone
sales is $100,000 in a 30-day period. You do not need to
set up this feature in advance of your call.
- --------------------------------------------------------------------------------
By mail You may send a signed letter of instruction (LOI) or stock
power form along with any certificates to be sold to the
address below. In your LOI, note your fund's name, share
class, account number, and the dollar value or number of
shares you wish to sell. All account owners must sign the
letter, and signatures must be guaranteed by either a bank,
a member firm of a national stock exchange or another
eligible guarantor institution. Additional documentation is
required for sales by corporations, agents, fiduciaries,
surviving joint owners and individual retirement account
(IRA) owners. For details, call 1-800-345-6611.
Mail your LOI to Liberty Funds Services, Inc., P.O. Box
1722, Boston, MA 02105-1722.
- --------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be wired
to your bank. You must set up this feature prior to your
telephone request. Be sure to complete the appropriate
section of the account application for this feature.
- --------------------------------------------------------------------------------
By electronic You may sell shares and request that the proceeds be
funds transfer electronically transferred to your bank. Proceeds may take
up to two business days to be received by your bank. You
must set up this feature prior to your request. Be sure to
complete the appropriate section of the account application
for this feature.
DISTRIBUTION AND SERVICE FEES
- --------------------------------------------------------------------------------
The Fund has adopted a plan under Rule 12b-1 that permits it to pay marketing
and other fees to support the sale and distribution of Class A, B and C shares
and the services provided to you by your financial advisor. These annual
distribution and service fees may equal up to 0.25% for Class A shares and 1.00%
for each of Class B and Class C shares and are paid out of the assets of these
classes. Over time, these fees will increase the cost of your shares and may
cost you more than paying other types of sales charges.(1)
(1) Class B shares automatically convert to Class A after eight years,
eliminating the distribution fee.
12
<PAGE>
YOUR ACCOUNT
OTHER INFORMATION ABOUT YOUR ACCOUNT
- --------------------------------------------------------------------------------
HOW THE FUND'S SHARE PRICE IS DETERMINED The price of each class of the Fund's
shares is based on its NAV. The NAV is determined at the close of the NYSE,
usually 4:00 p.m. Eastern time on each business day that the NYSE is open
(typically Monday through Friday).
When you request a transaction, it will be processed at the NAV (plus any
applicable sales charges) next determined after your request is received in good
form by LFD. In most cases, in order to receive that day's price, LFD must
receive your order before that day's transactions are processed. If you request
a transaction through your financial advisor's firm, the firm must receive your
order by the close of trading on the NYSE to receive that day's price.
The Fund determines its NAV for each share class by dividing its total net
assets by the number of shares outstanding. In determining the NAV, the Fund
must determine the price of each security in its portfolio at the close of each
trading day. Securities for which market quotations are available are valued
each day at the current market value. However, where market quotations are
unavailable, or when the advisor believes that subsequent events have made them
unreliable, the Fund may use other data to determine the fair value of the
securities.
You can find the daily price of many share classes for the Fund in most major
daily newspapers. You can find daily prices for all share classes by visiting
the Fund's web site at www.libertyfunds.com.
ACCOUNT FEES If your account value falls below $1,000 (other than as a result of
depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Funds' transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring the
value above $1,000 prior to the fee date, the fee will not be deducted.
SHARE CERTIFICATES Share certificates are not available for Class B and C
shares. Certificates will be issued for Class A shares only if requested. If you
decide to hold share certificates, you will not be able to sell your shares
until you have endorsed your certificates and returned them to LFD.
13
<PAGE>
YOUR ACCOUNT
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may experience
capital gains and losses on sales of its securities. The Fund distributes
substantially all of its net investment income and capital gains to
shareholders. As a shareholder, you are entitled to a portion of the Fund's
income and capital gains based on the number of shares you own at the time these
distributions are declared.
DIVIDENDS, DISTRIBUTIONS, AND TAXES The Fund has the potential to make the
following distributions:
TYPES OF DISTRIBUTIONS
Dividend/ordinary Represents interest and dividends earned from securities
income held by the Fund.
- --------------------------------------------------------------------------------
Capital gains Represents capital gains on sales of securities.
DISTRIBUTION OPTIONS The Fund distributes dividends quarterly and any capital
gains at least annually. You can choose one of the following options for these
distributions when you open your account.(1) To change your distribution option
call 1-800-345-6611.
DISTRIBUTION OPTIONS
Reinvest all distributions in additional shares of your current fund
- --------------------------------------------------------------------------------
Reinvest all distributions in shares of another fund
- --------------------------------------------------------------------------------
Receive dividends in cash and reinvest capital gains(2)
- --------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options)(2)
- - send the check to your address of record
- - send the check to a third party address
- - transfer the money to your bank via electronic funds transfer (EFT)
TAX CONSEQUENCES Regardless of whether you receive your distributions in cash or
reinvest them in additional Fund shares, all Fund distributions are subject to
federal income tax. Depending on the state where you live, distributions may
also be subject to state and local income taxes.
In general, any dividends and short-term capital gains distributions are taxable
as ordinary income. Distributions of long-term capital gains are generally
taxable as capital gains. You will be provided with information each year
regarding the amount of ordinary income and capital gains distributed to you for
the previous year and any portion of your distributions which is exempt from
state and local taxes. Your investment in the Fund may have additional personal
tax implications. Please consult your tax advisor on state, local or other
applicable tax laws.
In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund. Such transactions may be subject to federal income tax.
(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of the Fund.
(2) Distributions of $10 or less will automatically be reinvested in
additional Fund shares. If you elect to receive distributions by check and
the check is returned as undeliverable, or if you do not cash a
distribution check within six months of the check date, the distribution
will be reinvested in additional shares of the Fund.
14
<PAGE>
MANAGING THE FUND
INVESTMENT ADVISOR
- --------------------------------------------------------------------------------
Crabbe Huson Group, Inc. (Crabbe Huson), located at 121 S.W. Morrison, Suite
1400, Portland, Oregon 97204, is the Fund's investment advisor. In its duties as
investment advisor, Crabbe Huson runs the Fund's day-to-day business, including
placing all orders for the purchase and sale of each Fund's portfolio
securities. Crabbe Huson has been an investment advisor since 1980. As of
December 31, 1998, Crabbe Huson managed over $3 billion in assets.
For the 1998 fiscal year, aggregate advisory fees paid to Crabbe Huson by the
Fund amounted to 0.61% of average daily net assets of the Fund.
PORTFOLIO MANAGERS
- --------------------------------------------------------------------------------
JOHN E. MAACK has been employed by Crabbe Huson as a portfolio manager and
securities analyst since 1988.
MICHAEL B. STOKES joined Crabbe Huson in August, 1996. Prior to joining Crabbe
Huson, Mr. Stokes was a financial analyst for Salomon Brothers from July, 1994
to June, 1996.
YEAR 2000 COMPLIANCE
- --------------------------------------------------------------------------------
Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's advisor,
administrator, distributor, and transfer agent ("Liberty Companies") are taking
steps that they believe are reasonably designed to address the Year 2000
Problem, including communicating with vendors who furnish services, software and
systems to the Fund, to provide that date-related information and data can be
properly processed after January 1, 2000. Many Fund service providers and
vendors, including the Liberty Companies, are in the process of making Year 2000
modifications to their software and systems and believe that such modifications
will be completed on a timely basis prior to January 1, 2000. 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.
15
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last five fiscal
years, which run from November 1 to October 31. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in the
Fund, assuming reinvestment of all dividends and distributions. This information
has been audited by KPMG LLP, independent auditors, whose report, along with the
Fund's financial statements, are included in the Fund's annual report. You can
request a free annual report by calling 1-800-426-3750.
CRABBE HUSON REAL ESTATE INVESTMENT FUND
<TABLE>
<CAPTION>
PERIOD ENDED
YEAR ENDED OCTOBER 31 OCTOBER 31
1998 1997 1996 1995 1994(a)
CLASS A CLASS A CLASS A CLASS A CLASS 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($)
Net investment income 0.40 0.38 0.38 0.44 0.37
- -------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments (2.00) 3.02 2.01 0.31 (0.64)
- -------------------------------------------------------------------------------------------------------------------------------
Total from investment operations (1.60) 3.40 2.39 0.75 (0.27)
- -------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS ($)
Distributions from net investment income 0.36 0.38 0.38 0.44 0.23
- -------------------------------------------------------------------------------------------------------------------------------
Distributions from capital gains 1.69 0.51 0.12 0.12 0.00
- -------------------------------------------------------------------------------------------------------------------------------
Total distributions 2.05 0.89 0.50 0.56 0.23
- -------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 10.44 14.09 11.58 9.69 9.50
- -------------------------------------------------------------------------------------------------------------------------------
Total return % (13.39) 30.56 25.39 8.31 (3.25)(b)
- -------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's) ($) 17,423 34,259 20,649 18,986 18,280
- -------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets % (e) 1.50 1.50(d) 1.50(d) 1.50 1.01(c)
- -------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets % (e) 3.71 2.93 3.59 4.59 6.30(c)
- -------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate % 97.00 80.01 120.19 59.53 43.30
- -------------------------------------------------------------------------------------------------------------------------------
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED %
- -------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (e) 1.92 1.76(d) 1.88(d) 1.89 2.03(c)
- -------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (e) 3.29 2.66 3.21 4.20 5.28(c)
- -------------------------------------------------------------------------------------------------------------------------------
RATIOS NET OF FEES PAID INDIRECTLY %
- -------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (e) 1.50 1.50 1.50 -- --
- -------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (e) 3.71 2.93 3.59 -- --
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Commencement of operations - 4/4/94.
(b) Not annualized.
(c) Annualized.
(d) Ratios include expenses paid indirectly through directed brokerage and
certain expense offset arrangements.
(e) 1998 expense and net investment income ratio information is net of
benefits derived from custody credits which had no impact.
16
<PAGE>
NOTES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
17
<PAGE>
NOTES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
18
<PAGE>
FOR MORE INFORMATION
You can get more information about the Fund's investments in the Fund's
semi-annual and annual reports to shareholders. The annual report contains a
discussion of the market conditions and investment strategies that significantly
affected the Fund's performance over its last fiscal year.
You may wish to read the SAI for more information on the Fund and the securities
in which it invests. The SAI is incorporated into this prospectus by reference,
which means that it is considered to be part of this prospectus.
You can get free copies of reports and the SAI, request other information and
discuss your questions about the Fund by writing or calling the Fund's
Distributor at:
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-426-3750
www.libertyfunds.com
Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.
You can also review and copy information about the Fund by visiting the
following location, and you can obtain copies upon payment of a duplicating fee,
by writing or calling the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009
Information on the operation of the Public Reference Room may be obtained by
calling
1-800-SEC-0330
INVESTMENT COMPANY ACT FILE NUMBERS:
Colonial Trust III: 811-00881
- - Crabbe Huson Real Estate Investment Fund
[LIBERTY LOGO]
COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (C) 1998
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com
XX-00/000X-0000 X (1/99)
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481(a)
(Crabbe Huson Contrarian Income Fund, Class I)
(Crabbe Huson Small Cap Fund, Class I)
(Crabbe Huson Managed Income and Equity Fund, Class I)
(Crabbe Huson Equity Fund, Class I)
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Front Cover Page; Back Cover Page
2. The Funds
3. The Funds
4. The Funds
5. Not Applicable
6. Front Cover; Managing the Funds;
Your Account
7. Your Account
8. The Funds, Your Account
9. Financial Highlights
<PAGE>
CRABBE HUSON FUNDS
PROSPECTUS, MARCH 1, 1999
- - CRABBE HUSON SMALL CAP FUND CLASS I SHARES
- - CRABBE HUSON EQUITY FUND CLASS I SHARES
- - CRABBE HUSON MANAGED INCOME & EQUITY FUND CLASS I SHARES
- - CRABBE HUSON CONTRARIAN INCOME FUND CLASS I SHARES
Advised by Crabbe Huson Group, Inc.
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 these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved any shares offered in this
prospectus or determined whether this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
NOT FDIC-INSURED
MAY LOSE VALUE
NO BANK GUARANTEE
TABLE OF CONTENTS
THE FUNDS
Each of these sections discusses the following topics: Investment Goals, Primary
Investment Strategies, Primary Investment Risks, Performance History and Your
Expenses.
<TABLE>
<S> <C>
Crabbe Huson Small Cap Fund..............
Crabbe Huson Equity Fund.................
Crabbe Huson Managed
Income & Equity Fund.....................
Crabbe Huson Contrarian
Income Fund..............................
YOUR ACCOUNT
- -----------------------------------------
How to Buy Shares........................
How to Exchange Shares...................
How to Sell Shares.......................
Other Information About Your Account.....
MANAGING THE FUNDS
- -----------------------------------------
Investment Advisor.......................
Portfolio Managers.......................
Year 2000 Compliance.....................
FINANCIAL HIGHLIGHTS
- -----------------------------------------
Crabbe Huson Small Cap Fund..............
Crabbe Huson Equity Fund.................
Crabbe Huson Managed
Income & Equity Fund.....................
Crabbe Huson Contrarian
Income Fund..............................
</TABLE>
<PAGE>
THE FUNDS CRABBE HUSON SMALL CAP FUND
UNDERSTANDING CONTRARIAN INVESTING
In managing the Fund, the advisor follows a basic value, contrarian approach in
selecting stocks for its portfolio. This approach puts primary emphasis on
security price, balance sheet and 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.
INVESTMENT GOAL
The Fund seeks to provide long-term capital appreciation.
PRIMARY INVESTMENT STRATEGIES
Under normal market conditions, the Fund invests at least 65% of its assets in
smaller companies. Smaller companies are companies with a market capitalization
of under $1 billion. In selecting investments for the Fund, the advisor invests
in a diversified portfolio of primarily stocks.
In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not described
in this prospectus. These types of securities and investment practices are
identified and discussed in the Fund's Statement of Additional Information,
which you may obtain by contacting Liberty Funds Services, Inc. (see back cover
for address and phone number).
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit.
Taking a temporary defensive position may prevent the Fund from achieving its
investment goal.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances which could cause the value of your investment in the Fund to
decline, and which could prevent the Fund from achieving its investment goal,
that are not described here.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Value stocks are securities of companies that are generally not expected to
experience significant earnings growth but are stocks that the advisor believes
are undervalued. These companies may have experienced adverse business or
industry developments or may be subject to special risks that have caused the
stocks to be out of favor. If the advisor's assessment of a company's prospect
is wrong, the price of its stock may fall or may not approach the value the
advisor has placed on it.
Smaller companies are more likely than larger companies to have limited product
lines, markets or financial resources, or to depend on a small, inexperienced
management team. Stocks of smaller companies may trade less frequently and in
limited volume and their prices may fluctuate more than stocks of other
companies. Stocks of smaller companies may, therefore, be more vulnerable to
adverse developments than those of larger companies.
---
2
<PAGE>
THE FUNDS CRABBE HUSON SMALL CAP FUND
UNDERSTANDING PERFORMANCE
CALENDAR-YEAR TOTAL RETURN shows the Fund's Class I share performance for each
complete calendar year since it commenced operations. It includes the effects of
Fund expenses.
AVERAGE ANNUAL TOTAL RETURN is a measure of the Fund's performance over the past
one-year and life of fund periods. It includes the effects of Fund expenses.
The Fund's return is compared to the Russell 2000 Index and the Lipper Small Cap
Funds Average. Unlike the Fund, the index does not incur fees or charges. It is
not possible to invest in the index. The Lipper Small Cap Funds Average is the
average return of the funds included in Lipper's Small Cap Funds category.
PERFORMANCE HISTORY
The bar chart shows the Fund's performance from year to year by illustrating the
Fund's total calendar-year returns for its Class I shares. The performance table
following the bar chart shows how the Fund's Class I average annual returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. The chart and table are intended to illustrate some of the
risks of investing in the Fund by showing the changes in the Fund's performance.
All returns include the reinvestment of dividends and distributions. As with all
mutual funds, past performance does not predict the Fund's future performance.
Performance results include any expense reduction arrangements. If these
arrangements were not in place, then the performance results would have been
lower. Any reduction arrangements may be discontinued at any time.
CALENDAR-YEAR TOTAL RETURNS
[BAR GRAPH]
<TABLE>
<S> <C>
1997 .............. 28.67%
1998 .............. -31.82%
</TABLE>
Best quarter: Third quarter 1997, +18.00%
Worst quarter: Third quarter 1998, -31.92%
AVERAGE ANNUAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
SINCE INCEPTION
1 YEAR (OCTOBER 10, 1996)
<S> <C> <C>
Class I (%) -31.82 1.07
Russell 2000 Index (%) -2.55 N/A
Lipper Small Cap Funds Average (%) -0.33 N/A
</TABLE>
---
3
<PAGE>
THE FUNDS CRABBE HUSON SMALL CAP FUND
UNDERSTANDING EXPENSES
SHAREHOLDER FEES are paid directly by shareholders to the Fund's distributor.
ANNUAL FUND OPERATING EXPENSES are deducted from the Fund. They include
management fees, 12b-1 fees, brokerage costs, and administrative costs including
pricing and custody services.
EXAMPLE EXPENSES helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain
the same
- - No expense reductions in effect
YOUR EXPENSES
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of a Fund.
SHAREHOLDER FEES (1)(2) (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS I
-------
<S> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 0.00
- -----------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering
price) 0.00
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS I
-------
<S> <C>
Management fee(3) (%) 1.05
----
Distribution and service (12 b-1) fees (%) 0.00
----
Other expenses (%) 0.13
----
Total annual fund operating expenses(3) (%) 1.18
</TABLE>
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class I $ 120 $ 374 $ 647 $ 1,427
- -------------------------------------------------------------------------------------
</TABLE>
(1) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.
(2) There is a $7.50 charge for wiring sale proceeds to your bank.
(3) Expenses shown are restated to reflect current fees and expenses. The Fund's
advisor voluntarily waived a portion of its advisory fees. As a result, the
management fee would have been 0.87% and total annual operating expenses
would have been 1.00%.
---
4
<PAGE>
THE FUNDS CRABBE HUSON EQUITY FUND
UNDERSTANDING CONTRARIAN INVESTING
In managing the Fund, the advisor follows a basic value, contrarian approach in
selecting stocks for its portfolio. This approach puts primary emphasis on
security price, balance sheet and 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.
INVESTMENT GOAL
The Fund seeks long-term capital appreciation.
PRIMARY INVESTMENT STRATEGIES
Under normal market conditions, the Fund will invest at least 65% of its total
assets in common stocks. In selecting investments for the Fund, the advisor
purchases primarily U.S. stocks of companies with medium (from $1 billion to $3
billion) and large (in excess of $3 billion) market capitalizations.
In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not described
in this prospectus. These types of securities and investment practices are
identified and discussed in the Fund's Statement of Additional Information,
which you may obtain by contacting Liberty Funds Services, Inc. (see back cover
for address and phone number).
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit.
Taking a temporary defensive position may prevent the Fund from achieving its
investment goal.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances which could cause the value of your investment in the Fund to
decline, and which could prevent the Fund from achieving its investment goals,
that are not described here.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Value stocks are securities of companies that are generally not expected to
experience significant earnings growth but are stocks that the advisor believes
are undervalued. These companies may have experienced adverse business or
industry developments or may be subject to special risks that have caused the
stocks to be out of favor. If the advisor's assessment of a company's prospect
is wrong, the price of its stock may fall or may not approach the value the
advisor has placed on it.
---
5
<PAGE>
THE FUNDS CRABBE HUSON EQUITY FUND
UNDERSTANDING PERFORMANCE
CALENDAR-YEAR TOTAL RETURN shows the Fund's Class I share performance for each
complete calendar year since it commenced operations. It includes the effects of
Fund expenses.
AVERAGE ANNUAL TOTAL RETURN is a measure of the Fund's performance over the past
one-, five- and life of fund periods. It includes the effects of Fund expenses.
The Fund's return is compared to the S&P 500 Index and the Lipper Growth Funds
Average. Unlike the Fund, the index does not incur fees or charges. It is not
possible to invest in the index. The Lipper Average is the average return of the
funds included in Lipper's Growth Funds category.
PERFORMANCE HISTORY
The bar chart below shows the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class I shares. The
performance table following the bar chart shows how the Fund's Class I average
annual returns compare with those of a broad measure of market performance for 1
year, 5 years(1) and the life of the Fund(1) . The chart and table are intended
to illustrate some of the risks of investing in the Fund by showing the changes
in the Fund's performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include any expense reduction
arrangements. If these arrangements were not in place, then the performance
results would have been lower. Any reduction arrangements may be discontinued at
any time.
CALENDAR-YEAR TOTAL RETURNS
[BAR GRAPH]
<TABLE>
<S> <C>
1997 ........ 26.27%
1998 ........ -8.49%
</TABLE>
Best quarter: Second quarter 1997, +18.93%
Worst quarter: Third quarter 1998, -19.84%
AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDING DECEMBER 31, 199
<TABLE>
<CAPTION>
SINCE INCEPTION
1 YEAR 5 YEARS (JANUARY 31, 1989)
<S> <C> <C> <C>
Class I (%) -8.49 10.19(1) 12.98(1)
- -------------------------------------------------------------------------------------
S&P 500 Index (%) 28.60 24.05 N/A
- -------------------------------------------------------------------------------------
Lipper Growth Funds Average (%) 22.86 18.63 N/A
- -------------------------------------------------------------------------------------
</TABLE>
(1) Class I shares (newer class shares) performance information includes
returns of the Fund's Class A shares (the oldest existing fund class)
for periods prior to the inception of the newer class shares, October
3, 1996. These Class I share returns are not restated to reflect any
differences in expenses (like Rule 12b-1 fees) between Class A shares
and the newer class shares. If differences in expenses were reflected,
the returns for periods prior to the inception of the newer class
shares would be lower.
---
6
<PAGE>
THE FUNDS CRABBE HUSON EQUITY FUND
UNDERSTANDING EXPENSES
SHAREHOLDER FEES are paid directly by shareholders to the Fund's distributor.
ANNUAL FUND OPERATING EXPENSES are deducted from the Fund. They include
management fees, 12b-1 fees, brokerage costs, and administrative costs including
pricing and custody services.
EXAMPLE EXPENSES helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain
the same
- - No expense reductions in effect
YOUR EXPENSES
Expenses are one of several factors to consider before you invest in a mutual
fund. The table below describes the fees and expenses you may pay when you buy,
hold and sell shares of a Fund.
SHAREHOLDER FEES (1)(2) (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS I
<S> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 0.00
- ------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering
price) 0.00
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS I
<S> <C>
Management fee(3) (%) 0.96
- ------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.00
- ------------------------------------------------------------------------
Other expenses (%) 0.10
- ------------------------------------------------------------------------
Total annual fund operating expenses(3) (%) 1.06
</TABLE>
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class I $ 108 $ 338 $ 586 $ 1,296
</TABLE>
(1) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.
(2) There is a $7.50 charge for wiring sale proceeds to your bank.
(3) Expenses shown are restated to reflect current fees and expenses. The Fund's
advisor voluntarily waived a portion of its advisory fee. As a result, the
management fee would have been 0.90% and total annual operating expenses
would have been 1.00%.
---
7
<PAGE>
THE FUNDS CRABBE HUSON MANAGED INCOME & EQUITY FUND
UNDERSTANDING CONTRARIAN INVESTING
In managing the Fund, the advisor follows a basic value, contrarian approach in
selecting stocks for its portfolio. This approach puts primary emphasis on
security price, balance sheet and 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.
INVESTMENT GOALS
The Fund seeks preservation of capital, capital appreciation and income.
PRIMARY INVESTMENT STRATEGIES
The Fund invests in a combination of stocks, bonds and cash. The advisor will
constantly adjust the Fund's allocation of stocks, bonds and cash to adapt to
changing, market and economic conditions. Under normal market conditions, the
Fund expects to invest its assets as follows: 25% to 60% in stocks; 30% to 55%
in bonds; and 5% to 30% in cash or cash equivalents.
The Fund's stock investments will consist primarily of U.S. stocks of companies
with medium (from $1 billion to $3 billion) to large (in excess of $3 billion)
market capitalizations. The Fund's bond investments will consist primarily of
U.S. government securities and investment grade bonds. The U.S. government
securities may consist of U.S. Treasuries and mortgage-backed securities issued
or guaranteed by the U.S. government, its agents or instrumentalities.
In seeking to achieve its goals, the Fund may invest in various types of
securities and engage in various investment techniques which are not described
in this prospectus. These types of securities and investment practices are
identified and discussed in the Fund's Statement of Additional Information,
which you may obtain by contacting Liberty Funds Services, Inc. (see back cover
for address and phone number).
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit.
Taking a temporary defensive position may prevent the Fund from achieving its
investment goals.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances which could cause the value of your investment in the Fund to
decline, and which could prevent the Fund from achieving its investment goals,
that are not described here.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Value stocks are securities of companies that are generally not expected to
experience significant earnings growth but are stocks that the advisor believes
are undervalued. These companies may have experienced adverse business or
industry developments or may be subject to special risks that have caused the
stocks to be out of favor. If the advisor's assessment of a company's prospect
is wrong, the price of its stock may fall or may not approach the value the
advisor has placed on it.
---
8
<PAGE>
THE FUNDS CRABBE HUSON MANAGED INCOME & EQUITY FUND
Interest rate risk is the risk of a change in the price of a bond when interest
rates increase or decline. In general, if interest rates rise, bond prices fall;
and if interest rates fall, bond prices rise. Interest rate risk is generally
greater for bonds with longer durations.
Structure risk is the risk that an event will occur (such as a security being
prepaid or called) that alters the security's cashflows. Prepayment risk is a
particular type of structure risk that is present in the Fund because of its
investments in mortgage-backed securities. Prepayment risk is the possibility
that, as interest rates fall, homeowners are more likely to refinance their home
mortgages. When mortgages are refinanced, the principal on mortgage-backed
securities is paid earlier than expected. In an environment of declining
interest rates, mortgage-backed securities may offer less potential for gain
than other debt securities. In addition, the potential impact of prepayment on
the price of a mortgage-backed security may be difficult to predict and result
in greater volatility.
Because the Fund may invest in securities issued by private entities, including
certain types of mortgage-backed securities and corporate bonds, the Fund is
subject to issuer risk. Issuer risk is the possibility that changes in the
financial condition of the issuer of a security, changes in general economic
conditions, or changes in economic conditions that affect the issuer's industry
may impact the issuer's ability to make timely payment of interest or principal.
This could result in decreases in the price of the security.
---
9
<PAGE>
THE FUNDS CRABBE HUSON MANAGED INCOME & EQUITY FUND
UNDERSTANDING PERFORMANCE
CALENDAR-YEAR TOTAL RETURN shows the Fund's Class I share performance for each
complete calendar year since it commenced operations. It includes the effects of
Fund expenses.
AVERAGE ANNUAL TOTAL RETURN is a measure of the Fund's performance over the past
one-, five- and life of fund periods. It includes the effects of Fund expenses.
The Fund's return is compared to the Lehman Government/Corporate Bond Index, the
S&P 500 Index and the Lipper Flexible Portfolio Funds Average. Unlike the Fund,
the indexes does not incur fees or charges. It is not possible to invest in the
indexes. The Lipper Flexible Portfolio Funds Average is the average return of
the funds included in Lipper's Flexible Portfolio Funds category.
PERFORMANCE HISTORY
The bar chart below shows the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class I shares. The
performance table following the bar chart shows how the Fund's Class I average
annual returns compare with those of a broad measure of market performance for 1
year, 5 years(1) and the life of the Fund(1). The chart and table are intended
to illustrate some of the risks of investing in the Fund by showing the changes
in the Fund's performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include any expense reduction
arrangements. If these arrangements were not in place, then the performance
results would have been lower. Any reduction arrangements may be discontinued at
any time.
CALENDAR-YEAR TOTAL RETURNS
[BAR GRAPH]
<TABLE>
<S> <C>
1997 ............. 19.88%
1998 ............. 12.00%
</TABLE>
Best quarter: Second quarter 1997, +11.96%
Worst quarter: Third quarter 1998, -10.12%
AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
SINCE INCEPTION
1 YEAR 5 YEARS (JANUARY 31, 1989)
<S> <C> <C> <C>
Class I (%) 0.12 8.83(1) 10.19(1)
- ------------------------------------------------------------------------
Lehman Gov't/
Corporate Bond Index (%) 9.47 7.30 N/A
- ------------------------------------------------------------------------
S&P 500 Index (%) 28.60 24.05 N/A
- ------------------------------------------------------------------------
Lipper Flexible Portfolio
Funds Average (%) 14.28 14.30 N/A
</TABLE>
(1) Class I shares (newer class shares) performance information includes
returns of the Fund's Class A shares (the oldest existing fund class)
for periods prior to the inception of the newer class shares, October
28, 1996. These Class A share returns are not restated to reflect any
differences in expenses (like Rule 12b-1 fees) between Class A shares
and the newer class shares. If differences in expenses were reflected,
the returns for periods prior to the inception of the newer class
shares would be lower.
---
10
<PAGE>
THE FUNDS CRABBE HUSON MANAGED INCOME & EQUITY FUND
UNDERSTANDING EXPENSES
SHAREHOLDER FEES are paid directly by shareholders to the Fund's distributor.
ANNUAL FUND OPERATING EXPENSES are deducted from the Fund. They include
management fees, 12b-1 fees, brokerage costs, and administrative costs including
pricing and custody services.
EXAMPLE EXPENSES helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain
the same
- - No expense reductions in effect
YOUR EXPENSES
Expenses are one of several factors to consider before you invest in a mutual
fund. The table below describes the fees and expenses you may pay when you buy,
hold and sell shares of a Fund.
SHAREHOLDER FEES (1)(2) (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<S> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 0.00
- -----------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering
price) 0.00
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<S> <C>
Management fee(3) (%) 1.05
- -----------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.00
- -----------------------------------------------------------------------
Other expenses (%) 0.13
- -----------------------------------------------------------------------
Total annual fund operating expenses(3) (%) 1.18
</TABLE>
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class I $ 120 $ 374 $ 647 $ 1,427
</TABLE>
(1) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.
(2) There is a $7.50 charge for wiring sale proceeds to your bank.
(3) Expenses shown are restated to reflect current fees and expenses. The Fund's
advisor voluntarily waived a portion of its advisory fee. As a result, the
management fee would have been 0.87% and total annual operating expenses
would have been 1.00%.
---
11
<PAGE>
THE FUNDS CRABBE HUSON CONTRARIAN INCOME FUND
INVESTMENT GOAL
The Fund seeks the highest level of current income that is consistent with
preservation of capital.
PRIMARY INVESTMENT STRATEGIES
Under normal market conditions, the Fund invests at least 65% of its total
assets in a combination of (i) U.S. government debt securities (such as U.S.
Treasury bonds and mortgage-backed securities), (ii) "investment grade"
corporate bonds ranked in the four highest grades by Moody's or Standard and
Poor's, and (iii) cash and cash equivalents.
The advisor is not subject to any limitations on the average maturity of the
Fund's holdings. The advisor may adjust the maturity from time to time in
response to changes in interest rates.
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit.
In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not described
in the prospectus. These types of securities and investment practices are
identified and discussed in the Fund's Statement of Additional Information,
which you may obtain by contacting Liberty Funds Services, Inc. (see back cover
for address and phone number).
Taking a temporary defensive position may prevent the Fund from achieving its
investment goal.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances which could cause the value of your investment in the Fund to
decline, and which could prevent the Fund from achieving its investment goals,
that are not described here.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Interest rate risk is the risk of a change in the price of a bond when interest
rates increase or decline. In general, if interest rates rise, bond prices fall;
and if interest rates fall, bond prices rise. Interest rate risk is generally
greater for bonds with longer durations.
---
12
<PAGE>
THE FUNDS CRABBE HUSON CONTRARIAN INCOME FUND
Structure risk is the risk that an event will occur (such as a security being
prepaid or called) that alters the security's cashflows. Prepayment risk is a
particular type of structure risk that is present in the Fund because of its
investments in mortgage-backed securities. Prepayment risk is the possibility
that, as interest rates fall, homeowners are more likely to refinance their home
mortgages. When mortgages are refinanced, the principal on mortgage-backed
securities is paid earlier than expected. In an environment of declining
interest rates, mortgage-backed securities may offer less potential for gain
than other debt securities. In addition, the potential impact of prepayment on
the price of a mortgage-backed security may be difficult to predict and result
in greater volatility.
Because the Fund may invest in securities issued by private entities, including
certain types of mortgage-backed securities and corporate bonds, the Fund is
subject to issuer risk. Issuer risk is the possibility that changes in the
financial condition of the issuer of a security, changes in general economic
conditions, or changes in economic conditions that affect the issuer's industry
may impact the issuer's ability to make timely payment of interest or principal.
This could result in decreases in the price of the security.
--
13
<PAGE>
THE FUNDS CRABBE HUSON CONTRARIAN INCOME FUND
UNDERSTANDING PERFORMANCE
CALENDAR-YEAR TOTAL RETURN shows the Fund's Class A share performance for each
complete calendar year since it commenced operations. It includes the effects of
Fund expenses.
AVERAGE ANNUAL TOTAL RETURN is a measure of the Fund's performance over the past
one-, five- and life of fund periods. It includes the effects of Fund expenses.
The Fund's return is compared to the Lehman Government/Corporate Bond Index and
the Lipper Corporate Debt A-Rated Funds Average. Unlike the Fund, the index does
not incur fees or charges. It is not possible to invest in the index. The Lipper
Corporate Debt A-Rated Average is the average return of the funds included in
Lipper's Corporate Debt A-Rated Funds category.
PERFORMANCE HISTORY
The bar chart below shows the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class A shares,
which are offered in a separate prospectus. Class A share information is
presented because the Fund's Class I shares have been offered for less than 1
year. The performance table following the bar chart shows how the Fund's Class I
average annual returns compare with those of a broad measure of market
performance for 1 year(1), 5 years(1) and the life of the Fund(1). The chart and
table are intended to illustrate some of the risks of investing in the Fund by
showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance. Performance results
include any expense reduction arrangements. If these arrangements were not in
place, then the performance results would have been lower. Any reduction
arrangements may be discontinued at any time.
CALENDAR-YEAR TOTAL RETURNS
[BAR GRAPH]
<TABLE>
<S> <C>
1989 ..............
1990 .............. 5.35%
1991 .............. 16.22%
1992 .............. 6.23%
1993 .............. 6.26%
1994 .............. -3.80%
1995 .............. 16.98%
1996 .............. 1.99%
1997 .............. 11.58%
1998 .............. 9.75%
</TABLE>
Best quarter: Fourth quarter 1991, +6.10%
Worst quarter: First quarter 1996, -2.73%
AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
SINCE INCEPTION
1 YEAR 5 YEARS (JANUARY 31, 1989)
<S> <C> <C> <C>
Class I (%) 9.97(1) 7.13(1) 7.93(1)
- -------------------------------------------------------------------------------------
Lehman Gov't/Corporate Bond Index (%) 9.47 7.30 N/A
- -------------------------------------------------------------------------------------
Lipper Corporate Debt
A-Rated Average (%) 7.46 6.53 N/A
- -------------------------------------------------------------------------------------
</TABLE>
(1) Class I shares (newer class shares) performance information includes returns
of the Fund's Class A shares (the oldest existing fund class) for periods
prior to the inception of the newer class shares, October 19, 1998. These
Class A share returns are not restated to reflect any differences in
expenses (like Rule 12b-1 fees) between Class A shares and the newer class
shares. If differences in expenses were reflected, the returns for periods
prior to the inception of the newer class shares would be lower.
---
14
<PAGE>
THE FUNDS CRABBE HUSON CONTRARIAN INCOME FUND
UNDERSTANDING EXPENSES
SHAREHOLDER FEES are paid directly by shareholders to the Fund's distributor.
ANNUAL FUND OPERATING EXPENSES are deducted from the Fund. They include
management fees, 12b-1 fees, brokerage costs, and administrative costs including
pricing and custody services.
EXAMPLE EXPENSES helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain
the same
- - No expense reductions in effect
YOUR EXPENSES
Expenses are one of several factors to consider before you invest in a mutual
fund. The table below describes the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.
SHAREHOLDER FEES (1)(2) (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<S> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 0.00
- -----------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering
price) 0.00
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS A
<S> <C>
Management fee(1) (%) 0.80
- -----------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.00
- -----------------------------------------------------------
Other expenses(1) (%) 0.54
- -----------------------------------------------------------
Total annual fund operating expenses(1) (%) 1.34
</TABLE>
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class A $ 136 $ 425 $ 734 $ 1,613
</TABLE>
(1) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.
(2) There is a $7.50 charge for wiring sale proceeds to your bank.
(3) Expenses shown are restated to reflect current fees and expenses. The Fund's
advisor voluntarily waived its management fee and reimbursed the Fund for
certain expenses. As a result, the management fee would have been 0.00%,
other expenses would have been 0.38% and total annual operating expenses
would have been 0.38%.
---
15
<PAGE>
YOUR ACCOUNT
HOW TO BUY SHARES
Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When a Fund receives your
purchase request in "good form," your shares will be bought at the next
calculated public offering price. In "good form" means that you placed your
order with your brokerage firm or your payment has been received and your
application is complete, including all necessary signatures.
OUTLINE BELOW ARE VARIOUS WAYS YOU CAN PURCHASE SHARES:
<TABLE>
<CAPTION>
METHOD INSTRUCTIONS
<S> <C>
Through your Your financial advisor can help you establish your account and
financial advisor buy Fund shares on your behalf.
- ----------------------------------------------------------------------------------------
By check For new accounts, send a completed application and check made
(new account) payable to the Fund to the transfer agent, Liberty Funds
Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
- ----------------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional
(existing account) investment stub included in your quarterly statement, or send a
letter of instruction including your Fund name and account
number with a check made payable to the Fund to Liberty
Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
- ----------------------------------------------------------------------------------------
By exchange You may purchase shares by exchanging from an
existing fund into the same share class of the Fund at no
additional cost. To exchange by telephone, call
1-800-422-3737.
- ----------------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank account
to your fund account. To wire funds to your fund account, call
1-800-422-3737 to obtain a control number and the wiring
instructions.
- ----------------------------------------------------------------------------------------
By electronic funds You may purchase shares by electronically transferring money
transfer (EFT) from your bank account to your fund account by calling
1-800-422-3737. Your money may take up to two business days to
arrive. You must set up this feature prior to your telephone
request. Be sure to complete the appropriate section of the
application.
- ----------------------------------------------------------------------------------------
Automatic You can make monthly or quarterly investments automatically
investment plan from your bank account to your fund account. You can select a
pre-authorized amount to be sent via electronic funds transfer
(EFT). Be sure to complete the appropriate section of the
application for this feature.
- ----------------------------------------------------------------------------------------
By dividend Dividends distributed by one fund can be automatically invested
diversification into the same class of shares of another fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>
(1) Each Fund reserves the right to change the investment minimums. Each Fund
also reserves the right to refuse a purchase order for any reason, including
if it believes that doing so would be in the best interest of the Fund and
its shareholders.
---
16
<PAGE>
YOUR ACCOUNT
HOW TO EXCHANGE SHARES
You may exchange your shares for the Class I or Class A shares of of another
fund at NAV. Unless your account is part of a tax-deferred retirement plan, an
exchange is a taxable event. Therefore, you may realize a gain or a loss for tax
purposes. A Fund may terminate your exchange privilege if the advisor determines
that your exchange activity is likely to adversely impact the advisor's ability
to manage the Fund. To exchange by telephone, call 1-800-422-3737.
HOW TO SELL SHARES
Your financial advisor can help you determine if and when you should sell your
shares. You may sell shares of the Fund on any regular business day that the
NYSE is open.
When the Fund receives your sales request in "good form," shares will be sold at
the next calculated price. In good form means that money used to purchase your
shares is fully collected. When selling shares by letter of instruction, good
form means your letter has complete instructions, the proper signatures and
signature guarantees, you have included any certificates for shares to be sold
and any other required documents are attached. Retirement Plan accounts have
special requirements. Please call 1-800-799-7526 for more information.
---
17
<PAGE>
YOUR ACCOUNT
The Fund will generally send proceeds from the sale to you within seven days.
However, if you purchased your shares by check, the Fund may delay sending the
proceeds for up to 15 days after your initial purchase to protect against checks
that are returned.
OUTLINE BELOW ARE THE VARIOUS OPTIONS FOR SELLING SHARES:
<TABLE>
<CAPTION>
METHOD INSTRUCTIONS
<S> <C>
Through your You may call your financial advisor to place your sell order.
financial advisor To receive the current trading day's price, your financial
advisor firm must receive your request prior to the close of
the New York Stock Exchange (NYSE), usually 4:00 p.m. Eastern
time.
- ---------------------------------------------------------------------------------------
By exchange You may sell shares by exchanging from an existing fund into the
same share class of another fund at no additional cost. To
exchange by telephone, call 1-800-422-3737.
- ---------------------------------------------------------------------------------------
By telephone You may sell shares by telephone and request that a check be
sent to your address of record by calling 1-800-422-3737. The
dollar limit for telephone sales is $100,000 in a 30-day
period. You do not need to set up this feature in advance of
your call.
- ---------------------------------------------------------------------------------------
By mail You may send a signed letter of instruction (LOI) or stock
power form along with any certificates to be sold to the
address below. In your LOI, note your fund's name, share class,
account number, and the dollar value or number of shares you
wish to sell. All account owners must sign the letter, and
signatures must be guaranteed by either a bank, a member firm
of a national stock exchange or another eligible guarantor
institution. Additional documentation is required for sales by
corporations, agents, fiduciaries, surviving joint owners and
individual retirement account (IRA) owners. For details, call
1-800-345-6611.
Mail your LOI to Liberty Funds Services, Inc., P.O. Box 1722,
Boston, MA 02105-1722
- ---------------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be wired to
your bank. You must set up this feature prior to your telephone
request. Be sure to complete the appropriate section of the
account application for this feature.
- ---------------------------------------------------------------------------------------
By electronic You may sell shares and request that the proceeds be
funds transfer electronically transferred to your bank. Proceeds may take up
to two business days to be received by your bank. You must
set up this feature prior to your request. Be sure to
complete the appropriate section of the account
application for this feature.
</TABLE>
---
18
<PAGE>
YOUR ACCOUNT
OTHER INFORMATION ABOUT YOUR ACCOUNT
HOW A FUND'S SHARE PRICE IS DETERMINED The price of a Fund's Class I shares is
based on its NAV. The NAV is determined at the close of the New York Stock
Exchange (NYSE), usually 4:00 p.m. Eastern time on each business day that the
NYSE is open (typically Monday through Friday).
When you request a transaction, it will be processed at the NAV next determined
after your request is received in good form by LFD. In most cases, in order to
receive that day's price, LFD must receive your order before that day's
transactions are processed. If you request a transaction through your financial
advisor's firm, the firm must receive your order by the close of trading on the
NYSE to receive that day's price.
Each Fund determines its Class I NAV by dividing its total net assets by the
number of shares outstanding. In determining the NAV, each Fund must determine
the price of each security in its portfolio at the close of each trading day.
Securities for which market quotations are available are valued each day at the
current market value. However, where market quotations are unavailable, or when
the advisor believes that subsequent events have made them unreliable, the Fund
may use other data to determine the fair value of the securities.
You can find the daily prices of some of the Funds' Class I shares in most major
daily newspapers. You can find the daily prices for all of the Class I shares by
visiting the Funds' web site at www.libertyfunds.com.
ACCOUNT FEES If your account value falls below $1,000 (other than as a result of
depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Funds' transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring the
value above $1,000 prior to the fee date, the fee will not be deducted.
SHARE CERTIFICATES Share certificates are not available for Class I shares.
---
19
<PAGE>
YOUR ACCOUNT
UNDERSTANDING FUND DISTRIBUTIONS
Each Fund earns income from the securities it holds. Each Fund also may
experience capital gains and losses on sales of its securities. Each Fund
distributes substantially all of its net investment income and capital gains to
shareholders. As a shareholder, you are entitled to a portion of the Fund's
income and capital gains based on the number of shares you own at the time these
distributions are declared.
DIVIDENDS, DISTRIBUTIONS, AND TAXES Each Fund has the potential to make the
following distributions:
TYPES OF DISTRIBUTIONS
<TABLE>
<S> <C>
Dividend income Represents interest and dividends earned from securities held
by the portfolio; also includes short-term capital gains, which
are gains on sales of securities the Fund buys and then
sells within a 12-month period.
- ------------------------------------------------------------------------------------
Long-term Represents capital gains on sales of securities held longer
capital gains than 12 months.
</TABLE>
DISTRIBUTION OPTIONS Each Fund declares distributions and any capital gains at
least annually. You can choose one of following options for these distributions
when you open your account.(1) To change your distribution option call
1-800-345-6611.
DISTRIBUTION OPTIONS
Reinvest all distributions in additional shares of your current fund
Reinvest all distributions in shares of another fund
Receive dividends in cash and reinvest capital gains(2)
Receive all distributions in cash and(2)
- - send the check to your address of record
- - send the check to a third party address
- - transfer the money to your bank via electronic funds transfer (EFT)
TAX CONSEQUENCES Regardless of whether you receive your distributions in cash or
reinvest them in additional Fund shares, all Fund distributions are subject to
federal income tax. Depending on the state where you live, distributions may
also be subject to state and local income taxes.
In general, any dividends and short-term capital gains distributions are taxable
as ordinary income. Distributions of other capital gains are generally taxable
as capital gains. You will be provided each year with the amount of ordinary
income and capital gains distributed to you for the previous year and any
portion of your distribution which are exempt from state and local taxes. Your
investment in a Fund may have additional personal tax implications. Please
consult your tax advisor on state, local or other applicable tax laws.
In addition to the dividends and capital gains distributions made by each Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund.
(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions
in additional shares of the Fund.
(2) Distributions of $10 or less will automatically be reinvested in
additional Fund shares. If you elect to receive distributions by check
and the check is returned as undeliverable, or if you do not cash a
distribution check within six months of the check date, the
distribution will be reinvested in additional share of the Fund.
---
20
<PAGE>
MANAGING THE FUNDS
INVESTMENT ADVISOR
Crabbe Huson Group, Inc., located at 121 S.W. Morrison, Suite 1400, Portland, OR
97204, is the Funds' investment advisor. In its duties as investment advisor,
Crabbe Huson runs the Funds' day-to day business, including placing all orders
for the purchase and sale of each Fund's portfolio securities. Crabbe Huson has
been an investment advisor since 1980. As of November 30, 1998, Crabbe Huson
managed over $3 billion in assets.
For the 1998 fiscal year, aggregate advisory fees paid to Crabbe Huson by the
Crabbe Huson Small Cap Fund, Crabbe Huson Equity Fund, Crabbe Huson Managed
Income & Equity Fund and Crabbe Huson Contrarian Income Fund amounted to 0.75%,
0.85%, 0.79% and 0.00% of average net assets of each Fund, respectively.
PORTFOLIO MANAGERS
Management of the SMALL CAP portfolio is handled on a day-to-day basis by a team
consisting of James E. Crabbe, John W. Johnson and Peter P. Belton. Mr. Crabbe
is coordinator of the team. Mr. Crabbe has served in various management
positions with Crabbe Huson since 1980 and has managed the predecessor to the
Special Fund since January 1, 1990. Prior to joining Crabbe Huson, Mr. Johnson
was a private investment banker from November, 1991 to May, 1995. Prior to
joining Crabbe Huson, 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.
Management of the EQUITY and MANAGED INCOME & EQUITY portfolios is handled on a
day-to-day basis by a team consisting of John E. Maack, Jr., Marian L. Kessler,
Robert E. Anton and Garth R. Nisbet. Mr. Anton is the coordinator of the team.
Mr. Maack has been employed as a portfolio manager and securities analyst by
Crabbe Huson since 1988. Ms. Kessler joined Crabbe Huson in August, 1995. From
September, 1993 until July, 1995, Ms. Kessler was a portfolio manager with
Safeco Asset Management. Mr. Anton joined Crabbe Huson in June, 1995. Prior to
joining Crabbe Huson, Mr. Anton served for 17 years as Chief Investment Officer
and as a portfolio manager at Financial Aims Corporation. Mr. Nisbet joined
Crabbe Huson in April, 1995. Between February, 1993 and March, 1995 Mr. Nisbet
was employed at Capital Consultants, Inc. as a portfolio manager of its fixed
income portfolio.
Management of the INCOME portfolio is handled on a day-to-day basis by a team
consisting of Mr. Nisbet and Paul C. Rocheleau. Mr. Rocheleau joined Crabbe
Huson in December, 1992.
---
21
<PAGE>
MANAGING THE FUNDS
YEAR 2000 COMPLIANCE
Like other investment companies, financial and business organizations and
individuals around the world, the Funds could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Funds' advisor,
administrator, distributor, and transfer agent ("Liberty Companies") are taking
steps that they believe are reasonably designed to address the Year 2000
Problem, including working with vendors who furnish services, software and
systems to the Funds, to provide that date-related information and data can be
properly processed after January 1, 2000. Many Fund service providers and
vendors, including the Liberty Companies, are in the process of making Year 2000
modifications to their software and systems and believe that such modifications
will be completed on a timely basis prior to January 1, 2000. However, no
assurances can be given that all modifications required to ensure proper data
processing and calculation on and after January 1, 2000 will be timely made or
that services to the Funds will not be adversely affected.
---
22
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Funds'
financial performance. Information is shown for the Funds' last five fiscal
years, which run from November 1 to October 31. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an investment
in the Fund, assuming reinvestment of all dividends and distributions. This
information has been audited by KPMG LLP, independent auditors, whose report
along with the Funds' financial statements are included in their annual report.
You can request a free annual report by calling 1-800-426-3750.
CRABBE HUSON SMALL CAP FUND -CLASS I
<TABLE>
<CAPTION>
Period ended
Year ended October 31 October 31
1998 1997 1996(a)
<S> <C> <C> <C>
Net asset value--
Beginning of period ($) 15.53 11.01 11.05
- -----------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income 0.03 0.07 0.00
- -----------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments (5.58) 4.62 (0.04)
- -----------------------------------------------------------------------------------------------------------------------
Total from investment operations (5.55) 4.69 (0.04)
- -----------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS ($)
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 ($) 8.68 15.53 11.01
- -----------------------------------------------------------------------------------------------------------------------
Total return % (38.37) 43.11 (0.36)(b)
- -----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's) ($) 62,539 71,655 1,514
- -----------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets % (e) 1.00 1.00(c) 1.00(c)(d)
- -----------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets % (e) (0.28) 0.60 (0.43)(d)
- -----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate % 30.00 65.11 39.34
- -----------------------------------------------------------------------------------------------------------------------
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED %
- -----------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (e) 1.21 1.28(c) 3.55(c)(d)
- -----------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (e) (0.49) 0.32 (2.98)(d)
- -----------------------------------------------------------------------------------------------------------------------
RATIOS NET OF FEES PAID INDIRECTLY %
- -----------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (e) 1.00 1.00 1.00(d)
- -----------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (e) (0.28) 0.60 (0.43)(d)
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Commencement of operations - 10/10/96.
(b) Not annualized.
(c) certain expense offset arrangements.
(d) Annualized.
(e) 1998 expense and net investment income ratio information is net of
benefits derived from custody creditsRatios include expenses paid
indirectly through directed brokerage and which had no impact.
---
23
<PAGE>
FINANCIAL HIGHLIGHTS
CRABBE HUSON EQUITY FUND -CLASS I
<TABLE>
<CAPTION>
Period ended
Year ended October 31 October 31
1998 1997 1996(a)
<S> <C> <C> <C>
Net asset value--
Beginning of period ($) 23.40 19.51 19.82
- ---------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income 0.17 0.21 0.00
- ---------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments (2.03) 5.31 (0.31)
- ---------------------------------------------------------------------------------------------------------------------
Total from investment operations (1.86) 5.52 (0.31)
- ---------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS ($)
Distributions from net investment income 0.15 0.09 0.00
- ---------------------------------------------------------------------------------------------------------------------
Distributions from capital gains 4.74 1.54 0.00
- ---------------------------------------------------------------------------------------------------------------------
Total distributions 4.89 1.63 0.00
- ---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 16.65 23.40 19.51
- ---------------------------------------------------------------------------------------------------------------------
Total return % (9.72) 30.35 (1.56)(b)
- ---------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's) ($) 27,672 24,084 4,415
- ---------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets % 1.01(c) 1.00(c) 1.00(c)(d)
- ---------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets % 0.76 0.71 0.15(d)
- ---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate % 1.27 128.65 117.00
- ---------------------------------------------------------------------------------------------------------------------
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED %
- ---------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets 1.13(c) 1.23(c) 1.58(c)(d)
- ---------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets 0.64 0.48 (0.43)(d)
- ---------------------------------------------------------------------------------------------------------------------
RATIOS NET OF FEES PAID INDIRECTLY %
- ---------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets 1.00 1.00 1.00(d)
- ---------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets 0.77 0.71 0.15(d)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Commencement of operations - 10/3/96.
(b) Not annualized.
(c) Ratios include expenses paid indirectly through directed brokerage and
certain expense offset arrangements.
(d) Annualized.
---
24
<PAGE>
FINANCIAL HIGHLIGHTS
CRABBE HUSON MANAGED INCOME & EQUITY FUND -CLASS I
<TABLE>
<CAPTION>
Period ended
Year ended October 31 October 31
1998 1997 1996(a)
<S> <C> <C> <C>
Net asset value--
Beginning of period ($) 14.94 13.39 13.38
- ---------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income 0.32 0.42 0.01
- ---------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments (0.37) 2.24 0.08
- ---------------------------------------------------------------------------------------------------------------------
Total from investment operations (0.05) 2.66 0.09
- ---------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS ($)
Distributions from net investment income 0.27 0.37 0.08
- ---------------------------------------------------------------------------------------------------------------------
Distributions from capital gains 1.81 0.74 0.00
- ---------------------------------------------------------------------------------------------------------------------
Total distributions 2.08 1.11 0.08
- ---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 12.81 14.94 13.39
- ---------------------------------------------------------------------------------------------------------------------
Total return % (0.44) 21.18 0.59(b)
- ---------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's) ($) 33,723 28,598 2,526
- ---------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets % 1.01(c) 1.00(c) 1.00(c)(d)
- ---------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets % 2.58 2.70 2.87(d)
- ---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate % 115.00 118.65 252.29
- ---------------------------------------------------------------------------------------------------------------------
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED %
- ---------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets 1.25(c) 1.42(c) 2.00(c)(d)
- ---------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets 2.34 2.28 1.87(d)
- ---------------------------------------------------------------------------------------------------------------------
RATIOS NET OF FEES PAID INDIRECTLY %
- ---------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets 1.00 1.00 1.00(d)
- ---------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets 2.59 2.70 2.87(d)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Commencement of operations - 10/28/96.
(b) Not annualized.
(c) Ratios include expenses paid indirectly through directed brokerage and
certain expense offset arrangements.
(d) Annualized.
---
25
<PAGE>
FINANCIAL HIGHLIGHTS
CRABBE HUSON CONTRARIAN INCOME FUND -CLASS I
<TABLE>
<CAPTION>
Year ended October 31
1998(a)
<S> <C>
Net asset value--
Beginning of period ($) 10.99
- ------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income 0.02
- ------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments (0.07)
- ------------------------------------------------------------------------------
Total from investment operations (0.05)
- ------------------------------------------------------------------------------
LESS DISTRIBUTIONS ($)
Distributions from net investment income 0.04
- ------------------------------------------------------------------------------
Net asset value, end of period ($) 10.90
- ------------------------------------------------------------------------------
Total return % (0.45)(b)
- ------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------
Net assets, end of period (000's) ($) 100
- ------------------------------------------------------------------------------
Ratio of expenses to average net assets % (d) 0.38(c)
- ------------------------------------------------------------------------------
Ratio of net investment income to average net assets % (d) 5.88(c)
- ------------------------------------------------------------------------------
Portfolio turnover rate % 158.00
- ------------------------------------------------------------------------------
RATIOS IF FEES HAD NOT BEEN WAIVED AND/OR REIMBURSED %
- ------------------------------------------------------------------------------
Ratio of expenses to average net assets (d) 5.00(c)
- ------------------------------------------------------------------------------
Ratio of net investment income to average net assets 1.26(c)
- ------------------------------------------------------------------------------
RATIOS NET OF FEES PAID INDIRECTLY %
- ------------------------------------------------------------------------------
Ratio of expenses to average net assets (d) 0.38(c)
- ------------------------------------------------------------------------------
Ratio of net investment income net assets (d) 5.88(c)
- ------------------------------------------------------------------------------
</TABLE>
(a) Class I shares were initially offered on 10/19/98.
(b) Not annualized.
(c) Annualized.
(d) 1998 expense and net investment income ratio information is net of benefits
derived from custody credits which had no impact.
---
26
<PAGE>
NOTES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
---
27
<PAGE>
NOTES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
---
28
<PAGE>
NOTES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
---
29
<PAGE>
FOR MORE INFORMATION
You can get more information about the Funds' investments in the Funds'
semi-annual and annual reports to shareholders. The annual report contains a
discussion of the market conditions and investment strategies that significantly
affected each Fund's performance over its last fiscal year.
You may wish to read the Statement of Additional Information (SAI) for more
information on the Funds and the securities in which they invest. The SAI is
incorporated into this prospectus by reference, which means that it is
considered to be part of this prospectus.
You can get free copies of reports and the SAI, request other information and
discuss your questions about the Funds by writing or calling the Funds'
Distributor at:
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-426-3750
www.libertyfunds.com
Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.
You can also obtain copies upon payment of a duplicating fee, by writing or
calling the:
Public Reference Room
Securities and Exchange Commission
Washington, DC, 20549-6009
1-800-SEC-0330
INVESTMENT COMPANY ACT FILE NUMBERS:
Colonial Trust III: 811-00881
- - Crabbe Huson Small Cap Fund
- - Crabbe Huson Equity Fund
- - Crabbe Huson Managed Income & Equity Fund
- - Crabbe Huson Contrarian Income Fund
[LIBERTY LOGO]
COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (C)1998
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com
<PAGE>
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481(a)
(Colonial Select Value Fund Classes A, B, C)
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Front Cover Page; Back Cover Page
2. The Fund
3. The Fund
4. The Fund
5. Not Applicable
6. Front Cover; Managing the Fund;
Your Account
7. Your Account
8. The Fund; Your Account
9. Financial Highlights
<PAGE>
- --------------------------------------------------------------------------------
COLONIAL SELECT VALUE FUND Prospectus, March 1, 1999
- --------------------------------------------------------------------------------
Advised by Colonial Management Associates, Inc.
T A B L E O F C O N T E N T S
<TABLE>
<S> <C>
THE FUND 2
- -----------------------------------------------
Investment Goal .......................... 2
Primary Investment Strategies ............ 2
Primary Investment Risks ................. 2
Performance History ...................... 3
Your Expenses ............................ 4
YOUR ACCOUNT 5
- -----------------------------------------------
How to Buy Shares ........................ 5
Sales Charges ............................ 6
How to Exchange Shares ................... 9
How to Sell Shares ....................... 9
Distribution and Service Fees ............ 10
Other Information About Your Account ..... 11
MANAGING THE FUND 13
- -----------------------------------------------
Investment Advisor ....................... 13
Portfolio Managers ....................... 13
Year 2000 Compliance ..................... 13
FINANCIAL HIGHLIGHTS 14
- -----------------------------------------------
</TABLE>
Although these securities have been
registered with the Securities and
Exchange Commission, the Commission has
not approved any shares offered in this
prospectus or determined whether this
prospectus is accurate or complete. Any
representation to the contrary is a
criminal offense.
- ----------------------------------------
<TABLE>
<S> <C>
MAY LOSE VALUE
NOT FDIC-INSURED NO BANK GUARANTEE
</TABLE>
- ----------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
The Fund Colonial Select Value Fund
- --------------------------------------------------------------------------------
UNDERSTANDING VALUE INVESTING
In managing the Fund, the advisor uses a
value investing strategy that focuses on
buying stocks cheaply when they are
under valued or "out of favor." The
advisor buys stocks that have attractive
current prices, consistent operating
performance and/or favorable future
growth prospects. The advisor's strategy
uses fact-based, quantitative analysis
supported by fundamental business and
financial analyses.
========================================
INVESTMENT GOAL
- --------------------------------------------------------------------------------
The Fund seeks long-term growth.
PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
The Fund invests, under normal market conditions, primarily in middle
capitalization stocks. Middle capitalization stocks are stocks with market
capitalizations between $400 million and the largest stock in the Russell Mid
Cap Index at the time of purchase. In addition, any stock that is a member of
the S&P Mid Cap 400 Index is considered a middle capitalization stock.
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit. Taking a temporary defensive
position may prevent the Fund from achieving its investment objective.
In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principle focus of the Fund and therefore are not described in this prospectus.
These types of securities and investment practices are identified and discussed
in the Fund's Statement of Additional Information (SAI), which you may obtain by
contacting Liberty Funds Distributor, Inc. (see back cover for address and phone
number). Approval by the Fund's shareholders is not required to modify or change
the Fund's goal or investment strategies.
PRIMARY INVESTMENT RISKS
- --------------------------------------------------------------------------------
The primary risks of investing in the Fund are described below. There are many
circumstances (that are not described here) which could cause you to lose money
by investing in the Fund or prevent the Fund from achieving its goal.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Value stocks are securities of companies that are generally not expected to
experience significant earnings growth but are stocks that the advisor believes
are undervalued. These companies may have experienced adverse business or
industry developments or may be subject to special risks that have caused the
stocks to be out of favor. If the advisor's assessment of a company's prospects
is wrong, the price of its stock may fall or may not approach the value the
advisor has placed on it.
Smaller companies are more likely than larger companies to have limited product
lines, markets or financial resources, or to depend on a small, inexperienced
management team. Stocks of smaller companies may trade less frequently and in
limited volume and their prices may fluctuate more than stocks of other
companies. Stocks of smaller companies, therefore, may be more vulnerable to
adverse developments than those of larger companies.
----
2
<PAGE>
THE FUND Colonial Select Value Fund
UNDERSTANDING PERFORMANCE
Calendar-year total return shows the
Fund's Class A share performance for
each of the last ten complete calendar
years. It includes the effects of Fund
expenses, but not the effects of sales
charges. If sales charges were included,
these returns would be lower.
Average annual total return is a measure
of the Fund's performance over the past
one-, five- and ten-year periods. It
includes the effects of Fund expenses.
The table shows each class's returns
with sales charges.
The Fund's return is compared to the
Standard & Poor's Midcap 400 Index, an
unmanaged index that tracks the
performance of middle-capitalization
U.S. stocks, and the average return of
the funds included in the Lipper, Inc.
Mid-Cap Average. Unlike the Fund, the
index does not incur fees or charges. It
is not possible to invest in the index.
Sales charges are not reflected in the
Lipper, Inc. Mid-Cap Average.
========================================
PERFORMANCE HISTORY
- --------------------------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class A shares. The
performance table following the bar chart shows how the Fund's average annual
returns for all share classes compare with those of a broad measure of market
performance for one year, five years and ten years. The chart and table are
intended to illustrate some of the risks of investing in the Fund by showing the
changes in the Fund's performance. All returns include the reinvestment of
dividends and distributions. As with all mutual funds, past performance does not
predict the Fund's future performance.
Calendar-Year Total Returns (Class A)
[type representation of chart]
1989 29.43%
1990 -10.66%
1991 34.09%
1992 11.00%
1993 9.99%
1994 -2.66%
1995 38.00%
1996 20.47%
1997 33.20%
1998 14.36%
[end chart]
- --------------------------------------------------------------------------------
Best quarter: 1st quarter 1991, +20.19%
Worst quarter: 3rd quarter 1990, -19.69%
Average Annual Total Returns -- for periods ended December 31, 1998
<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
<S> <C> <C> <C>
Class A (%) 7.78 18.36 15.96
- ---------------------------------------------------------------------
Class B (1) (%) 8.46 18.69 16.08
- ---------------------------------------------------------------------
Class C (1) (%) 12.53 19.55 16.55
- ---------------------------------------------------------------------
S&P Midcap 400 Index (%) 19.11 18.84 19.29
- ---------------------------------------------------------------------
Lipper, Inc. Mid-Cap Average (%) 12.16 14.87 15.44
</TABLE>
(1) Class B and Class C share (newer class shares) performance information
includes returns of the Fund's Class A shares (the oldest existing fund
class) for periods prior to the inception of the newer class shares.
These class A share returns are not restated to reflect any differences in
expenses (like Rule 12b-1 fees) between Class A shares and the newer class
shares. If differences in expenses were reflected, the returns for periods
prior to the inception of the newer class shares would be lower.
----
3
<PAGE>
THE FUND Colonial Select Value Fund
UNDERSTANDING EXPENSES
Shareholder Fees are paid directly by
shareholders to the Fund's distributor.
Annual Fund Operating Expenses are
deducted from the Fund. They include
management, 12b-1 fees, brokerage
costs, and administrative costs
including pricing and custody services.
Example Expenses helps you compare the
cost of investing in the Fund to the
cost of investing in other mutual funds.
It uses the following hypothetical
conditions:
o $10,000 initial investment
o 5% total return for each year
o Fund operating expenses remain the same
o No expense reductions in effect
=========================================
YOUR EXPENSES
- --------------------------------------------------------------------------------
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.
Shareholder Fees (paid directly from your investment)
<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Maximum sales charge (load) on
purchases (%) (as a
percentage of the offering price) 5.75 0.00 0.00
- -------------------------------------------------------------------------------------------
Maximum deferred sales
charge (load) on redemptions
(%) (as a percentage of the
offering price) 1.00(3) 5.00 1.00
- -------------------------------------------------------------------------------------------
Redemption fee(1) (as a percentage
of amount redeemed, if
applicable) None None None
</TABLE>
Annual Fund Operating Expenses (deducted directly from Fund assets)
<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Management fee (%) 0.70 0.70 0.70
- -------------------------------------------------------------------------------------------
Distribution and service (12b-1)
fees (%) 0.24 0.99 0.99
- -------------------------------------------------------------------------------------------
Other expenses (%) 0.38 0.38 0.38
- -------------------------------------------------------------------------------------------
Total annual fund operating
expenses (%) 1.32 2.07 2.07
</TABLE>
Example Expenses (your actual costs may be higher or lower)
<TABLE>
<CAPTION>
Class 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class A $ 702 $ 969 $1,257 $2,075
- -------------------------------------------------------------------------------------------
Class B: did not sell your shares $ 210 $ 649 $1,114 $2,209
sold all your shares at
the end of the period $ 710 $ 949 $1,314 $2,209
- -------------------------------------------------------------------------------------------
Class C: did not sell your shares $ 210 $ 649 $1,114 $2,401
sold all your shares at
the end of the period $ 310 $ 649 $1,114 $2,401
</TABLE>
(1) There is a $7.50 charge for wiring sale proceeds to your bank.
(2) This charge applies only to purchases of $1 million to $5 million if shares
obtained through these purchases are redeemed within 18 months after
purchase.
----
4
<PAGE>
- --------------------------------------------------------------------------------
Your Account
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INVESTMENT MINIMUMS(1)
<S> <C>
Initial Investment..........$1,000
Subsequent Investments.........$50
Automatic Purchase Plans.......$50
Retirement Plans...............$25
</TABLE>
==================================
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When the Fund receives your
purchase request in "good form," your shares will be bought at the next
calculated public offering price. In good form means that you placed your order
with your brokerage firm or your payment has been received and your application
is complete, including all necessary signatures.
Outlined below are various ways you can purchase shares:
<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your Your financial advisor can help you establish your account and buy Fund
financial advisor shares on your behalf.
- -----------------------------------------------------------------------------------------------------
By check For new accounts, send a completed application and check made payable
(new account) to the Fund to the transfer agent, Liberty Funds Services, Inc., P.O. Box
1722, Boston, MA 02105-1722.
- -----------------------------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional investment stub
(existing account) included in your quarterly statement, or send a letter of instruction
including your Fund name and account number with a check made payable to
the Fund to Liberty Funds Services, Inc., P.O. Box 1722, Boston,
MA 02105-1722.
- -----------------------------------------------------------------------------------------------------
By exchange You may acquire shares by exchanging shares you own in one fund for shares
of the same class of the Fund at no additional cost. To exchange by telephone,
call 1-800-422-3737.
-----------------------------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank account to your fund
account. To wire funds to your fund account, call 1-800-422-3737 to obtain
a control number and the wiring instructions.
-----------------------------------------------------------------------------------------------------
By electronic You may purchase shares by electronically transferring money from your
funds transfer bank account to your fund account by calling 1-800-422-3737. Your
(EFT) money may take up to two business days to be invested. You must set up
this feature prior to your telephone request. Be sure to complete the
appropriate section of the application.
-----------------------------------------------------------------------------------------------------
Automatic You may make monthly or quarterly investments automatically from your
investment plan bank account to your fund account. You can select a pre-authorized
amount to be sent via EFT. Be sure to complete the appropriate section of
the application for this feature.
-----------------------------------------------------------------------------------------------------
By dividend You may automatically invest dividends distributed by one fund into the
diversification same class of shares of another fund at no additional sales charge. To
invest your dividends in another fund, call 1-800-345-6611.
</TABLE>
(1) The Fund reserves the right to change the investment minimums. The fund
also reserves the right to refuse a purchase order for any reason,
including if it believes that doing so would be in the best interest of
the Fund and its shareholders.
----
5
<PAGE>
Your Account
CHOOSING A SHARE CLASS
The Fund offers three classes of shares
in this prospectus -- Class A, B and C.
Each share class has its own sales
charge and expense structure.
Determining which share class is best
for you depends on the dollar amount you
are investing and the number of years
for which you are willing to invest.
Purchases of more than $250,000 but less
than $1 million can be made only in
Class A and Class C shares. Purchases of
$1 million or more are automatically
invested in Class A shares. Based on
your personal situation, your investment
advisor can help you decide which class
of shares makes the most sense for you.
The Fund also offers an additional class
of shares, Class Z shares, exclusively
to certain institutional and other
investors. Class Z shares are made
available through a separate prospectus
provided to eligible investors.
========================================
SALES CHARGES
- --------------------------------------------------------------------------------
You may be subject to an initial sales charge when you purchase, or a contingent
deferred sales charge (CDSC) when you sell, shares of the Fund. These sales
charges are described below. In certain circumstances these sales charges are
waived, as described below and in the SAI.
Class A shares Your purchases of Class A shares generally are at the Public
Offering Price (POP). This price includes a sales charge that is based on the
amount of your initial investment when you open your account. The sales charge
you pay on additional investments is based on the total amount of your purchase
and the current value of your account. The amount of the sales charge differs
depending on the amount you invest as shown in the table below. The table below
also shos the commission paid to the financial advisor firm on sales of Class A
shares.
The Fund
<TABLE>
<CAPTION>
% of
offering
As a % of price
the Public As a % retained by
Offering of your financial
Amount of Purchase Price (POP) investment advisor firm
<S> <C> <C> <C>
Less than $50,000 5.75 6.10 5.00
- ----------------------------------------------------------------------------------
$50,000 to less than $100,000 4.50 4.71 3.75
- ----------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50 3.63 2.75
- ----------------------------------------------------------------------------------
$250,000 to less than $500,000 2.50 2.56 2.00
- ----------------------------------------------------------------------------------
$500,000 to less than $1,000,000 2.00 2.04 1.75
- ----------------------------------------------------------------------------------
$1,000,000 or more(1) 0.00 0.00 0.00
</TABLE>
(1) Redemptions from Class A share accounts with shares valued between $1
million and $5 million may be subject to a CDSC. Class A share purchases
that bring your account value above $1 million are subject to a 1% CDSC if
redeemed within 18 months of their purchase date. The 18-month period
begins on the first day of the month following each purchase.
----
6
<PAGE>
Your Account
UNDERSTANDING CONTINGENT DEFERRED
SALES CHARGES (CDSC)
Certain investments in Class A, B and C
shares are subject to a CDSC. You will
pay the CDSC only on shares you sell
within a certain amount of time after
purchase. The CDSC generally declines
each year until there is no charge for
selling shares. The CDSC is applied to
the NAV at the time of purchase or sale,
whichever is lower. For purposes of
calculating CDSC, the start of the
holding period is the month-end of the
month in which the purchase is made.
Shares you purchase with reinvested
dividends or capital gains are not
subject to a CDSC. When you place an
order to sell shares, the Fund will
automatically sell first those shares
not subject to a CDSC and then those you
have held the longest. This policy helps
reduce and possibly eliminate the
potential impact of the CDSC.
=========================================
Class A Shares For Class A share purchases of $1 million or more, financial
advisors receive a commission from the Fund's distributor, Liberty Funds
Distributor, Inc. (LFD), as follows:
Purchases Over $1 Million
<TABLE>
<CAPTION>
Amount Purchased Commission %
<S> <C>
First $3 million 1.00
- --------------------------------------------------
Next $2 million 0.50
- --------------------------------------------------
Over $5 million 0.25(1)
</TABLE>
Reduced Sales Charges for Larger Investments There are two ways for you to pay a
lower sales charge when purchasing Class A shares. The first is through Rights
of Accumulation. If the combined value of the Fund accounts maintained by you,
your spouse or your minor children reaches a discount level (according to the
chart on the previous page), your next purchase will receive the lower sales
charge. The second is by signing a Statement of Intent within 90 days of your
purchase. By doing so, you would be able to pay the lower sales charge on all
purchases by agreeing to invest a total of at least $50,000 within 13 months. If
your Statement of Intent purchases are not completed within 13 months, you will
be charged the applicable sales charge. In addition, certain investors may
purchase shares at a reduced sales charge or at net asset value (NAV), which is
the value of a Fund share excluding any sales charges. See the SAI for a
description of these situations.
Class B shares Your purchases of Class B shares are at the Fund's NAV. Class B
shares have no front-end sales charge, but carry a CDSC, or back-end charge,
that is imposed only on shares sold prior to the completion of the periods shown
in the chart below. The CDSC generally declines each year and eventually
disappears over time. Class B shares automatically convert to Class A shares
after eight years. LFD pays the financial advisor firm an upfront commission of
5.00% on sales of Class B shares.
(1) Paid over 12 months but only to the extent the shares remain outstanding.
----
7
<PAGE>
Your Account
The Fund
<TABLE>
<CAPTION>
% deducted when
Holding period after purchase shares are sold
<S> <C>
Through first year 5.00
- --------------------------------------------------
Through second year 4.00
- --------------------------------------------------
Through third year 3.00
- --------------------------------------------------
Through fourth year 3.00
- --------------------------------------------------
Through fifth year 2.00
- --------------------------------------------------
Through sixth year 1.00
- --------------------------------------------------
Longer than six years 0.00
</TABLE>
Class C shares Similar to Class B shares, your purchases of Class C shares are
at the Fund's NAV. Although Class C shares have no front-end sales charge, they
carry a CDSC of 1% that is applied to shares sold within the first year after
they are purchased. After holding shares for one year, you may sell them at any
time without paying a CDSC. LFD pays the financial advisor firm an upfront
commission of 1.00% on sales of Class C shares.
The Fund
<TABLE>
<CAPTION>
Years after purchase % deducted when shares are sold
<S> <C>
Through first year 1.00
- ----------------------------------------------------------
Longer than one year 0.00
</TABLE>
----
8
<PAGE>
Your Account
HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
You may exchange your shares for shares of the same share class of another fund
at distributed by LFD NAV. If your shares are subject to a CDSC, you will not be
charged a CDSC upon the exchange. However, when you sell the shares acquired
through the exchange, the shares sold may be subject to a CDSC, depending upon
when you originally purchased the shares you exchanged. For purposes of
computing the CDSC, the length of time you have owned your shares will be
computed from the date of your original purchase and the applicable CDSC will be
the CDSC of the original fund. Unless your account is part of a tax-deferred
retirement plan, an exchange is a taxable event. Therefore, you may realize a
gain or a loss for tax purposes. The Fund may terminate your exchange privilege
if the advisor determines that your exchange activity is likely to adversely
impact the advisor's ability to manage the Fund. To exchange by telephone, call
1-800-422-3737.
HOW TO SELL SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you determine if and when you should sell your
shares. You may sell shares of the Fund on any regular business day that the New
York Stock Exchange (NYSE) is open.
When the Fund receives your sales request in "good form," shares will be sold at
the next calculated price. In "good form" means that money used to purchase your
shares is fully collected. When selling shares by letter of instruction, "good
form" means (i) your letter has complete instructions, the proper signatures and
signature guarantees, (ii) you have included any certificates for shares to be
sold and (iii) any other required documents are attached. For additional
documents required for sales by Corporations, agents, fiduciaries and surviving
joint owners, please call 1-800-345-6611. Retirement Plan accounts have special
requirements; please call 1-800-799-7526 for more information.
The Fund will generally send proceeds from the sale to you within seven days.
However, if you purchased your shares by check, the Fund may delay sending the
proceeds for up to 15 days after your initial purchase to protect against checks
that are returned.
----
9
<PAGE>
Your Account
Outlined below are the various options for selling shares:
<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your You may call your financial advisor to place your sell order. To receive the
financial advisor current trading day's price, your financial advisor firm must receive your
request prior to the close of the NYSE, usually 4:00 p.m. Eastern time.
- -----------------------------------------------------------------------------------------------------
By exchange You or your financial advisor may sell shares by exchanging from the Fund
into the same share class of another fund at no additional cost. To
exchange by telephone, call 1-800-422-3737.
- -----------------------------------------------------------------------------------------------------
By telephone You or your financial advisor may sell shares by telephone and request that a
check be sent to your address of record by calling 1-800-422-3737. The dollar
limit for telephone sales is $100,000 in a 30-day period. You do not need to set
up this feature in advance of your call.
- -----------------------------------------------------------------------------------------------------
By mail You may send a signed letter of instruction (LOI) or stock power form along
with any certificates to be sold to the address below. In your LOI, note your
fund's name, share class, account number, and the dollar value or number of
shares you wish to sell. All account owners must sign the letter, and
signatures must be guaranteed by either a bank, a member firm of a national
stock exchange or another eligible guarantor institution. Additional
documentation is required for sales by corporations, agents, fiduciaries,
surviving joint owners and individual retirement account (IRA) owners. For
details, call 1-800-345-6611.
Mail your LOI to Liberty Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722
- -----------------------------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be
wired to your bank. You must set up this feature prior to
your telephone request. Be sure to complete the appropriate
section of the account application for this feature.
- -----------------------------------------------------------------------------------------------------
By electronic You may sell shares and request that the proceeds be electronically
funds transfer transferred to your bank. Proceeds may take up to two business days to be
received by your bank. You must set up this feature prior
to your request. Be sure to complete the appropriate
section of the account application for this feature.
</TABLE>
DISTRIBUTION AND SERVICE FEES
- --------------------------------------------------------------------------------
The Fund has adopted a plan under Rule 12b-1 that permits it to pay marketing
and other fees to support the sale and distribution of Class A, B and C shares
and the services provided to you by your financial advisor. These annual
distribution and service fees may equal up to 0.15% for Class A shares
outstanding prior to April 1, 1989 and 0.25% for Class A shares thereafter and
1.00% for each of Class B and Class C shares and are paid out of the assets of
these classes. Over time, these fees will increase the cost of your shares and
may cost you more than paying other types of sales charges.(1)
(1) Class B shares automatically convert to Class A after eight years,
eliminating the distribution fee.
----
10
<PAGE>
Your Account
OTHER INFORMATION ABOUT YOUR ACCOUNT
- --------------------------------------------------------------------------------
How the Fund's Share Price is Determined The price of each class of the Fund's
shares is based on its NAV. The NAV is determined at the close of the NYSE,
usually 4:00 p.m. Eastern time, on each business day that the NYSE is open
(typically Monday through Friday).
When you request a transaction, it will be processed at the NAV (plus any
applicable sales charges) next determined after your request is received in good
form by LFD. In most cases, in order to receive that day's price, LFD must
receive your order before that day's transactions are processed. If you request
a transaction through your financial advisor's firm, the firm must receive your
order by the close of trading on the NYSE to receive that day's price.
The Fund determines its NAV for each share class by dividing its total net
assets by the number of shares outstanding. In determining the NAV, the Fund
must determine the price of each security in its portfolio at the close of each
trading day. Securities for which market quotations are available are valued
each day at the current market value. However, where market quotations are
unavailable, or when the advisor believes that subsequent events have made them
unreliable, the Fund may use other data to determine the fair value of the
securities.
You can find the daily price of many share classes for the Fund in most major
daily newspapers. You can find daily prices for all share classes by visiting
the Fund's web site at www.libertyfunds.com.
Account Fees If your account value falls below $1,000 (other than as a result of
depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Fund's transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring the
value above $1,000 prior to the fee date, the fee will not be deducted.
Share Certificates Share certificates are not available for Class B and C
shares. Certificates will be issued for Class A shares only if requested. If you
decide to hold share certificates, you will not be able to sell your shares
until you have endorsed your certificates and returned them to LFD.
----
11
<PAGE>
Your Account
UNDERSTANDING FUND
DISTRIBUTIONS
The Fund earns income from the
securities it holds. The fund also may
experience capital gains and losses on
sales of its securities. The Fund
distributes substantially all of its net
investment income and capital gains to
shareholders. As a shareholder, you are
entitled to a portion of the Fund's
income and capital gains based on the
number of shares you own at the time
these distributions are declared.
========================================
Dividends, Distributions, and Taxes The Fund has the potential to make the
following distributions:
Types of Distributions
<TABLE>
<S> <C>
Dividend/ordinary Represents interest and dividends earned from securities held by
income the Fund.
- -----------------------------------------------------------------------------------------
Capital gains Represents capital gains on sales of securities.
</TABLE>
Distribution Options The Fund distributes any dividends semi-annually and
capital gains at least annually. You can choose one of the following options for
these distributions when you open your account.(1) To change your distribution
option call 1-800-345-6611.
Distribution Options
Reinvest all distributions in additional shares of your current fund
- --------------------------------------------------------------------------------
Reinvest all distributions in shares of another fund
- --------------------------------------------------------------------------------
Receive dividends in cash and reinvest capital gains(2)
- --------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(2)
o send the check to your address of record
o send the check to a third party address
o transfer the money to your bank via electronic funds transfer (EFT)
Tax Consequences Regardless of whether you receive your distributions in cash or
reinvest them in additional Fund shares, all Fund distributions are subject to
federal income tax. Depending on the state where you live, distributions may
also be subject to state and local income taxes.
In general, any dividends and short-term capital gains distributions are taxable
as ordinary income. Distributions of long-term capital gains are generally
taxable as capital gains. You will be provided each year regarding the amount of
ordinary income and capital gains distributed to you for the previous year and
any portion of your distributions which is exempt from state and local taxes.
Your investment in the Fund may have additional personal tax implications.
Please consult your tax advisor on state, local or other applicable tax laws.
In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund. Such transactions may be subject to federal income tax.
(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of the fund.
(2) Distributions of $10 or less will automatically be reinvested in
additional Fund shares. If you elect to receive distributions by check and
the check is returned as undeliverable, or if you do not cash a
distribution check within six months of the check date, the distribution
will be reinvested in additional shares of the Fund.
----
12
<PAGE>
Managing the Fund
INVESTMENT ADVISOR
- --------------------------------------------------------------------------------
Colonial Management Associates, Inc. (Colonial), located at One Financial
Center, Boston, MA 02111-2621, is the Fund's investment advisor. In its duties
as investment advisor, Colonial runs the Fund's day-to day business, including
placing all orders for the purchase and sale of each Fund's portfolio
securities. Colonial has been an investment advisor since 1980. As of January
31, 1999, Colonial managed over $17 billion in assets.
Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory business of its affiliate, Stein Roe
& Farnham Incorporated (Stein Roe), by a combined management team of employees
from both companies. Stein Roe also shares personnel, facilities and systems
with Colonial that may be used in providing administrative services to the Fund.
Both Colonial and Stein Roe are subsidiaries of Liberty Financial Companies,
Inc.
For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.70% of average daily net assets of the Fund.
Colonial can use the services of AlphaTrade Inc., an affiliated broker-dealer,
when buying or selling equity securities for the Fund's portfolio, pursuant to
procedures adopted by the Board of Trustees.
PORTFOLIO MANAGERS
- --------------------------------------------------------------------------------
James P. Haynie, vice president of Colonial, has co-managed the Fund since
October 1997.
Michael Rega, vice president of Colonial, has been employed by Colonial as an
analyst since 1993 and has co-managed the Fund since October 1997.
YEAR 2000 COMPLIANCE
- --------------------------------------------------------------------------------
Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's advisor,
distributor and transfer agent (Liberty Companies) are taking steps that they
believe are reasonably designed to address the Year 2000 Problem, including
working with vendors who furnish services, software and systems to the Fund, to
provide that date-related information and data can be properly processed after
January 1, 2000. Many Fund service providers and vendors, including the Liberty
Companies, are in the process of making Year 2000 modifications to their
software and systems and believe that such modifications will be completed on a
timely basis prior to January 1, 2000. 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.
----
13
<PAGE>
Financial Highlights
The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last five fiscal
years, which run from November 1 to October 31. Certain information reflects
financial results for a single fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, independent
auditors, whose report along with the Fund's financial statements are included
in the Fund's annual report. You can request a free annual report by calling
1-800-426-3750.
The Fund
<TABLE>
<CAPTION>
Years ended October 31
=============================================================================
1998 1997
Class A Class B Class C Class A Class B Class C(b)
=========== =========== =========== =========== =========== =================
<S> <C> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period ($) 20.430 20.020 20.410 18.040 17.840 19.860
- ---------------------------------------------------------------------------- -----------------------------------------
Income from Investment Operations ($)
Net investment income (loss)(a) (0.047) (0.199) (0.201) (0.002) (0.135) (0.053)
- ---------------------------------------------------------------------------- -----------------------------------------
Net realized and unrealized gain 1.637 1.599 1.641 4.575 4.498 0.603(c)
- ---------------------------------------------------------------------------- -----------------------------------------
Total from Investment Operations 1.590 1.400 1.440 4.573 4.363 0.550
- ---------------------------------------------------------------------------- -----------------------------------------
Less Distributions Declared to Shareholders:
From net investment income -- -- -- -- -- --
- ---------------------------------------------------------------------------- -----------------------------------------
In excess of net investment
income -- -- -- -- -- --
- ---------------------------------------------------------------------------- -----------------------------------------
From net realized gains (1.850) (1.850) (1.850) (2.183) (2.183) --
- ---------------------------------------------------------------------------- -----------------------------------------
Total Distributions Declared to
Shareholders (1.850) (1,850) (1.850) (2.183) (2.183) --
- ---------------------------------------------------------------------------- -----------------------------------------
Net asset value --
End of period ($) 20.170 19.570 20.000 20.430 20.020 20.410
- ---------------------------------------------------------------------------- -----------------------------------------
Total return (%)(d) 7.95 7.10 7.17 28.29 27.33 2.77(f)
- ---------------------------------------------------------------------------- -----------------------------------------
Ratios to Average Net Assets (%)
Expenses(e) 1.32 2.07 2.07 1.03 1.78 1.81(g)
- ---------------------------------------------------------------------------- -----------------------------------------
Net investment income (loss)(e) (0.23) (0.98) (0.98) (0.01) (0.76) (1.05)(g)
- ---------------------------------------------------------------------------- -----------------------------------------
Portfolio turnover 32 32 32 63 63 63
- ---------------------------------------------------------------------------- -----------------------------------------
Net assets at end of period (000) ($) 373,092 295,025 12,519 340,479 192,161 558
- ---------------------------------------------------------------------------- -----------------------------------------
<CAPTION>
Years ended October 31
=======================
1996
Class A Class B
=========== ===========
<S> <C> <C>
Net asset value --
Beginning of period ($) 16.140 16.040
- --------------------------------------------------------------
Income from Investment Operations ($)
Net investment income (loss)(a) (0.043) (0.081)
- --------------------------------------------------------------
Net realized and unrealized gain 3.162 3.129
- --------------------------------------------------------------
Total from Investment Operations 3.205 3.048
- --------------------------------------------------------------
Less Distributions Declared to
Shareholders:
From net investment income (0.042) (0.005)
- --------------------------------------------------------------
In excess of net investment
income (0.023) (0.003)
- --------------------------------------------------------------
From net realized gains (1.240) (1.240)
- --------------------------------------------------------------
Total Distributions Declared to
Shareholders (1.305) (1.248)
- --------------------------------------------------------------
Net asset value --
End of period ($) 18.040 17.840
- --------------------------------------------------------------
Total return (%)(d) 21.28 20.31
- --------------------------------------------------------------
Ratios to Average Net Assets (%)
Expenses(e) 1.17 1.92
- --------------------------------------------------------------
Net investment income (loss)(e) 0.25 (0.50)
- --------------------------------------------------------------
Portfolio turnover 100 100
- --------------------------------------------------------------
Net assets at end of period (000) ($) 255,911 128,283
- --------------------------------------------------------------
</TABLE>
(a) Per share data was calculated using average shares outstanding during the
period.
(b) Class C shares were initially offered on August 1, 1997. Per share
amounts reflect activity from that date.
(c) The amount shown for a share outstanding does not correspond with the
aggregate net gain on investments for the period due to the timing of
sales and repurchases of Fund shares in relation to fluctuating market
values of the investments of the Fund.
(d) Total return at net asset value assuming all distributions reinvested and
no initial sales charge or contingent deferred sales charge.
(e) The benefits derived from custody credits and directed brokerage
arrangements had no impact. Prior years' ratios are net of benefits
received if any.
(f) Not annualized.
(g) Annualized.
----
14
<PAGE>
Financial Highlights
The Fund
<TABLE>
<CAPTION>
Year ended October 31
===============================================================
1995 1994
Class A Class B Class A Class B
================ ================ =========== ===========
<S> <C> <C> <C> <C>
Net asset value --
Beginning of period ($) 14.020 13.940 15.240 15.180
- ------------------------------------------------------------------------------------- -------------------------
Income from Investment Operations ($)
Net investment income (loss)(a) 0.174 0.065 0.096 (0.008)
- ------------------------------------------------------------------------------------- -------------------------
Net realized and unrealized gain 3.326 3.317 0.275 0.288
- ------------------------------------------------------------------------------------- -------------------------
Total from Investment Operations 3.500 3.382 0.371 0.280
- ------------------------------------------------------------------------------------- -------------------------
Less Distributions Declared to Shareholders
From net investment income (0.165) (0.067) (0.071) --
- ------------------------------------------------------------------------------------- -------------------------
In excess of net investment income -- -- -- --
- ------------------------------------------------------------------------------------- -------------------------
From net realized gains (1.215) (1.215) (1.520) (1.520)
- ------------------------------------------------------------------------------------- -------------------------
Total Distributions Declared to Shareholders (1.380) (1.282) (1.591) (1.520)
- ------------------------------------------------------------------------------------- -------------------------
Net asset value --
End of period ($) 16.140 16.040 14.020 13.940
- ------------------------------------------------------------------------------------- -------------------------
Total return (%)(b) 28.44 27.50 2.78 2.12
- ------------------------------------------------------------------------------------- -------------------------
Ratios to Average Net Assets (%):
Expenses 1.12(c) 1.90(c) 1.22 1.97
- ------------------------------------------------------------------------------------- -------------------------
Net investment income (loss) 1.24(c) 0.46(c) 0.69 (0.06)
- ------------------------------------------------------------------------------------- -------------------------
Portfolio turnover 92 92 121 121
- ------------------------------------------------------------------------------------- -------------------------
Net assets at end of period (000) ($) 194,393 75,283 160,495 53,218
- ------------------------------------------------------------------------------------- -------------------------
</TABLE>
(a) Per share data was calculated using average shares outstanding during the
period.
(b) Total return at net asset value assuming all distributions reinvested and
no initial sales charge or contingent deferred sales charge.
(c) The benefits derived from custody credits and directed brokerage
arrangements had no impact. Prior years' ratios are net of benefits
received, if any.
----
15
<PAGE>
FOR MORE INFORMATION
- --------------------------------------------------------------------------------
You can get more information about the Fund's investments in the Fund's
semi-annual and annual reports to shareholders. The annual report contains a
discussion of the market conditions and investment strategies that significantly
affected the Fund's performance over its last fiscal year.
You may wish to read the SAI for more information on the Fund and the securities
in which it invests. The SAI is incorporated into this prospectus by reference,
which means that it is considered to be part of this prospectus.
You can get free copies of reports and the SAI, request other information and
discuss your questions about the Fund by writing or calling the Fund's
Distributor at:
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-426-3750
www.libertyfunds.com
Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.
You can review and copy information about the Fund by visiting the following
location, and you can obtain copies upon payment of a duplicating fee, by
writing or calling the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.
Investment Company Act file numbers
Colonial Trust III: 811-00881
o Colonial Select Value Fund
- --------------------------------------------------------------------------------
[LOGO]
[Liberty Head] L I B E R T Y
COLONIAL o CRABBE HUSON o NEWPORT o STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (C)1999
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com
SV-00/000X-0000 X (1/99)
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481(a)
(Colonial Select Value Fund, Class Z)
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Front Cover Page; Back Cover Page
2. The Fund
3. The Fund
4. The Fund
5. Not Applicable
6. Front Cover; Managing the Fund;
Your Account
7. Your Account
8. The Fund; Your Account
9. Financial Highlights
<PAGE>
- --------------------------------------------------------------------------------
COLONIAL SELECT VALUE FUND Prospectus, March 1, 1999
o CLASS Z SHARES
Advised by Colonial Management Associates, Inc.
The following eligible institutional investors may purchase Class Z shares: (i)
any retirement plan with aggregate assets of at least $5 million at the time of
purchase of Class Z shares and which purchase shares directly from Liberty Funds
Distributor, Inc. (LFD) or through a third party broker-dealer; (ii) any
insurance company, trust company or bank purchasing shares for its own account;
and (iii) any endowment, investment company or foundation. In addition, Class Z
shares may be purchased directly or by exchange by any clients of investment
advisory affiliates of LFD provided that the clients meet certain criteria
established by LFD and its affiliates.
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved any shares offered in this
prospectus or determined whether this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
- ----------------------------------------
| MAY LOSE VALUE
NOT FDIC-INSURED |
| NO BANK GUARANTEE
- ----------------------------------------
- --------------------------------------------------------------------------------
T A B L E O F C O N T E N T S
<TABLE>
<S> <C>
THE FUND 2
- ----------------------------------------------------
Investment Goal .............................. 2
Primary Investment Strategies ................ 2
Primary Investment Risks ..................... 2
Performance History .......................... 3
Your Expenses ................................ 4
YOUR ACCOUNT 5
- ----------------------------------------------------
How to Buy Shares ............................ 5
Sales Charges ................................ 6
How to Exchange Shares ....................... 6
How to Sell Shares ........................... 6
Other Information About Your Account ......... 8
MANAGING THE FUND 10
- ----------------------------------------------------
Investment Advisor ........................... 10
Portfolio Managers ........................... 10
Year 2000 Compliance ......................... 10
FINANCIAL HIGHLIGHTS 11
- ----------------------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
The Fund COLONIAL SELECT VALUE FUND
- --------------------------------------------------------------------------------
UNDERSTANDING VALUE INVESTING
In managing the Fund, the advisor uses a value investing strategy that focuses
on buying stocks cheaply when they are undervalued or "out of favor." The
advisor buys stocks that have attractive current prices, consistent operating
performance and/or favorable future growth prospects. The advisor's strategy
uses fact-based, quantitative analysis supported by fundamental business and
financial analyses.
- --------------------------------------------------------------------------------
INVESTMENT GOAL
- --------------------------------------------------------------------------------
The Fund seeks long-term growth.
PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
The Fund invests, under normal market conditions, primarily in middle
capitalization stocks. Middle capitalization stocks are stocks with market
capitalizations between $400 million and the largest stock in the Russell Mid
Cap Index at the time of purchase. In addition, any stock that is a member of
the S&P Mid Cap 400 Index is considered a middle capitalization stock.
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities.
During such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit. Taking a temporary
defensive position may prevent the Fund from achieving its investment
objective.
In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principle focus of the Fund and therefore are not described in this prospectus.
These types of securities and investment practices are identified and discussed
in the Fund's Statement of Additional Information (SAI), which you may obtain
by contacting Liberty Funds Distributor, Inc. (see back cover for address and
phone number). Approval by the Fund's shareholders is not required to modify or
change the Fund's goal or investment strategies.
PRIMARY INVESTMENT RISKS
- --------------------------------------------------------------------------------
The primary risks of investing in the Fund are described below. There are many
circumstances (that are not described here) which could cause you to lose money
by investing in the Fund or prevent the Fund from achieving its goal.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Value stocks are securities of companies that are generally not expected to
experience significant earnings growth but are stocks that the advisor believes
are undervalued. These companies may have experienced adverse business or
industry developments or may be subject to special risks that have caused the
stocks to be out of favor. If the advisor's assessment of a company's prospects
is wrong, the price of its stock may fall or may not approach the value the
advisor has placed on it.
Smaller companies are more likely than larger companies to have limited product
lines, markets or financial resources, or to depend on a small, inexperienced
management team. Stocks of smaller companies may trade less frequently and in
limited volume and their prices may fluctuate more than stocks of other
companies. Stocks of smaller companies therefore, may, be more vulnerable to
adverse developments than those of larger companies.
----
2
<PAGE>
THE FUND Colonial Select Value Fund
UNDERSTANDING PERFORMANCE
Calendar-year total return shows the Fund's Class A share performance for each
of the last ten complete calendar years. It includes the effects of Fund
expenses, but not the effects of sales charges. If sales charges were included,
these returns would be lower.
Average annual total return is a measure of the Fund's performance over the
past one-, five- and ten-year periods. It includes the effects of Fund
expenses. The table shows each class's returns with sales charges.
The Fund's return is compared to the Standard & Poor's (S&P) Midcap 400 Index,
an unmanaged index that tracks the performance of middle-capitalization U.S.
stocks, and the average return of the funds included in the Lipper, Inc.
Mid-Cap Average. Unlike the Fund, the index does not incur fees or charges. It
is not possible to invest in the index. Sales charges are not reflected in the
Lipper, Inc. Mid-Cap Average.
- --------------------------------------------------------------------------------
PERFORMANCE HISTORY
- --------------------------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from year to year
by illustrating the Fund's total calendar-year returns for its Class A shares.
The performance table following the bar chart shows how the Fund's average
annual total returns for Class A shares compare with those of a broad measure
of market performance for one year, five years and ten years. The chart and
table are intended to illustrate some of the risks of investing in the Fund by
showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance.
- --------------------------------------------------------------------------------
Calendar-Year Total Returns (Class A)
- --------------------------------------------------------------------------------
[typeset representation of bar chart]
1989 29.43%
1990 -10.66%
1991 34.09%
1992 11.00%
1993 9.99%
1994 -2.66%
1995 38.00%
1996 20.47%
1997 33.20%
1998 14.36%
[end bar chart]
Best quarter: 1st quarter 1991, +20.19%
Worst quarter: 3rd quarter 1990, -19.69%
- --------------------------------------------------------------------------------
Average Annual Total Returns -- for periods ended December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
<S> <C> <C> <C>
Class A (%) 7.78 18.36 15.96
- --------------------------------------------------------------------------------
S&P Midcap 400 Index (%) 19.11 18.84 19.29
- --------------------------------------------------------------------------------
Lipper, Inc. Mid-Cap Average (%) 12.16 14.87 15.44
</TABLE>
----
3
<PAGE>
THE FUND Colonial Select Value Fund
UNDERSTANDING EXPENSES
Shareholder Fees are paid directly by
shareholders to the Fund's distributor.
Annual Fund Operating Expenses are deducted from the Fund. They include
management fees and brokerage costs including pricing and custody services.
Example Expenses helps you compare the cost of investing in the Fund to the
cost of investing in other mutual funds. It uses the following hypothetical
conditions:
o $10,000 initial investment
o 5% total return for each year
o Fund operating expenses remain
the same
o No expense reductions in effect
- --------------------------------------------------------------------------------
YOUR EXPENSES
- --------------------------------------------------------------------------------
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.
- --------------------------------------------------------------------------------
Shareholder Fees (paid directly from your investment)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class Z
<S> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 0.00
- --------------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering price) 0.00
- --------------------------------------------------------------------------------
Redemption fee(1) (as a percentage of amount
redeemed, if applicable) None
- --------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted directly from Fund assets)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class Z
<S> <C>
Management fee (%) 0.70
- --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.00
- --------------------------------------------------------------------------------
Other expenses (%) 0.38
- --------------------------------------------------------------------------------
Total annual fund operating expenses (%) 1.08
- --------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
Example Expenses (your actual costs may be higher or lower)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 Year 3 Years
<S> <C> <C>
Class Z $110 $344
</TABLE>
(1) There is a $7.50 charge for wiring sales
proceeds to your bank.
----
4
<PAGE>
- --------------------------------------------------------------------------------
Your Account
- --------------------------------------------------------------------------------
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When the Fund receives your
purchase request in "good form," your shares will be bought at the next
calculated price. In "good form" means that you placed your order with your
brokerage firm or your payment has been received and your application is
complete, including all necessary signatures.
- --------------------------------------------------------------------------------
Outlined below are various ways you can purchase shares:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your Your financial advisor can help you establish your account and buy Fund shares
financial advisor on your behalf.
- -------------------------------------------------------------------------------------------------------------
By check For new accounts, send a completed application and check made payable to
(new account) the Fund to the transfer agent, Liberty Funds Services, Inc., P.O. Box 1722,
Boston, MA 02105-1722.
- -------------------------------------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional investment stub
(existing account) included in your quarterly statement, or send a letter of instruction including
your Fund name and account number with a check made payable to the Fund
to Liberty Funds Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
- -------------------------------------------------------------------------------------------------------------
By exchange You may acquire shares by exchanging shares you own in one fund for shares
of the same class of the Fund or Class A of another fund at no additional cost.
To exchange by telephone, call 1-800-422-3737.
- -------------------------------------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank account to your
fund account. To wire funds to your fund account, call 1-800-422-3737 to
obtain a control number and the wiring instructions.
- -------------------------------------------------------------------------------------------------------------
By electronic You may purchase shares by electronically transferring money from your bank
funds transfer account to your fund account by calling 1-800-422-3737. Your money may
(EFT) take up to two business days to be invested. You must set up this feature prior
to your telephone request. Be sure to complete the appropriate section of the
application.
- -------------------------------------------------------------------------------------------------------------
Automatic You may make monthly or quarterly investments automatically from your bank
investment plan account to your fund account. You can select a pre-authorized amount to be
sent via EFT. Be sure to complete the appropriate section of the application for
this feature.
- -------------------------------------------------------------------------------------------------------------
By dividend You may automatically invest dividends distributed by one fund into the same
diversification class of shares of another fund at no additional sales charge. To invest your
dividends in another fund, call 1-800-345-6611.
</TABLE>
----
5
<PAGE>
Your Account
CHOOSING A SHARE CLASS
The Fund offers one class of shares in this
prospectus -- Class Z.
The Fund also offers three additional classes of shares -- Class A, B and C are
available through a separate prospectus. Each share class has its own sales
charge and expense structure. Determining which share class is best for you
depends on the dollar amount you are investing and the number of years for
which you are willing to invest. Based on your personal situation, your
investment advisor can help you decide which class of shares makes the most
sense for you.
- --------------------------------------------------------------------------------
SALES CHARGES
- --------------------------------------------------------------------------------
Your purchases of Class Z shares are at net asset value and are not subject to
an initial sales charge when you purchase, or a contingent deferred sales
charge when you sell, shares of the Fund. The following eligible institutional
investors may purchase Class Z shares: (i) any retirement plan with aggregate
assets of at least $5 million at the time of purchase of Class Z shares and
which purchases shares directly from LFD or through a third party
broker-dealer; (ii) any insurance company, trust company or bank purchasing
shares for its own account; and (iii) any endowment, investment company or
foundation. In addition, Class Z shares may be purchased directly or by
exchange by any clients of investment advisory affiliates of LFD, provided that
the clients meet certain criteria established by LFD and its affiliates.
HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
You may exchange your shares for shares of the same share class of another fund
or Class A shares of another fund at net asset value NAV. Unless your account
is part of a tax-deferred retirement plan, an exchange is a taxable event.
Therefore, you may realize a gain or a loss for tax purposes. The Fund may
terminate your exchange privilege if the advisor determines that your exchange
activity is likely to adversely impact the advisor's ability to manage the
Fund. To exchange by telephone, call 1-800-422-3737.
HOW TO SELL SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you determine if and when you should sell your
shares. You may sell shares of the Fund on any regular business day that the
New York Stock Exchange (NYSE) is open.
When the Fund receives your sales request in "good form," shares will be sold
at the next calculated price. In "good form" means that money used to purchase
your shares is fully collected. When selling shares by letter of instruction,
"good form" means (i) your letter has complete instructions, the proper
signatures and signature guarantees and (ii) any other required documents are
attached. For additional documents required for sales by corporations, agents,
fiduciaries and surviving joint owners, please call 1-800-345-6611. Retirement
Plan accounts have special requirements; please call 1-800-799-7526 for more
information.
The Fund will generally send proceeds from the sale to you within seven days.
However, if you purchased your shares by check, the Fund may delay sending the
proceeds for up to 15 days after your initial purchase to protect against
checks that are returned.
----
6
<PAGE>
Your Account
- --------------------------------------------------------------------------------
Outlined below are the various options for selling shares:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your You may call your financial advisor to place your sell order. To receive the
financial advisor current trading day's price, your financial advisor firm must receive your request
prior to the close of the NYSE, usually 4:00 p.m. Eastern time.
- -------------------------------------------------------------------------------------------------------------
By exchange You or your financial advisor may sell shares by exchanging from the Fund into
Class Z shares or Class A shares of another fund at no additional cost. To
exchange by telephone, call 1-800-422-3737.
- -------------------------------------------------------------------------------------------------------------
By telephone You or your financial advisor may sell shares by telephone and request that a
check be sent to your address of record by calling 1-800-422-3737. The dollar
limit for telephone sales is $100,000 in a 30-day period. You do not need to
set up this feature in advance of your call.
- -------------------------------------------------------------------------------------------------------------
By mail You may send a signed letter of instruction (LOI) or stock power form to the
address below. In your LOI, note your fund's name, share class, account
number, and the dollar value or number of shares you wish to sell. All account
owners must sign the letter, and signatures must be guaranteed by either a
bank, a member firm of a national stock exchange or another eligible
guarantor institution. Additional documentation is required for sales by
corporations, agents, fiduciaries, surviving joint owners and individual
retirement account (IRA) owners. For details, call 1-800-345-6611.
Mail your LOI to Liberty Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
- -------------------------------------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be wired to your bank. You
must set up this feature prior to your telephone request. Be sure to complete
the appropriate section of the account application for this feature.
- -------------------------------------------------------------------------------------------------------------
By electronic You may sell shares and request that the proceeds be electronically transferred
funds transfer to your bank. Proceeds may take up to two business days to be received by
your bank. You must set up this feature prior to your request. Be sure to
complete the appropriate section of the account application for this feature.
</TABLE>
----
7
<PAGE>
Your Account
OTHER INFORMATION ABOUT YOUR ACCOUNT
- --------------------------------------------------------------------------------
How the Fund's Share Price is Determined The price of the Fund's Class Z shares
is based on its NAV. The NAV is determined at the close of the NYSE, usually
4:00 p.m. Eastern time, on each business day that the NYSE is open (typically
Monday through Friday).
When you request a transaction, it will be processed at the NAV next determined
after your request is received in good form by LFD. In most cases, in order to
receive that day's price, LFD must receive your order before that day's
transactions are processed. If you request a transaction through your financial
advisor's firm, the firm must receive your order by the close of trading on the
NYSE to receive that day's price.
The Fund determines its NAV for its Class Z shares by dividing its total net
assets by the number of shares outstanding. In determining the NAV, the Fund
must determine the price of each security in its portfolio at the close of each
trading day. Securities for which market quotations are available are valued
each day at the current market value. However, where market quotations are
unavailable, or when the advisor believes that subsequent events have made them
unreliable, the Fund may use other data to determine the fair value of the
securities.
You can find the daily prices of many share classes for the Fund in most major
daily newspapers. You can find daily prices for all share classes by visiting
the Fund's web site at www.libertyfunds.com.
Account Fees If your account value falls below $1,000 (other than as a result
of depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Fund's transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring
the value above $1,000 prior to the fee date, the fee will not be deducted.
Share Certificates Share certificates are not available for Class Z shares.
----
8
<PAGE>
Your Account
UNDERSTANDING FUND
DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may
experience capital gains and losses on sales of its securities. The Fund
distributes substantially all of its net investment income and capital gains to
shareholders. As a shareholder, you are entitled to a portion of the Fund's
income and capital gains based on the number of shares you own at the time
these distributions are declared.
- --------------------------------------------------------------------------------
Dividends, Distributions, and Taxes The Fund has the potential to make the
following distributions:
- --------------------------------------------------------------------------------
Types of Distributions
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Dividend/Ordinary Represents interest and dividends earned from securities held by the Fund.
income
- ----------------------------------------------------------------------------------------------
Capital gains Represents capital gains on sales of securities.
</TABLE>
Distribution Options The Fund declares dividends semi-annually and capital
gains at least annually. You can choose one of the following options for these
distributions when you open your account.(1) To change your distribution
option call 1-800-345-6611.
- --------------------------------------------------------------------------------
Distribution Options
- --------------------------------------------------------------------------------
Reinvest all distributions in additional shares of your current fund
- --------------------------------------------------------------------------------
Reinvest all distributions in shares of another fund
- --------------------------------------------------------------------------------
Receive dividends in cash and reinvest capital gains(2)
- --------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(2)
o send the check to your address of record
o send the check to a third party address
o transfer the money to your bank via electronic funds transfer (EFT)
Tax Consequences Regardless of whether you receive your distributions in cash
or reinvest them in additional Fund shares, all Fund distributions are subject
to federal income tax. Depending on the state where you live, distributions may
also be subject to state and local income taxes.
In general, any dividends and short-term capital gains distributions are
taxable as ordinary income. Distributions of long-term capital gains are
generally taxable as capital gains. You will be provided with information each
year regarding the amount of ordinary income and capital gains distributed to
you for the previous year and any portion of your distributions which is exempt
from state and local taxes. Your investment in the Fund may have additional
personal tax implications. Please consult your tax advisor on state, local or
other applicable tax laws.
In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of
the Fund. Such transactions may be subject to federal income tax.
(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of
the Fund.
(2) Distributions of $10 or less will automatically be reinvested in additional
Fund shares. If you elect to receive distributions by check and the
check is returned as undeliverable, or if you do not cash a distribution
check within six months of the check date, the distribution will be
reinvested in additional shares of the Fund.
-----
9
<PAGE>
- --------------------------------------------------------------------------------
Managing the Fund
- --------------------------------------------------------------------------------
INVESTMENT ADVISOR
- --------------------------------------------------------------------------------
Colonial Management Associates, Inc. (Colonial), located at One Financial
Center, Boston, MA 02111-2621, is the Fund's investment advisor. In its duties
as investment advisor, Colonial runs the Fund's day-to-day business, including
placing all orders for the purchase and sale of the Fund's portfolio
securities. Colonial has been an investment advisor since 1931. As of January
31, 1999, Colonial managed over $17 billion in assets.
Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory business of its affiliate, Stein
Roe & Farnham Incorporated (Stein Roe), by a combined management team of
employees from both companies. Stein Roe also shares personnel, facilities and
systems with Colonial that may be used in providing administrative services to
the Fund. Both Colonial and Stein Roe are subsidiaries of Liberty Financial
Companies, Inc.
For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.70% of average daily net assets of the Fund.
Colonial can use the services of AlphaTrade Inc., an affiliated broker-dealer,
when buying or selling equity securities for the Fund's portfolio, pursuant to
procedures adopted by the Board of Trustees.
PORTFOLIO MANAGERS
- --------------------------------------------------------------------------------
James P. Haynie, vice president of Colonial since May 1993, has co-managed the
Fund since October 1997.
Michael Rega, vice president of Colonial, has been employed by Colonial as an
analyst since 1993 and has co-managed the Fund since October 1997.
YEAR 2000 COMPLIANCE
- --------------------------------------------------------------------------------
Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not
properly process and calculate date-related information and data from and after
January 1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's
advisor, distributor and transfer agent (Liberty Companies) are taking steps
that they believe are reasonably designed to address the Year 2000 Problem,
including working with vendors who furnish services, software and systems to
the Fund, to provide that date-related information and data can be properly
processed after January 1, 2000. Many Fund service providers and vendors,
including the Liberty Companies, are in the process of making Year 2000
modifications to their software and systems and believe that such modifications
will be completed on a timely basis prior to January 1, 2000. 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.
----
10
<PAGE>
- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------
The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last five fiscal
years, which run from November 1 to October 31. Certain information reflects
financial results for a single fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report, along with the Fund's financial statements, is
included in the Fund's annual report. You can request a free annual report by
calling 1-800-426-3750. As of October 31, 1998, no Class Z shares had been
issued.
- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years ended October 31
-----------------------------------
1998 1997
Class A Class B Class C Class A Class B Class C(b)
------- ------- ------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period ($) 20.430 20.020 20.410 18.040 17.840 19.860
- --------------------------------------------------------------------------------------------------------------------
Income from Investment Operations ($)
Net investment income (loss)(a) (0.047) (0.199) (0.201) (0.002) (0.135) (0.053)
- --------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain 1.637 1.599 1.641 4.575 4.498 0.603(c)
- --------------------------------------------------------------------------------------------------------------------
Total from Investment Operations 1.590 1.400 1.440 4.573 4.363 0.550
- --------------------------------------------------------------------------------------------------------------------
Less Distributions Declared to Shareholders:
From net investment income -- -- -- -- -- --
- --------------------------------------------------------------------------------------------------------------------
In excess of net investment income -- -- -- -- -- --
- --------------------------------------------------------------------------------------------------------------------
From net realized gains (1.850) (1.850) (1.850) (2.183) (2.183) --
- --------------------------------------------------------------------------------------------------------------------
Total Distributions Declared to Shareholders (1.850) (1.850) (1.850) (2.183) (2.183) --
- --------------------------------------------------------------------------------------------------------------------
Net asset value --
End of period ($) 20.170 19.570 20.000 20.430 20.020 20.410
- --------------------------------------------------------------------------------------------------------------------
Total return(%)(d) 7.95 7.10 7.17 28.29 27.33 2.77(f)
- --------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets (%)
Expenses(e) 1.32 2.07 2.07 1.03 1.78 1.81(g)
- --------------------------------------------------------------------------------------------------------------------
Net investment income (loss)(e) (0.23) (0.98) (0.98) (0.01) (0.76) (1.05)(g)
- --------------------------------------------------------------------------------------------------------------------
Portfolio turnover 32 32 32 63 63 63
- --------------------------------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 373,092 295,025 12,519 340,479 192,161 558
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
1996
Class A Class B
------- -------
<S> <C> <C>
Net asset value --
Beginning of period ($) 16.140 16.040
- ---------------------------------------------------------------------
Income from Investment Operations ($)
Net investment income (loss)(a) 0.043 (0.081)
- ---------------------------------------------------------------------
Net realized and unrealized gain 3.162 3.129
- ---------------------------------------------------------------------
Total from Investment Operations 3.205 3.048
- ---------------------------------------------------------------------
Less Distributions Declared to Shareholders:
From net investment income (0.042) (0.005)
- ---------------------------------------------------------------------
In excess of net investment income (0.023) (0.003)
- ---------------------------------------------------------------------
From net realized gains (1.240) (1.240)
- ---------------------------------------------------------------------
Total Distributions Declared to Shareholders (1.305) (1.248)
- ---------------------------------------------------------------------
Net asset value --
End of period ($) 18.040 17.840
- ---------------------------------------------------------------------
Total return(%)(d) 21.28 20.31
- ---------------------------------------------------------------------
Ratios to Average Net Assets (%)
Expenses(e) 1.17 1.92
- ---------------------------------------------------------------------
Net investment income (loss)(e) 0.25 (0.50)
- ---------------------------------------------------------------------
Portfolio turnover 100 100
- ---------------------------------------------------------------------
Net assets at end of period (000) ($) 255,911 128,283
- ---------------------------------------------------------------------
</TABLE>
(a) Per share data was calculated using average shares outstanding during the
period.
(b) Class C shares were initially offered on August 1, 1997. Per share amounts
reflect activity from that date.
(c) The amount shown for a share outstanding does not correspond with the
aggregate net gain on investments for the period due to the timing of sales
and repurchases of Fund shares in relation to fluctuating market values of
the investments of the Fund.
(d) Total return at net asset value assuming all distributions reinvested and no
initial sales charge or contingent deferred sales charge.
(e) The benefits derived from custody credits and directed brokerage
arrangements had no impact. Prior years' ratios are net of benefits
received, if any.
(f) Not annualized.
(g) Annualized.
------
11
<PAGE>
Financial Highlights
- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years ended October 31
----------------------
1995 1994
Class A Class B Class A Class B
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net asset value --
Beginning of period ($) 14.020 13.940 15.240 15.180
- -------------------------------------------------------------------------------------------------------------
Income from Investment Operations ($)
Net investment income (loss)(a) 0.174 0.065 0.096 (0.008)
- -------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain 3.326 3.317 0.275 0.288
- -------------------------------------------------------------------------------------------------------------
Total from Investment Operations 3.500 3.382 0.371 0.280
- -------------------------------------------------------------------------------------------------------------
Less Distributions Declared to
Shareholders:
From net investment income (0.165) (0.067) (0.071) --
- -------------------------------------------------------------------------------------------------------------
In excess of net investment income -- -- -- --
- -------------------------------------------------------------------------------------------------------------
From net realized gains (1.215) (1.215) (1.520) (1.520)
- -------------------------------------------------------------------------------------------------------------
Total Distributions Declared to Shareholders (1.380) (1.282) (1.591) (1.520)
- -------------------------------------------------------------------------------------------------------------
Net asset value --
End of period ($) 16.140 16.040 14.020 13.940
- -------------------------------------------------------------------------------------------------------------
Total return (%)(b) 28.44 27.50 2.78 2.12
- -------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets (%)
Expenses 1.12(c) 1.90(c) 1.22 1.97
- -------------------------------------------------------------------------------------------------------------
Net investment income (loss) 1.24(c) 0.46(c) 0.69 (0.06)
- -------------------------------------------------------------------------------------------------------------
Portfolio turnover 92 92 121 121
- -------------------------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 194,393 75,283 160,495 53,218
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Per share data was calculated using average shares outstanding during the
period.
(b) Total return at net asset value assuming all distributions reinvested
and no initial sales charge or contingent deferred sales charge.
(c) The benefits derived from custody credits and directed brokerage
arrangements had no impact. Prior years' ratios are net of benefits\
received, if any.
------
12
<PAGE>
Notes
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
-----
13
<PAGE>
Notes
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
----
14
<PAGE>
Notes
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
----
15
<PAGE>
FOR MORE INFORMATION
- --------------------------------------------------------------------------------
You can get more information about the Fund's investments in the Fund's
semi-annual and annual reports to shareholders. The annual report contains a
discussion of the market conditions and investment strategies that
significantly affected the Fund's performance over its last fiscal year.
You may wish to read the SAI for more information on the Fund and the securities
in which it invests. The SAI is incorporated into this prospectus by reference,
which means that it is considered to be part of this prospectus.
You can get free copies of reports and the SAI, request other information and
discuss your questions about the Fund by contacting the Fund's distributor at:
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-426-3750
www.libertyfunds.com
Text-only versions of all Fund documents can be viewed online or downloaded
from the SEC at www.sec.gov.
You can review and copy information about the Fund by visiting the following
location, and you can obtain copies, upon payment of a duplicating fee, by
writing or calling the following:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.
Investment Company Act file number:
Colonial Trust I: 811-00881
o Colonial Select Value Fund
- --------------------------------------------------------------------------------
[Liberty Logo] L I B E R T Y
COLONIAL o CRABBE HUSON o NEWPORT o STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. [copyright] 1999
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com
SV-01/XXXX-0199
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481(a)
(The Colonial Fund-Classes A, B, C)
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Front Cover Page; Back Cover Page
2. The Fund; Other Investment Strategies
and Risks
3. The Fund
4. The Fund
5. Not Applicable
6. Front Cover; Managing the Fund;
Your Account
7. Your Account
8. The Funds; Your Account
9. Financial Highlights
<PAGE>
<PAGE>
THE COLONIAL FUND PROSPECTUS, MARCH 1, 1999
Advised by Colonial Management Associates, Inc.
TABLE OF CONTENTS
THE FUND 2
Investment Goals 2
Primary Investment Strategies 2
Primary Investment Risks 3
Performance History 4
Your Expenses. 5
YOUR ACCOUNT 6
How to Buy Shares 6
Sales Charges 7
How to Exchange Shares 9
How to Sell Shares 9
Distribution and Service Fees 10
Other Information About Your Account 11
MANAGING THE FUND 13
Investment Advisor 13
Portfolio Managers 13
OTHER INVESTMENT
STRATEGIES AND RISKS 14
Hedging Strategies 14
When-Issued Securities, Forward
Commitments and Dollar Rolls 14
Year 2000 Compliance 14
FINANCIAL HIGHLIGHTS 15
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved any shares offered in this
prospectus or determined whether this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
NOT FDIC-INSURED
MAY LOSE VALUE
NO BANK GUARANTEE
<PAGE>
THE FUND THE COLONIAL FUND
INVESTMENT GOALS
The Fund seeks primarily income and capital growth and, secondarily, capital
preservation.
PRIMARY INVESTMENT STRATEGIES
The Fund invests in both stocks and bonds. The advisor adjusts the Fund's
allocation of stocks and bonds based on the advisor's assessment of the relative
risk and expected performance of the stock and bond markets. Under normal market
conditions, at least 25% of the Fund's assets will be invested in bonds and
other fixed income securities.
At times, the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit. Taking a temporary defensive
position may prevent a Fund from achieving its investment objective.
In seeking to achieve its goals, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principal focus of the Fund and therefore are not described in this prospectus.
These types of securities and investment practices are identified and discussed
in the Fund's Statement of Additional Information (SAI), which you may obtain by
contacting Liberty Funds Distributor, Inc. (See back cover for address and phone
number). Approval by the Fund's shareholders is not required to modify or change
the Fund's goals or investment strategies.
Stocks
In selecting stocks for the Fund, the advisor invests primarily in "value"
stocks, but may also invest in "growth" stocks of medium and large
capitalized companies. The advisor generally selects stocks which fall into
one of the following categories at the time of purchase:
1. Companies whose current business activities provide earnings, dividends
or assets that represent above average value;
2. Companies which have a record of consistent earnings growth that may
provide above average stability or value in turbulent markets; or
3. Companies with anticipated business growth prospects that represent
above average value.
Bonds
In selecting bonds for the Fund, the advisor invests primarily in U.S.
government securities and investment grade securities. The U.S. government
securities may consist of U.S. Treasuries and mortgage-backed securities issued
or guaranteed by the U.S. government, its agents or instrumentalities. The
Fund's investment grade securities may consist of mortgage- or asset-backed
securities issued by a private entity or corporate bonds.
STOCK SELECTION STRATEGY
In selecting stocks for the Fund, the advisor uses an investment strategy that
focuses on buying stocks with attractive values relative to other stocks within
their industries. This relative values approach allows the Fund to remain
diversified across a variety of industries. The advisor buys stocks that have
attractive current prices, consistent operating performance, and/or favorable
future growth prospects. The advisor's strategy uses fact-based quantitative
analysis supported by fundamental research.
2
<PAGE>
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances that are not described here which could cause you to lose money by
investing in the Fund or which could prevent the Fund from achieving its goals.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Value stocks are securities of companies that the advisor believes are
undervalued. These companies may have experienced adverse business or industry
developments or may be subject to special risks that have caused the stocks to
be out of favor. If the advisor's assessment of a company's prospects is wrong,
the price of its stock may fall or may not approach the value the advisor has
placed on it.
Interest rate risk is the risk of a decline or increase in the price of a bond
when interest rates increase or decline. In general, if interest rates rise,
bond prices fall, and if interest rates fall, bond prices rise. Changes in the
values of bonds usually will not affect the amount of income the Fund receives
from them but will affect the value of the Fund's shares. Interest rate risk is
generally greater for bonds with longer maturities.
Structure risk is the risk that an event will occur (such as a security being
prepaid or called) that alters the security's cashflows. Prepayment risk is a
particular type of structure risk that is present in the Fund because of its
investments in mortgage-backed securities. Prepayment risk is the possibility
that, as interest rates fall, homeowners are more likely to refinance their home
mortgages. When mortgages are refinanced, the principal on mortgage-backed
securities is paid earlier than expected. In an environment of declining
interest rates, mortgage-backed securities may offer less potential for gain
than other debt securities. During periods of rising interest rates,
mortgage-backed securities have a high risk of declining in price because the
declining prepayment rates effectively increase the maturity of the securities.
In addition, the potential impact of prepayment on the price of a
mortgage-backed security may be difficult to predict and result in greater
volatility.
Because the Fund may invest in fixed-income securities issued by private
entities, including certain types of mortgage-backed securities and corporate
bonds, the Fund is subject to issuer risk. Issuer risk is the possibility that
changes in the financial condition of the issuer of a security, changes in
general economic conditions or changes in economic conditions that affect the
issuer's industry may impact the issuer's ability to make timely payment of
interest or principal. This could result in decreases in the price of the
security.
Information on other securities and risks appears under "Other Investment
Strategies and Risks."
3
<PAGE>
PERFORMANCE HISTORY
The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class A shares. The
performance table following the bar chart shows how the Fund's average annual
returns for all share classes compared with those of a broad measure of market
performance for 1 year, 5 years and 10 years. The chart and table are intended
to illustrate some of the risks of investing in the Fund by showing the changes
in the Fund's performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance.
CALENDAR-YEAR TOTAL RETURNS (CLASS A)
[BAR CHART]
<TABLE>
<S> <C>
1989 20.00%
1990 -7.50%
1991 26.13%
1992 12.96%
1993 14.46%
1994 -2.10%
1995 28.60%
1996 16.77%
1997 26.05%
1998 13.13%
</TABLE>
BEST QUARTER: 2nd quarter 1997 +15.60%
WORST QUARTER: 3rd quarter 1990 - 11.99%
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
Class A (%) 6.62 14.59 13.59
Class B (%) 7.19 14.81 13.69(1)
Class C (%) 11.22 15.70(1) 14.14(1)
S & P Index (%) 19.11 18.84 19.29
Lipper Average (%) 13.48 13.84 12.97
</TABLE>
(1) Class B and Class C share (newer class shares) performance information
includes returns of the Fund's Class A shares (the oldest existing fund
class) for periods prior to the inception of the newer class shares.
These Class A share returns are not restated to reflect any differences
in expenses (like Rule 12b-1 fees) between Class A shares and newer
class shares. If differences in expenses were reflected, the returns
for periods prior to the inception of the newer class shares would be
lower.
UNDERSTANDING PERFORMANCE
CALENDAR-YEAR TOTAL RETURNS shows the Fund's Class A share performance for each
of the last ten years. It includes the effects of Fund expenses, but not the
effects of sales charges. If sales charges were included, these returns would be
lower.
AVERAGE ANNUAL TOTAL RETURNS is a measure of the Fund's performance over the
past one-, five- and ten-year periods. It includes the effects of Fund expenses.
The table shows each class's returns with sales charges.
The Fund's return is compared both to the Standard & Poor's Midcap 400 Index
(S & P Index), an unmanaged index that tracks the performance of
middle-capitalization U.S. stocks, and the average return of the funds included
in Lipper, Inc. Balanced Fund Average. Unlike the Fund, the index does not incur
fees or charges. It is not possible to invest in the index. Sales charges are
not reflected in the Lipper Average.
4
<PAGE>
THE FUND THE COLONIAL FUND
YOUR EXPENSES
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 5.75 0.00 0.00
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering price) 1.00(2) 5.00 1.00
Redemption fee (1) (as a percentage of amount redeemed, None None None
if applicable)
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
Management fee (%) 0.54 0.54 0.54
Distribution and service (12 b-1) fees (%) 0.24 0.99 0.99
Other expenses (%) 0.34 0.34 0.34
Total annual fund operating expenses (%) 1.12 1.87 1.87
</TABLE>
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class A $683 $912 $1,159 $1,865
Class B: did not sell your shares $190 $589 $1,013 $2,000
sold all your shares at
the end of the period $690 $889 $1,213 $2,000
Class C: did not sell your shares $190 $589 $1,013 $2,195
sold all your shares at
the end of the period $290 $589 $1,013 $2,195
</TABLE>
(1) There is a $7.50 charge for wiring sale proceeds to your bank.
(2) This charge applies only to purchases of $1 million to $5 million if
shares obtained through these purchases are redeemed within 18 months
after purchase.
UNDERSTANDING EXPENSES
SHAREHOLDER FEES are paid directly by shareholders to the Fund's distributor.
ANNUAL FUND OPERATING EXPENSES are deducted from the Fund. They include
management fees, 12b-1 fees, brokerage costs and administrative costs, including
pricing and custody services.
EXAMPLE EXPENSES helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. It uses the following hypothetical
conditions:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain the same
- - No expense reductions in effect
5
<PAGE>
YOUR ACCOUNT
HOW TO BUY SHARES
Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When the Fund receives your
purchase request in "good form," your shares will be bought at the next
calculated public offering price. In "good form" means that you placed your
order with your brokerage firm or your payment has been received and your
application is complete, including all necessary signatures.
OUTLINED BELOW ARE VARIOUS WAYS YOU CAN PURCHASE SHARES:
METHOD INSTRUCTIONS
Through your Your financial advisor can help you
financial advisor establish your account and buy Fund shares
on your behalf.
By check For new accounts, send a completed
(new account) application and check made payable to the
Fund to the transfer agent, Liberty Funds
Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
By check For existing accounts, fill out and return
(existing account) the additional investment stub included in
your quarterly statement, or send a letter
of instruction including your Fund name and
account number with a check made payable to
the Fund to Liberty Funds Services, Inc.,
P.O. Box 1722, Boston, MA 02105-1722.
By exchange You may acquire shares by exchanging shares
you own in one Fund for shares of the same
share class of the Fund at no additional
cost. To exchange by telephone, call
1-800-422-3737.
By wire You may purchase shares by wiring money from
your bank account to your fund account. To
wire funds to your fund account, call
1-800-422-3737 to obtain a control number
and the wiring instructions.
By electronic funds You may purchase shares by electronically
transfer (EFT) transferring money from your bank account to
your fund account by calling 1-800-422-3737.
Your money may take up to two business days
to be invested. You must set up this feature
prior to your telephone request. Be sure to
complete the appropriate section of the
application.
Automatic You may make monthly or quarterly
investment plan investments automatically from your bank
account to your fund account. You can select
a pre-authorized amount to be sent via EFT.
Be sure to complete the appropriate section
of the application for this feature.
By dividend diversification You may automatically invest dividends
distributed by one fund into the same class
of shares of another fund at no additional
sales charge. To invest your dividends in
another fund, call 1-800-345-6611.
(1) The Fund reserves the right to change the investment minimums. The Fund
also reserves the right to refuse a purchase order for any reason,
including if it believes that doing so would be in the best interest of
the Fund and its shareholders.
INVESTMENT MINIMUMS(1)
Initial Investment............$1,000
Subsequent Investments...........$50
Automatic Purchase Plans.........$50
Retirement Plans.................$25
6
<PAGE>
YOUR ACCOUNT
SALES CHARGES
You may be subject to an initial sales charge when you purchase, or a contingent
deferred sales charge (CDSC) when you sell, shares of the Fund. These sales
charges are described below. In certain circumstances these sales charges are
waived, as described below and in the SAI.
CLASS A SHARES Your purchases of Class A shares generally are at the Public
Offering Price (POP). This price includes a sales charge that is based on the
amount of your initial investment when you open your account. The sales charge
you pay on additional investments is based on the total amount of your purchase
and the current value of your account. The amount of the sales charge differs
depending on the amount you invest as shown in the table below. The table below
also shows the commission paid to the financial advisor firm on sales of Class A
shares.
THE FUND
<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE (POP) INVESTMENT ADVISOR FIRM
<S> <C> <C> <C>
Less than $50,000 5.75 6.10 5.00
$50,000 to less than $100,000 4.50 4.71 3.75
$100,000 to less than $250,000 3.50 3.63 2.75
$250,000 to less than $500,000 2.50 2.56 2.00
$500,000 to less than $1,000,000 2.00 2.04 1.75
$1,000,000 or more(1) 0.00 0.00 0.00
</TABLE>
CLASS A SHARES For Class A share purchases of $1 million or more, financial
advisors receive a commission from the Fund's distributor, Liberty Funds
Distributor, Inc. (LFD),
PURCHASES OVER $1 MILLION
AMOUNT PURCHASED COMMISSION %
First $3 million 1.00
Next $2 million 0.50
Over $5 million 0.25(2)
(1) Redemptions from Class A share accounts with shares valued between $1
million and $5 million may be subject to a CDSC. Class A share
purchases that bring your account (value above $1 million are subject
to a 1% CDSC if redeemed within 18 months of their purchase date. The
18-month period begins on the first day of the month following each
purchase.
(2) Paid over 12 months but only to the extent the shares remain
outstanding.
CHOOSING A SHARE CLASS
The Fund offers three classes of shares in this prospectus -- CLASS A, B and C.
Each share class has its own sales charge and expense structure. Determining
which share class is best for you depends on the dollar amount you are investing
and the number of years for which you are willing to invest. Purchases of more
than $250,000 but less than $1 million can be made only in Class A or Class C
shares. Purchases of $1 million or more are automatically invested in Class A
shares. Based on your personal situation, your investment advisor can help you
decide which class of shares makes the most sense for you.
The Fund also offers an additional class of shares, Class Z shares, exclusively
to certain institutional and other investors and are available through a
separate prospectus.
7
<PAGE>
YOUR ACCOUNT
REDUCED SALES CHARGES FOR LARGER INVESTMENTS There are two ways for you to pay a
lower sales charge when purchasing Class A shares. The first is through Rights
of Accumulation. If the combined value of the Fund accounts maintained by you,
your spouse or your minor children reaches a discount level (according to the
chart on the previous page), your next purchase will receive the lower sales
charge. The second is by signing a Statement of Intent within 90 days of your
purchase. By doing so, you would be able to pay the lower sales charge on all
purchases by agreeing to invest a total of at least $50,000 within 13 months. If
your Statement of Intent purchases are not completed within 13 months, you will
be charged the applicable sales charge. In addition, certain investors may
purchase shares at a reduced sales charge or net asset value at (NAV), which is
the value of a Fund share, excluding any sales charge. See the SAI for a
description of these situations.
CLASS B SHARES Your purchases of Class B shares are at the Fund's NAV. Class B
shares have no front-end sales charge, but carry a CDSC, or back-end charge,
that is imposed only on shares sold prior to the completion of the periods shown
in the chart below. The CDSC generally declines each year and eventually
disappears over time. Class B shares automatically convert to Class A shares
after eight years. LFD pays the financial advisor firm an upfront commission of
5.00% on sales of Class B shares.
THE FUND
% DEDUCTED WHEN
HOLDING PERIOD AFTER PURCHASE SHARES ARE SOLD
Through first year 5.00
Through second year 4.00
Through third year 3.00
Through fourth year 3.00
Through fifth year 2.00
Through sixth year 1.00
Longer than six years 0.00
CLASS C SHARES Similar to Class B shares, your purchases of Class C shares are
at the Fund's NAV. Although Class C shares have no front-end sales charge, they
carry a CDSC of 1% that is applied to shares sold within the first year after
they are purchased. After holding shares for one year, you may sell them at any
time without paying a CDSC. LFD pays the financial advisor firm an upfront
commission of 1.00% on sales of Class C shares.
THE FUND
YEARS AFTER PURCHASE % DEDUCTED WHEN SHARES ARE SOLD
Through first year 1.00
Longer than one year 0.00
UNDERSTANDING CONTINGENT
DEFERRED SALES CHARGES (CDSC)
Certain investments in Class A, B and C shares are subject to a CDSC You will
pay the CDSC only on shares you sell within a certain amount of time after
purchase. The CDSC generally declines each year until there is no charge for
selling shares. The CDSC is applied to the NAV at the time of purchase or sale,
whichever is lower. For purposes of calculating a CDSC, the start of the holding
period is the month-end of the month in which the purchase is made. Shares you
purchase with reinvested dividends or capital gains are not subject to a CDSC.
When you place an order to sell shares, the Fund will automatically sell first
those shares not subject to a CDSC and then those you have held the longest.
This policy helps reduce and possibly eliminate the potential impact of the
CDSC.
8
<PAGE>
YOUR ACCOUNT
HOW TO EXCHANGE SHARES
You may exchange your shares for shares of the same share class of another fund
distributed by LFD at NAV. If your shares are subject to a CDSC, you will not be
charged a CDSC upon the exchange. However, when you sell the shares acquired
through the exchange, the shares sold may be subject to a CDSC, depending upon
when you originally purchased the shares you exchanged. For purposes of
computing the CDSC, the length of time you have owned your shares will be
computed from the date of your original purchase and the applicable CDSC will be
the CDSC of the original fund. Unless your account is part of a tax-deferred
retirement plan, an exchange is a taxable event. Therefore, you may realize a
gain or a loss for tax purposes. The Fund may terminate your exchange privilege
if the advisor determines that your exchange activity is likely to adversely
impact the advisor's ability to manage the Fund. To exchange by telephone, call
1-800-422-3737.
HOW TO SELL SHARES
Your financial advisor can help you determine if and when you should sell your
shares. You may sell shares of the Fund on any regular business day that the New
York Stock Exchange (NYSE) is open.
When the Fund receives your sales request in "good form," shares will be sold at
the next calculated price. In "good form" means that money used to purchase your
shares is fully collected. When selling shares by letter of instruction, "good
form" means (i) your letter has complete instructions, the proper signatures and
signature guarantees, (ii) you have included any certificates for shares to be
sold and (iii) any other required documents are attached. For additional
documents required for sale by corporation, agents, fiduciaries and surviving
joint owners, please call 1-800-345-6611. Retirement Plan accounts have special
requirements, please call 1-800-799-7526 for more information.
The Fund will generally send proceeds from the sale to you within seven days.
However, if you purchased your shares by check, the Fund may delay sending the
proceeds for up to 15 days after your initial purchase to protect against checks
that are returned.
9
<PAGE>
YOUR ACCOUNT
OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR SELLING SHARES:
Method Instructions
Through your
financial advisor You may call your financial advisor to place your
sell order. To receive the current trading day's
price, your financial advisor firm must receive your
request prior to the close of the New York Stock
Exchange (NYSE), usually 4:00 p.m. Eastern time.
By exchange You or your financial advisor may sell shares by
exchanging from the Fund into the same share class of
another fund at no additional cost. To exchange by
telephone, call 1-800-422-3737.
By telephone You or your financial advisor may sell shares by
telephone and request that a check be sent to your
address of record by calling 1-800-422-3737. The
dollar limit for telephone sales is $100,000 in a
30-day period. You do not need to set up this feature
in advance of your call.
By mail You may send a signed letter of instruction (LOI) or
stock power form along with any certificates to be
sold to the address below. In your LOI, note your
fund's name, share class, account number, and the
dollar value or number of shares you wish to sell.
All account owners must sign the letter, and
signatures must be guaranteed by either a bank, a
member firm of a national stock exchange or another
eligible guarantor institution. Additional
documentation is required for sales by corporations,
agents, fiduciaries, surviving joint owners and
individual retirement account (IRA) owners. For
details, call 1-800-345-6611.
Mail your LOI to Liberty Funds Services, Inc., P.O.
Box 1722, Boston, MA 02105-1722.
By wire You may sell shares and request that the proceeds be
wired to your bank. You must set up this feature
prior to your telephone request. Be sure to complete
the appropriate section of the account application
for this feature.
By electronic You may sell shares and request that the proceeds be
electronically transferred to funds transfer your
bank. Proceeds may take up to two business days to be
received by your bank. You must set up this feature
prior to your request. Be sure to complete the
appropriate section of the account application for
this feature.
DISTRIBUTION AND SERVICE FEES
The Fund has adopted a plan under Rule 12b-1 that permits it to pay marketing
and other fees to support the sale and distribution of Class A, B and C shares
and the services provided to you by your financial advisor. These annual
distribution and service fees may equal up to 0.15% for Class A shares
outstanding prior to April 1, 1989 and 0.25% for Class A shares and 1.00% for
each of Class B and Class C shares and are paid out of the assets of these
classes. Over time, these fees will increase the cost of your shares and may
cost you more than paying other types of sales charges.(1)
(1) Class B shares automatically convert to Class A after eight years,
eliminating the distribution fee.
10
<PAGE>
YOUR ACCOUNT
OTHER INFORMATION ABOUT YOUR ACCOUNT
HOW THE FUND'S SHARE PRICE IS DETERMINED The price of each class of the Fund's
shares is based on its NAV. The NAV is determined at the close of the NYSE,
usually 4:00 p.m. Eastern time on each business day that the NYSE is open
(typically Monday through Friday).
When you request a transaction, it will be processed at the NAV (plus any
applicable sales charges) next determined after your request is received in good
form by LFD. In most cases, in order to receive that day's price, LFD must
receive your order before that day's transactions are processed. If you request
a transaction through your financial advisor's firm, the firm must receive your
order by the close of trading on the NYSE to receive that day's price.
The Fund determines its NAV for each share class by dividing its total net
assets by the number of shares outstanding. In determining the NAV, the Fund
must determine the price of each security in its portfolio at the close of each
trading day. Securities for which market quotations are available are valued
each day at the current market value. However, where market quotations are
unavailable, or when the advisor believes that subsequent events have made them
unreliable, the Fund may use other data to determine the fair value of the
securities.
You can find the daily price of many share classes for the Fund in most major
daily newspapers. You can find daily prices for all share classes by visiting
the Fund's web site at www.libertyfunds.com.
ACCOUNT FEES If your account value falls below $1,000 (other than as a result of
depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Fund's transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring the
value above $1,000 prior to the fee date, the fee will not be deducted.
SHARE CERTIFICATES Share certificates are not available for Class B and C
shares. Certificates will be issued for Class A shares only if requested. If you
decide to hold share certificates, you will not be able to sell your shares
until you have endorsed your certificates and returned them to LFD.
11
<PAGE>
YOUR ACCOUNT
DIVIDENDS, DISTRIBUTIONS AND TAXES The Fund has the potential to make the
following distributions:
TYPES OF DISTRIBUTIONS
Dividend/ordinary Represents interest and dividends earned from
income securities held by the Fund.
Capital gains Represents capital gains on sales of securities.
DISTRIBUTION OPTIONS The Fund distributes any dividends quarterly and capital
gains at least annually. You can choose one of the following options for these
distributions when you open your account.(1) To change your distribution option
call 1-800-345-6611.
DISTRIBUTION OPTIONS
Reinvest all distributions in additional shares of your current fund
Reinvest all distributions in shares of another fund
Receive dividends in cash and reinvest capital gains(2)
Receive all distributions in cash (with one of the following options):(2)
- - send the check to your address of record
- - send the check to a third party address
- - transfer the money to your bank via electronic funds transfer (EFT)
TAX CONSEQUENCES Regardless of whether you receive your distributions in cash or
reinvest them in additional Fund shares, all Fund distributions are subject to
federal income tax. Depending on the state where you live, distributions may
also be subject to state and local income taxes.
In general, any dividends and short-term capital gains distributions are taxable
as ordinary income. Distributions of long-term capital gains are generally
taxable as capital gains. You will be provided with information each year
regarding the amount of ordinary income and capital gains distributed to you for
the previous year and any portion of your distributions which is exempt from
state and local taxes. Your investment in the Fund may have additional personal
tax implications. Please consult your tax advisor on state, local or other
applicable tax laws.
In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund. Such transactions may be subject to federal income tax.
(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of the Fund.
(2) Distributions of $10 or less will automatically be reinvested in additional
Fund shares. If you elect to receive distributions by check and the check
is returned as undeliverable, or if you do not cash a distribution check
within six months of the check date, the distribution will be reinvested in
additional shares of the Fund.
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may experience
capital gains and losses on sales of its securities. The Fund distributes
substantially all of its net investment income and capital gains to
shareholders. As a shareholder, you are entitled to a portion of the Fund's
income and capital gains based on the number of shares you own at the time these
distributions are declared.
12
<PAGE>
MANAGING THE FUND
INVESTMENT ADVISOR
Colonial Management Associates, Inc., (Colonial) located at One Financial
Center, Boston, MA 02111-2621, is the Fund's investment advisor. In its duties
as investment advisor, Colonial runs the Fund's day-to day business, including
placing all orders for the purchase and sale of each Fund's portfolio
securities. Colonial has been an investment advisor since 1931. As of December
31, 1998, Colonial managed over $17 billion in assets.
Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory business of its affiliate, Stein Roe
& Farnham Incorporated (Stein Roe), by a combined management team of employees
from both companies. Stein Roe also shares personnel, facilities and systems
with Colonial that may be used in providing administrative services to the Fund.
Both Colonial and Stein Roe are subsidiaries of Liberty Financial Companies,
Inc.
Colonial can use the services of AlphaTrade Inc., an affiliated broker-dealer,
when buying or selling equity securities for the Fund's portfolio, pursuant to
procedures adopted by the Board of Trustees.
For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.54% of average daily net assets of the Fund.
PORTFOLIO MANAGERS
The portfolio managers of the Fund's equity investments are as follows:
JOHN E. LENNON, a Chartered Financial Analyst and Vice President of Colonial,
has co-managed the Fund since October, 1997 and has managed various other
Colonial equity funds since 1982.
GORDON A. JOHNSON PH.D, a Chartered Financial Analyst and Vice President of
Colonial, has co-managed the Fund since February, 1997 and has served as an
associate portfolio manager of the Fund since June 1995. Prior to 1995, Mr.
Johnson was a senior equity analyst with Colonial.
The portfolio managers of the Fund's fixed income investments are as follows:
LESLIE W. FINNEMORE, Vice President of Colonial, has co-managed the Fund since
December, 1997 and managed various other Colonial taxable fixed-income funds
since 1987.
WILLIAM C. HILL, Vice President of Colonial, has co-managed the Fund since
December, 1997 and has served as a member of the portfolio management team in
Colonial's mortgage group since November 1996. Prior to joining Colonial, Mr.
Hill was a mortgage analyst with Putnam Investments, Inc.
13
<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS
HEDGING STRATEGIES
The Fund may enter into a number of hedging strategies, including those that
employ futures and options, to gain or reduce exposure to particular securities
or markets. These strategies may involve the use of financial instruments whose
value depends on, or is derived from, the value of an underlying security, an
index or a currency. The Fund may use these strategies for hedging purposes
(attempting to offset a potential loss in one position by establishing an
interest in an opposite position) in connection with the Fund's bond holdings or
to adjust the duration of the Fund's bond holdings. Hedging strategies involve
the risk that they may exaggerate a loss, potentially losing more money than the
actual cost of the security, or limit a potential gain. Also, with some hedging
strategies there is the risk that the other party to the transaction may fail to
honor its contract terms, causing a loss to the Fund.
WHEN-ISSUED SECURITIES, FORWARD COMMITMENTS AND DOLLAR ROLLS
When-issued securities and forward commitments are securities which are
purchased prior to the date they are actually issued or delivered. These
securities involve the risk that they may fall in value by the time they are
actually issued or that the other party may fail to honor the contract terms. In
a dollar roll, the Fund sells a mortgage-backed security and simultaneously
enters into a commitment to purchase a similar security at a later date. Dollar
rolls also involve the risk that the other party may not honor the contract
terms.
YEAR 2000 COMPLIANCE
Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's advisor,
distributor, and transfer agent "Liberty Companies" are taking steps that they
believe are reasonably designed to address the Year 2000 Problem, including
working with vendors who furnish services, software and systems to the Funds, to
provide that date-related information and data can be properly processed after
January 1, 2000. Many Fund service providers and vendors, including the Liberty
Companies, are in the process of making Year 2000 modifications to their
software and systems and believe that such modifications will be completed on a
timely basis prior to January 1, 2000. 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.
UNDERSTANDING THE FUND'S
OTHER INVESTMENTS AND RISKS
The Fund's primary investments and its risks are described under "The Fund --
Primary Investment Strategies and Primary Risks." In seeking to meet its
investment goals, the Fund may also invest in other securities and investment
techniques. These securities and investment techniques offer certain
opportunities and carry various risks.
The Fund may elect not to buy all of these securities or use all of these
techniques to the fullest extent permitted, unless it believes that doing so
will help the Fund achieve its investment goals.
14
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last five fiscal
years, which run from November 1 to October 31. Certain information reflects
financial results for single Fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report, along with the Fund's financial statements, is
included in the Fund's annual report. You can request a free annual report by
calling 1-800-426-3750.
THE FUND
<TABLE>
<CAPTION>
Years ended October 31
1998 1997
Class A Class B Class C Class A Class B Class C (a)
----------- ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period ($) 11.160 11.140 11.150 9.490 9.480 11.320
----------- ----------- ----------- ----------- ----------- -----------
INCOME FROM INVESTMENT
OPERATIONS ($)
Net investment income (b) 0.235 0.156 0.157 0.160 0.081 0.199
----------- ----------- ----------- ----------- ----------- -----------
Net realized and unrealized gain (loss) 0.685 0.682 0.676 2.225 2.217 (0.345) (c)
----------- ----------- ----------- ----------- ----------- -----------
Total from Investment Operations 0.920 0.838 0.833 2.385 2.298 (0.146)
----------- ----------- ----------- ----------- ----------- -----------
LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS
From net investment income (0.250) (0.168) (0.183) (0.147) (0.070) (0.024)
----------- ----------- ----------- ----------- ----------- -----------
From net realized gains (1.450) (1.450) (1.450) (0.568) (0.568) --
----------- ----------- ----------- ----------- ----------- -----------
Total Distributions Declared to
Shareholders (1.700) (1.618) (1.633) (0.715) (0.638) (0.024)
----------- ----------- ----------- ----------- ----------- -----------
Net asset value --
End of period ($) 10.380 10.360 10.350 11.160 11.140 11.150
----------- ----------- ----------- ----------- ----------- -----------
Total return (%)(d) 9.08 8.27 8.21 26.83 25.81 (1.30) (e)
----------- ----------- ----------- ----------- ----------- -----------
RATIOS TO AVERAGE NET ASSETS (%)
Expenses (f) 1.12 1.87 1.87 1.14 1.89 1.86 (g)
----------- ----------- ----------- ----------- ----------- -----------
Net investment income (f) 2.22 1.47 1.47 1.56 0.81 1.01 (g)
----------- ----------- ----------- ----------- ----------- -----------
Portfolio turnover 69 69 69 71 71 71
----------- ----------- ----------- ----------- ----------- -----------
Net assets at end of period (000) ($) 936,639 653,476 5,501 913,956 577,539 676
----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
(a) Class C shares were initially offered on August 1, 1997. Per share
amounts reflect activity from that date.
(b) Per share data was calculated using average shares outstanding during
the period.
(c) The amount shown for a share outstanding does not correspond with the
aggregate net gain on investments for the period due to the timing of
sales and repurchase of Fund shares in relation to fluctuating market
values of the investments of the Fund.
(d) Total return at net asset value assuming all distributions reinvested
and no initial sales charge or contingent deferred sales charge.
(e) Not Annualized.
(f) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
(g) Annualized.
15
<PAGE>
THE COLONIAL FUND
<TABLE>
<CAPTION>
Years ended October 31
1996 1995 1994
Class A Class B Class A Class B Class A Class B
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period ($) 8.940 8.930 8.060 8.050 8.410 8.400
--------- --------- --------- --------- --------- ---------
INCOME FROM INVESTMENT
OPERATIONS ($)
Net investment income (a) 0.165 0.097 0.200 0.137 0.171 0.109
--------- --------- --------- --------- --------- ---------
Net realized and unrealized gain (loss) 1.183 1.182 1.393 1.395 (0.116) (0.111)
--------- --------- --------- --------- --------- ---------
Total from Investment Operations 1.348 1.279 1.593 1.532 0.055 (0.002)
--------- --------- --------- --------- --------- ---------
LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS
From net investment income (0.162) (0.093) (0.212) (0.151) (0.160) (0.103)
--------- --------- --------- --------- --------- ---------
From net realized (0.636) (0.636) (0.501) (0.501) (0.245) (0.245)
--------- --------- --------- --------- --------- ---------
Total Distributions Declared to
Shareholders (0.798) (0.729) (0.713) (0.652) (0.405) (0.348)
--------- --------- --------- --------- --------- ---------
Net asset value --
End of period ($) 9.490 9.480 8.940 8.930 8.060 8.050
--------- --------- --------- --------- --------- ---------
Total return % (b) 16.11 15.27 21.72 20.84 0.74 (0.04)
--------- --------- --------- --------- --------- ---------
RATIOS TO AVERAGE NET ASSETS (%)
Expenses 1.15 (c) 1.90 (c) 1.16 (c) 1.93 (c) 1.14 1.89
--------- --------- --------- --------- --------- ---------
Net investment income 1.82 (c) 1.07 (c) 2.43 (c) 1.66 (c) 2.07 1.32
--------- --------- --------- --------- --------- ---------
Portfolio turnover 38 38 66 66 54 54
--------- --------- --------- --------- --------- ---------
Net assets at end of period (000) ($) 759,409 453,468 667,611 353,831 555,275 264,122
--------- --------- --------- --------- --------- ---------
</TABLE>
(a) Per share data was calculated using average shares outstanding during the
period.
(b) Total return at net asset value assuming distributions reinvested and no
initial sales charge or contingent deferred sales charge.
(c) The benefits derived from custody credits and directed brokerage
arrangements had no impact. Prior years' ratios are net of benefits
received if any.
16
<PAGE>
NOTES
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
17
<PAGE>
NOTES
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
18
<PAGE>
NOTES
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
19
<PAGE>
FOR MORE INFORMATION
You can get more information about the Fund's investments in the Fund's
semi-annual and annual reports to shareholders. The annual report contains a
discussion of the market conditions and investment strategies that significantly
affected the Fund's performance over its last fiscal year.
You may wish to read the SAI for more information on the Funds and the
securities in which it invests. The SAI is incorporated into this prospectus by
reference, which means that it is considered to be part of this prospectus.
You can get free copies of reports and the SAI, request other information and
discuss your questions about the Fund by writing or calling the Fund's
Distributor at:
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-426-3750
www.libertyfunds.com
Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.
You can review and copy information about the Fund by visiting the following
location, and you can obtain copies, upon payment of a duplicating fee, by
writing or calling the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.
INVESTMENT COMPANY ACT FILE NUMBERS:
Colonial Trust III: 811-00881
- - The Colonial Fund
[LIBERTY LOGO]
LIBERTY
COLONIAL.CRABBE HUSON.NEWPORT.STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (c)1999
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com
TF-01/651G-0299
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481(a)
(The Colonial Fund, Class Z)
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Front Cover Page; Back Cover Page
2. The Funds; Other Investment Strategies
and Risks
3. The Fund
4. The Fund
5. Not Applicable
6. Front Cover; Managing the Funds;
Your Account
7. Your Account
8. The Fund; Your Account
9. Financial Highlights
<PAGE>
<PAGE>
THE COLONIAL FUND
- - CLASS Z SHARES
PROSPECTUS, MARCH 1, 1998
Advised by Colonial Management Associates, Inc.
The following eligible institutional investors may purchase Class Z shares: (i)
any retirement plan with aggregate assets of at least $5 million at the time of
purchase of Class Z shares and which purchases shares directly from Liberty
Funds Distributor, Inc. (LFD) or through a third party broker-dealer; (ii) any
insurance company, trust company or bank purchasing shares for its own account;
and (iii) any endowment, investment company or foundation. In addition, Class Z
shares may be purchased directly or by exchange by any clients of investment
advisory affiliates of LFD provided that the clients meet certain criteria
established by LFD and its affiliates.
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved any shares offered in this
prospectus or determined whether this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
NOT FDIC-INSURED
MAY LOSE VALUE
NO BANK GUARANTEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<S> <C>
THE FUND 2
- --------------------------------------------------------------------------------
Investment Goals .......................................................... 2
Primary Investment Strategies ............................................. 2
Primary Investment Risks .................................................. 3
Performance History ....................................................... 4
Your Expenses ............................................................. 5
YOUR ACCOUNT 6
- --------------------------------------------------------------------------------
How to Buy Shares ......................................................... 6
Sales Charges ............................................................. 7
How to Exchange Shares .................................................... 7
How to Sell Shares ........................................................ 7
Other Information About Your Account ...................................... 8
MANAGING THE FUND 11
- --------------------------------------------------------------------------------
Investment Advisor ........................................................ 11
Portfolio Managers ........................................................ 11
OTHER INVESTMENT
STRATEGIES AND RISKS 12
- --------------------------------------------------------------------------------
Hedging Strategies ........................................................ 12
When-Issued Securities, Forward
Commitments and Dollar Rolls .............................................. 12
Year 2000 Compliance ...................................................... 12
FINANCIAL HIGHLIGHTS 13
- --------------------------------------------------------------------------------
</TABLE>
---
1
<PAGE>
THE FUND
THE COLONIAL FUND
STOCK SELECTION STRATEGY
In selecting stocks for the Fund, the advisor uses an investment strategy that
focuses on buying stocks with attractive values relative to other stocks within
their industries. This relative values approach allows the Fund to remain
diversified across a variety of industries. The advisor buys stocks that have
attractive current prices, consistent operating performance, and/or favorable
future growth prospects. The advisor's strategy uses fact-based quantitative
analysis supported by fundamental research.
INVESTMENT GOALS
The Fund seeks primarily income and capital growth and, secondarily, capital
preservation.
PRIMARY INVESTMENT STRATEGIES
The Fund invests in both stocks and bonds. The advisor adjusts the Fund's
allocation of stocks and bonds based on the advisor's assessment of the relative
risk and expected performance of the stock and bond markets. Under normal market
conditions, at least 25% of the Fund's assets will be invested in bonds and
other fixed income securities.
At times, the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit.
In seeking to achieve its goals, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principal focus of the Fund and therefore are not described in this prospectus.
These types of securities and investment practices are identified and discussed
in the Fund's Statement of Additional Information (SAI), which you may obtain by
contacting Liberty Funds Distributor. (See back cover for address and phone
number). Approval by the Fund's shareholders is not required to modify or change
the Fund's goals or investment strategies.
Stocks
In selecting stocks for the Fund, the advisor invests primarily in "value"
stocks, but may also invest in "growth" stocks of medium and large capitalized
companies. The advisor generally selects stocks which fall into one of the
following categories at the time of purchase:
1. Companies whose current business activities provide earnings, dividends
or assets that represent above average value;
2. Companies which have a record of consistent earnings growth that may
provide above average stability or value in turbulent markets; or
3. Companies with anticipated business growth prospects that represent
above average value.
Bonds
In selecting bonds for the Fund, the advisor invests primarily in
U.S. government securities and investment grade securities. The U.S. government
securities may consist of U.S. Treasuries and mortgage-backed securities issued
or guaranteed by the U.S. government, its agents or instrumentalities. The
Fund's investment grade securities may consist of mortgage- or asset-backed
securities issued by a private entity or corporate bonds.
---
2
<PAGE>
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances that are not described here which could cause you to lose money by
investing in the Fund, or which could prevent the Fund from achieving its goals.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Value stocks are securities of companies that the advisor believes are
undervalued. These companies may have experienced adverse business or industry
developments or may be subject to special risks that have caused the stocks to
be out of favor. If the advisor's assessment of a company's prospects is wrong,
the price of its stock may fall or may not approach the value the advisor has
placed on it.
Interest rate risk is the risk of a decline or increase in the price of a bond
when interest rates increase or decline. In general, if interest rates rise,
bond prices fall, and if interest rates fall, bond prices rise. Changes in the
values of bonds usually will not affect the amount of income the Fund receives
from them but will affect the value of the Fund's shares. Interest rate risk is
generally greater for bonds with longer maturities.
Structure risk is the risk that an event will occur (such as a security being
prepaid or called) that alters the security's cashflows. Prepayment risk is a
particular type of structure risk that is present in the Fund because of its
investments in mortgage-backed securities. Prepayment risk is the possibility
that, as interest rates fall, homeowners are more likely to refinance their home
mortgages. When mortgages are refinanced, the principal on mortgage-backed
securities is paid earlier than expected. In an environment of declining
interest rates, mortgage-backed securities may offer less potential for gain
than other debt securities. During periods of rising interest rates,
mortgage-backed securities have a high risk of declining in price because the
declining prepayment rates effectively increase the maturity of the securities.
In addition, the potential impact of prepayment on the price of a
mortgage-backed security may be difficult to predict and result in greater
volatility.
Because the Fund may invest in fixed-income securities issued by private
entities, including certain types of mortgage-backed securities and corporate
bonds, the Fund is subject to issuer risk. Issuer risk is the possibility that
changes in the financial condition of the issuer of a security, changes in
general economic conditions or changes in economic conditions that affect the
issuer's industry may impact the issuer's ability to make timely payment of
interest or principal. This could result in decreases in the price of the
security.
Information on other securities and risks appears under "Other Investment
Strategies and Risks."
---
3
<PAGE>
THE FUND
THE COLONIAL FUND
UNDERSTANDING PERFORMANCE
Calendar-year total return shows the Fund's Class Z share performance for each
complete calendar year since it commenced operations. It includes the effects of
Fund expenses.
AVERAGE ANNUAL TOTAL RETURN is a measure of the Fund's performance over the past
one-, five- and ten-year periods. It includes the effects of Fund expenses.
THE FUND'S RETURN IS COMPARED both to the Standard & Poor's Midland 400 Index
(S & P Index) an unmanaged index that tracks the performance of
middle-capitalization U.S. stocks, and the average return of the Funds included
in Lipper, Inc. Balanced Fund Average. Unlike the Fund, the index does not incur
fees or charges. It is not possible to invest in the index.
PERFORMANCE HISTORY
The bar chart below shows changes in the Fund's performance from year to year by
illustrating Funds calendar-year returns for Class Z shares. The performance
table following the bar chart shows how the Fund's average annual return
compared with those of a broad measure of market performance for 1 year 5 years
and 10 years. The chart and table are intended to illustrate some of the risks
of investing in the Fund by showing the changes in the Fund's performance. All
returns include the reinvestment of dividends and distributions. As with all
mutual funds, past performance does not predict the Fund's future performance.
CALENDAR-YEAR TOTAL RETURN (CLASS Z)
[BAR GRAPH]
1996 ......................... 17.16%
1997 ......................... 26.32%
1998 ......................... 13.28%
Best quarter: 2nd quarter 1997 +15.78%
Worst quarter: 3rd quarter 1998 -7.46%
AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Class Z (%) 13.28 16.19(1) 14.38(1)
- ---------------------------------------------------------------------
S & P Index (%) 19.11 18.84 19.29
- ---------------------------------------------------------------------
Lipper Average (%) 13.48 13.84 12.97
</TABLE>
(1) Class Z shares (a newer class of shares) performance information
includes returns of the Fund's Class A shares (the oldest existing fund
Class) for periods prior to the inception of the newer class of shares.
If differences in expenses between the two Classes were reflected, the
returns for periods prior to the inception of the newer class of shares
would be higher, since Class Z shares are not subject to sales charges
or services fees.
---
4
<PAGE>
THE FUND
THE COLONIAL FUND
UNDERSTANDING EXPENSES
SHAREHOLDER FEES are paid directly by shareholders to the Fund's distributor.
ANNUAL FUND OPERATING EXPENSES are deducted from the Fund. They include
management fees, brokerage costs and administrative costs, including pricing and
custody services.
EXAMPLE EXPENSES helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. It uses the following hypothetical
conditions:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain the same
- - No expense reductions in effect
YOUR EXPENSES
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.
SHAREHOLDER FEES(1)(2) (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS Z
<S> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 0.00
- -------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering price) 0.00
- -------------------------------------------------------------------------
Redemption fee(1) (as a percentage of
amount redeemed, if applicable) None
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM THE FUND)
<TABLE>
<CAPTION>
Class Z
<S> <C>
Management fee (%) 0.54
- -------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.00
- -------------------------------------------------------------------------
Other expenses (%) 0.34
- -------------------------------------------------------------------------
Total annual fund operating expenses (%) 0.88
</TABLE>
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class Z $90 $282 $490 $1,090
</TABLE>
(1) There is a $7.50 charge for wiring sale proceeds to your bank.
---
5
<PAGE>
YOUR ACCOUNT
HOW TO BUY SHARES
Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When the Fund receives your
purchase request in "good form," your shares will be bought at the next
calculated price. In "good form" means that you placed your order with your
brokerage firm or your payment has been received and your application is
complete, including all necessary signatures.
OUTLINED BELOW ARE VARIOUS WAYS YOU CAN PURCHASE SHARES:
<TABLE>
<CAPTION>
METHOD INSTRUCTIONS
<S> <C>
Through your Your financial advisor can help you establish your account and buy Fund shares
financial advisor on your behalf.
By check For new accounts, send a completed application and check made payable
(new account) to the Fund to the transfer agent, Liberty Funds Services, Inc., P.O. Box 1722,
Boston, MA 02105-1722.
By check For existing accounts, fill out and return the additional investment stub
(existing account) included in your quarterly statement, or send a letter of instruction including
your Fund name and account number with a check made payable to the Fund to
Liberty Funds Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
By exchange You may acquire shares by exchanging shares you own in one fund for shares of
the same share class of the Fund or Class A of another fund at no additional
cost. To exchange by telephone, call 1-800-422-3737.
By wire You may purchase shares by wiring money from your bank account to your fund
account. To wire funds to your fund account, call 1-800-422-3737 to obtain a
control number and the wiring instructions.
By electronic funds You may purchase shares by electronically transferring money from your bank
transfer (EFT) account to your fund account by calling 1-800-422-3737. Your money may take up
to two business days to to be invested. You must set up this feature prior to
your telephone request. Be sure to complete the appropriate section of the
application.
Automatic You can make monthly or quarterly investments automatically from your bank
investment plan account to your fund account. You can select a pre-authorized amount to be sent
via EFT. Be sure to complete the appropriate section of the application for this
feature.
By dividend You may automatically invest dividends distributed by one fund into the same
diversification class of shares of another fund at no additional sales charge. To invest your
dividends in another fund, call 1-800-345-6611.
</TABLE>
---
6
<PAGE>
YOUR ACCOUNT
CHOOSING A SHARE CLASS
The Fund Offers one class of shares in this prospectus -- CLASS Z.
The Fund also offers three additional classes of shares -- Class A, B and C are
available through a separate prospectus. Each share class has its own sales
charge and expense structure. Determining which share class is best for you
depends on the dollar amount you are investing and the number of years for which
you are willing to invest. Based on your personal situation, your investment
advisor can help you decide which class of shares makes the most sense for you.
SALES CHARGES
Your purchases of Class Z shares generally are at net asset value (NAV), which
is the value of a Fund share excluding any sales charge and are not subject to
an initial sales charge when you purchase, or a contingent deferred sales charge
when you sell, shares of the Fund. The following eligible institutional
investors may purchase Class Z shares: (i) any retirement plan with aggregate
assets of at least $5 million at the time of purchase of Class Z shares and
which purchases shares directly from LFD or through a third party broker-dealer;
(ii) any insurance company, trust company or bank purchasing shares for its own
account; and (iii) any endowment, investment company or foundation. In addition,
Class Z shares may be purchased directly or by exchange by any clients of
investment advisory affiliates of LFD, provided that the clients meet certain
criteria established by LFD and its affiliates.
HOW TO EXCHANGE SHARES
You may exchange your shares for shares of the same share class of another fund
distributed by LFD or Class A shares of another fund at NAV. Unless your account
is part of a tax-deferred retirement plan, an exchange is a taxable event.
Therefore, you may realize a gain or a loss for tax purposes. The Fund may
terminate your exchange privilege if the advisor determines that your exchange
activity is likely to adversely impact the advisor's ability to manage the Fund.
To exchange by telephone, call 1-800-422-3737.
HOW TO SELL SHARES
Your financial advisor can help you determine if and when you should sell your
shares. You may sell shares of the Fund on any regular business day that the New
York Stock Exchange (NYSE) is open.
When the Fund receives your sales request in "good form," shares will be sold at
the next calculated price. In "good form" means that money used to purchase your
shares is fully collected. When selling shares by letter of instruction, "good
form" means (i) your letter has complete instructions, the proper signatures and
signature guarantees and (ii) any other required documents are attached. For
additional documents required for sales by corporations, agents, fiduciaries and
surviving joint owners, please call 1-800-345-6611. Retirement Plan accounts
have special requirements, please call 1-800-799-7526 for more information.
The Fund will generally send proceeds from the sale to you within seven days.
However, if you purchased your shares by check, the Fund may delay sending the
proceeds for up to 15 days after your initial purchase to protect against checks
that are returned.
---
7
<PAGE>
YOUR ACCOUNT
OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR SELLING SHARES:
<TABLE>
<CAPTION>
METHOD INSTRUCTIONS
<S> <C>
Through your You may call your financial advisor to place your sell order. To receive the
financial advisor current trading day's price, your financial advisor firm must receive your
request prior to the close of the New York Stock Exchange (NYSE), usually 4:00
p.m. Eastern time.
By exchange You or your financial advisor may sell shares by exchanging from the Fund into
Class Z shares or Class A shares of another fund at no additional cost. To
exchange by telephone, call 1-800-422-3737.
By telephone You or your financial advisor may sell shares by telephone and request that a
check be sent to your address of record by calling 1-800-422-3737. The dollar
limit for telephone sales is $100,000 in a 30-day period. You do not need to set
up this feature in advance of your call.
By mail You may send a signed letter of instruction (LOI) or stock power form to the
address below. In your LOI, note your fund's name, share class, account number,
and the dollar value or number of shares you wish to sell. All account owners
must sign the letter, and signatures must be guaranteed by either a bank, a
member firm of a national stock exchange or another eligible guarantor
institution. Additional documentation is required for sales by corporations,
agents, fiduciaries, surviving joint owners and individual retirement account
(IRA) owners. For details, call 1-800-345-6611.
By wire Mail your LOI to Liberty Funds Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
You may sell shares and request that the proceeds be wired to your bank. You
must set up this feature prior to your telephone request. Be sure to complete
the appropriate section of the account application for this feature.
By electronic You may sell shares and request that the proceeds be electronically
funds transfer transferred to your bank. Proceeds may take up to two business days to be
received by your bank. You must set up this feature prior to your request.
Be sure to complete the appropriate section of the account application
for this feature.
</TABLE>
OTHER INFORMATION ABOUT YOUR ACCOUNT
HOW THE FUND'S SHARE PRICE IS DETERMINED The price of the Fund's Class Z shares
is based on its NAV. The NAV is determined at the close of the NYSE, usually
4:00 p.m. Eastern time, on each business day that the NYSE is open (typically
Monday through Friday).
When you request a transaction, it will be processed at the NAV next determined
after your request is received in good form by LFD. In most cases, in order to
receive that day's price, LFD must receive your order before that day's
transactions are processed. If you request a transaction through your financial
advisor's firm, the firm must receive your order by the close of trading on the
NYSE to receive that day's price.
The Fund determines its NAV for its Class Z shares by dividing total net assets
attributable to Class Z Shares by the number of shares outstanding. In
determining the NAV, the Fund must determine the price of each security in its
portfolio at the close of each trading day. Securities for which market
quotations are available are valued each day at the current market value.
However, where market quotations are unavailable, or when the advisor believes
that subsequent events have made them unreliable, the Fund may use other data to
determine the fair value of the securities.
---
8
<PAGE>
YOUR ACCOUNT
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may experience
capital gains and losses on sales of its securities. The Fund distributes
substantially all of its net investment income and capital gains to
shareholders. As a shareholder, you are entitled to a portion of the Fund's
income and capital gains based on the number of shares you own at the time these
distributions are declared.
You can find the daily prices of many share classes for the Fund in most major
daily newspapers. You can find daily prices for all share classes by visiting
the Fund's web site at www.libertyfunds.com.
ACCOUNT FEES If your account value falls below $1,000 (other than as a result of
depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Fund's transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring the
value above $1,000 prior to the fee date, the fee will not be deducted.
SHARE CERTIFICATES Share certificates are not available for Class Z shares.
DIVIDENDS, DISTRIBUTION AND TAXES The Fund has the potential to make the
following distributions:
TYPES OF DISTRIBUTIONS
<TABLE>
<S> <C>
Dividend/ordinary income Represents interest and dividends earned from
securities held by the Fund.
Capital gains Represents capital gains on sales of securities.
</TABLE>
DISTRIBUTION OPTIONS The Fund distributes any dividends quarterly and capital
gains at least annually. You can choose one of following options for these
distributions when you open your account.(1) To change your distribution option
call 1-800-345-6611.
DISTRIBUTION OPTIONS
Reinvest all distributions in additional shares of your current fund
Reinvest all distributions in shares of another fund
Receive dividends in cash and reinvest capital gains(2)
Receive all distributions in cash(2) (with one of the following options):
- - send the check to your address of record
- - send the check to a third party address
- - transfer the money to your bank via electronic funds transfer (EFT)
TAX CONSEQUENCES Regardless of whether you receive your distributions in cash or
reinvest them in additional Fund shares, all Fund distributions are subject to
federal income tax. Depending on the state where you live, distributions may
also be subject to state and local income taxes.
(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions
in additional shares of the Fund.
(2) Distributions of $10 or less will automatically be reinvested in
additional Fund shares. If you elect to receive distributions by check
and the check is returned as undeliverable, or if you do not cash a
distribution check within six months of the check date, the
distribution will be reinvested in additional shares of the Fund.
---
9
<PAGE>
YOUR ACCOUNT
In general, any dividends and short-term capital gains distributions are taxable
as ordinary income. Distributions of long-term capital gains are generally
taxable as capital gains. You will be provided with information each year
regarding the amount of ordinary income and capital gains distributed to you for
the previous year and any portion of your distributions which is exempt from
state and local taxes. Your investment in the Fund may have additional personal
tax implications. Please consult your tax advisor on state, local or other
applicable tax laws.
In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund. Such transactions may be subject to federal income tax.
---
10
<PAGE>
MANAGING THE FUND
INVESTMENT ADVISOR
Colonial Management Associates, Inc. (Colonial), located at One Financial
Center, Boston, MA 02111-2621, is the Fund's investment advisor. In its duties
as investment advisor, Colonial runs the Fund's day-to-day business, including
placing all orders for the purchase and sale of the Fund's portfolio securities.
Colonial has been an investment advisor since 1931. As of January 31, 1998,
Colonial managed over $17 billion in assets.
Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory business of its affiliate, Stein Roe
& Farnham Incorporated (Stein Roe), by a combined management team of employees
from both companies. Stein Roe also shares personnel, facilities and systems
with Colonial that may be used in providing administrative services to the Fund.
Both Colonial and Stein Roe are subsidiaries of Liberty Financial Companies,
Inc.
For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.54% of average daily net assets of the Fund.
Colonial can use the services of AlphaTrade Inc., an affiliate broker-dealer
when buying or selling equity securities for the Fund's portfolio, pursuant to
procedures adopted by the Board of Trustees.
PORTFOLIO MANAGERS
The portfolio managers of the Fund's equity investments are as follows:
JOHN E. LENNON, a Chartered Financial Analyst and Vice President of Colonial,
has co-managed the Fund since October, 1997 and has managed various other
Colonial equity funds since 1982.
GORDON A. JOHNSON Ph.D., a Chartered Financial Analyst and Vice President of
Colonial, has co-managed the Fund since February, 1997 and has served as
associate portfolio manager of the Fund since June 1995. Prior to 1995, Mr.
Johnson was a senior equity analyst with Colonial.
The portfolio managers of the Fund's fixed income investments are as follows:
LESLIE W. FINNEMORE, Vice President of Colonial, has co-managed the Fund since
December, 1997 and managed various other Colonial taxable fixed-income funds
since 1987.
WILLIAM C. HILL, Vice President of Colonial, has co-managed the Fund since
December, 1997 and has served as a member of the portfolio management team in
Colonial mortgage group since November 1996. Prior to joining the Colonial, Mr.
Hill was a mortgage analyst with Putnam Investments, Inc.
---
11
<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS
UNDERSTANDING THE FUND'S
OTHER INVESTMENTS AND RISKS
The Fund's primary investments and its risks are described under "The Fund --
Primary Investment Strategies and Primary Risks." In seeking to meet its
investment goals, the Fund may also invest in other securities and investment
techniques. These securities and investment techniques offer certain
opportunities and carry various risks.
The Fund may elect not to buy all of these securities or use all of these
techniques to the fullest extent permitted, unless it believes that doing so
will help the Fund achieve its investment goals.
HEDGING STRATEGIES
The Fund may enter into a number of hedging strategies, including those that
employ futures and options, to gain or reduce exposure to particular securities
or markets. These strategies, may involve the use of financial instruments who
depends on, or is derived from, value derives from the value of an underlying
security, an index or a currency. The Fund may use these strategies for hedging
purposes (attempting to offset a potential loss in one position by establishing
an interest in an opposite position) in connection with the Fund's bond holdings
or to adjust the duration of the Fund's bond holdings. Hedging strategies
involve the risk that they may exaggerate a loss, potentially losing more money
than the actual cost of the security, or limit a potential gain. Also, with some
hedging strategies there is the risk that the other party to the transaction may
fail to honor its contract terms, causing a loss to the Fund.
WHEN-ISSUED SECURITIES, FORWARD COMMITMENTS AND DOLLAR ROLLS
When-issued securities and forward commitments are securities which are
purchased prior to the date they are actually issued or delivered. These
securities involve the risk that they may fall in value by the time they are
actually issued or that the other party may fail to honor the contract terms. In
a dollar roll, the Fund sells a mortgage-backed security and simultaneously
enters into a commitment to purchase a similar security at a later date. Dollar
rolls also involve the risk that the other party may not honor the contract
terms.
YEAR 2000 COMPLIANCE
Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's advisor,
distributor and transfer agent "Liberty Companies" are taking steps that they
believe are reasonably designed to address the Year 2000 Problem, including
communicating with vendors who furnish services, software and systems to the
Fund, to provide that date-related information and data can be properly
processed after January 1, 2000. Many Fund service providers and vendors,
including the Liberty Companies, are in the process of making Year 2000
modifications to their software and systems and believe that such modifications
will be completed on a timely basis prior to January 1, 2000. 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.
---
12
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last three fiscal
years, which run from November 1 to October 31 and the period July 31, 1995
(commencement of the investment operations) to October 31, 1995. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that in you would have earned (or lost)
on an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
independent accountants, whose report, along with the Fund's financial
statements, is included in the Fund's annual report. You can request a free
annual report by calling 1-800-426-3750.
THE COLONIAL FUND
<TABLE>
<CAPTION>
Years ended October 31
1998 1997 1996 1995 (a)
Class Z Class Z Class Z Class Z
<S> <C> <C> <C> <C>
Net asset value --
Beginning of period ($) 11.170 9.500 8.940 8.780
- --------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income (b) 0.261 0.184 0.186 0.041
- --------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain
(loss) 0.685 2.225 1.192 0.167
- --------------------------------------------------------------------------------------------------------------------
Total from Investment Operations 0.946 2.409 1.378 0.208
- --------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS
From net investment income (0.276) (0.171) (0.182) (0.048)
- --------------------------------------------------------------------------------------------------------------------
From net realized gains (1.450) (0.568) (0.636) --
- --------------------------------------------------------------------------------------------------------------------
Total Distributions Declared to
Shareholders (1.726) (0.739) (0.818) (0.048)
- --------------------------------------------------------------------------------------------------------------------
Net asset value --
End of period ($) 10.390 11.170 9.500 8.940
- --------------------------------------------------------------------------------------------------------------------
Total return (c) (%) 9.35 27.10 16.50 2.02 (d)
- --------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%)
Expenses (e) 0.88 0.91 2.06 0.93 (f)
- --------------------------------------------------------------------------------------------------------------------
Net investment income (e) 2.46 27.10 91 2.66 (f)
- --------------------------------------------------------------------------------------------------------------------
Portfolio turnover 69 71 38 66
- --------------------------------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 22,235 16,158 13,555 3,659
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Class Z shares were initially offered on July 31, 1995. Per share
amounts reflect activity from that date.
(b) Per share data was calculated using average shares outstanding during
the period.
(c) Total return at net asset value assuming all distributions reinvested
and no initial sales charge or contingent deferred sales charge
(d) Not Annualized
(e) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
(f) Annualized
---
13
<PAGE>
NOTES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
---
14
<PAGE>
NOTES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
---
15
<PAGE>
FOR MORE INFORMATION
You can get more information about the Fund's investments in the Fund's
semi-annual and annual reports to shareholders. The annual report contains a
discussion of the market conditions and investment strategies that significantly
affected the Fund's performance over its last fiscal year.
You may wish to read the SAI for more information on the Fund and the securities
in which it invests. The SAI is incorporated into this prospectus by reference,
which means that it is considered to be part of this prospectus.
You can get free copies of reports and the SAI, request other information and
discuss your questions about the Fund by contacting the Fund's Distributor at:
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-426-3750
www.libertyfunds.com
Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.
You can review and copy information about the Fund by visiting the following
location, and you can also obtain copies, upon payment of a duplicating fee, by
writing or calling the following:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.
INVESTMENT COMPANY ACT FILE NUMBERS:
Colonial Trust III: 811-00881
- - The Colonial Fund
[LIBERTY FUNDS LOGO] LIBERTY
COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (C)1999
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com
TF-O1/673G-0299
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481(a)
(Colonial International Horizons Fund, Classes A, B, C)
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Front Cover Page; Back Cover Page
2. The Fund
3. The Fund
4. The Fund
5. Not Applicable
6. Front Cover; Managing the Fund;
Your Account
7. Your Account
8. The Funds; Your Account
9. Financial Highlights
<PAGE>
<PAGE>
COLONIAL INTERNATIONAL HORIZONS FUND PROSPECTUS, MARCH 1, 1999
Advised by Colonial Management Associates, Inc.
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved any shares offered in this
prospectus or determined whether this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
NOT FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE
================================================================================
TABLE OF CONTENTS
<TABLE>
<S> <C>
THE FUND 2
- --------------------------------------------------------------------------------
Investment Goals .......................................................... 2
Primary Investment Strategies ............................................. 2
Primary Investment Risks .................................................. 2
Performance History ....................................................... 4
Your Expenses ............................................................. 5
YOUR ACCOUNT 6
- --------------------------------------------------------------------------------
How to Buy Shares ......................................................... 6
Sales Charges ............................................................. 7
How to Exchange Shares .................................................... 10
How to Sell Shares ........................................................ 10
Distribution and Service Fees ............................................. 11
Other Information About Your Account ...................................... 12
MANAGING THE FUND 14
- --------------------------------------------------------------------------------
Investment Advisor ........................................................ 14
Portfolio Managers ........................................................ 14
Year 2000 Compliance ...................................................... 14
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 15
</TABLE>
1
<PAGE>
THE FUND COLONIAL INTERNATIONAL HORIZONS FUND
INFLATION SENSITIVE COMPANIES
In selecting stocks for the Fund, the advisor will choose companies in
industries and markets which the advisor believes will react favorably to
inflation in the U.S. economy. Inflation sensitive companies in which the Fund
may invest include companies engaged in the development and processing of
natural resources and companies engaged in consumer-oriented business.
================================================================================
INVESTMENT GOALS
- --------------------------------------------------------------------------------
The Fund seeks preservation of capital purchasing power and long-term growth.
PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
Under normal market conditions, the Fund invests at least 65% of its total
assets in the equity securities of inflation sensitive companies located outside
the United States. The Fund's foreign investments may include securities of
companies located in emerging markets countries. The Fund is a non-diversified
mutual fund and, although it generally will not, it may invest more than 5% of
its total assets in the securities of a single issuer.
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit. Taking a temporary defensive
position may prevent the Fund from achieving its investment objective.
In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principle focus of the Fund and therefore are not described in this prospectus.
These types of securities and investment practices are identified and discussed
in the Fund's Statement of Additional Information (SAI), which you may obtain by
contacting Liberty Funds Distributor, Inc. (See back cover for address and phone
number). Approval by the Fund's shareholders is not required to modify or change
the Fund's goals or investment strategies.
PRIMARY INVESTMENT RISKS
- --------------------------------------------------------------------------------
The primary risks of investing in the Fund are described below. There are many
circumstances (that are not described here) which could cause you to lose money
by investing in the Fund or prevent the Fund from achieving its goals.
Additionally, as a non-diversified mutual fund, the Fund is allowed to invest a
greater percentage of its total assets in the securities of a single company.
Therefore, the Fund may have an increased risk of loss compared to a similar
diversified mutual fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. The liquidity of foreign securities may be more limited than
domestic securities, which means that the Fund may at times be unable to sell
foreign securities at desirable prices. Fluctuations in currency exchange rates
may impact the value of foreign securities. Brokerage commissions, custodial
fees and other fees are generally higher for foreign investments. In addition,
foreign governments may impose withholding taxes which would reduce the amount
of income available to distribute to shareholders. Other risks include the
following: possible delays in the settlement of transactions; less publicly
available information about companies; the impact of political, social or
diplomatic events; and possible seizure, expropriation or nationalization of the
company or its assets.
2
<PAGE>
THE FUND COLONIAL INTERNATIONAL HORIZONS FUND
Emerging markets are also subject to risk. The risks of foreign investments are
typically increased in less developed and developing countries, which are
sometimes referred to as emerging markets. For example, political and economic
structures in these countries may be new and developing rapidly, which may cause
instability. These countries are also more likely to experience high levels of
inflation, deflation or currency devaluations, which could hurt their economies
and securities markets.
3
<PAGE>
THE FUND COLONIAL INTERNATIONAL HORIZONS FUND
UNDERSTANDING PERFORMANCE
CALENDAR-YEAR TOTAL RETURN shows the Fund's Class A share performance for each
complete calendar year since it commenced operations. It includes the effects of
Fund expenses, but not the effects of sales charges. If sales charges were
included, these returns would be lower.
AVERAGE ANNUAL TOTAL RETURN is a measure of the Fund's performance over the past
one-year, five-year or life of fund periods. It includes the effects of Fund
expenses. The table shows each class's returns with sales charges.
The Fund's return is compared to both the average return of the funds included
in Lipper, Inc.'s International Category (Lipper Average), and the Morgan
Stanley Capital International EAFE (GDP) Index, an unmanaged index that tracks
the performance of International stocks. Unlike the Fund, an index does not
incur fees or charges. It is not possible to invest directly in an index. Sales
charges are not included in the Lipper Average.
================================================================================
PERFORMANCE HISTORY
- --------------------------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class A shares. The
performance table following the bar chart shows how the Fund's average annual
returns for all share classes compare with those of a broad measure of market
performance for one year, five years and the life of the Fund. The chart and
table are intended to illustrate some of the risks of investing in the Fund by
showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance.
CALENDAR-YEAR TOTAL RETURNS (CLASS A)
[BAR CHART]
<TABLE>
<S> <C>
1993 33.76%
1994 -0.93%
1995 13.06%
1996 20.63%
1997 5.95%
1998 10.56%
</TABLE>
BEST QUARTER: 4th quarter 1998, +17.10%
WORST QUARTER: 3rd quarter 1998, -17.00%
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
SINCE INCEPTION
1 YEAR 5 YEARS (JUNE 8, 1992)
<S> <C> <C> <C>
Class A (%) 4.21 8.33 10.22
- --------------------------------------------------------------------------------
Class B (%) 4.63 8.53 10.39
- --------------------------------------------------------------------------------
Class C(1) (%) 8.80 8.86 10.43
- --------------------------------------------------------------------------------
Morgan Stanley EAFE (GDP) Index (%) 26.71 11.57 N/A
- --------------------------------------------------------------------------------
Lipper Average (%) 13.02 7.69 N/A
</TABLE>
(1) Class C share (newer class shares) performance information includes returns
of the Fund's Class B shares (the oldest existing fund class) for periods
prior to the inception of the newer class shares. These Class B share
returns are not restated to reflect any difference in expenses (like Rule
12b-1 fees) between Class B shares and the newer class shares. If
differences in expenses were reflected, the returns for periods prior to
the inception of the newer class shares would be lower.
4
<PAGE>
THE FUND COLONIAL INTERNATIONAL HORIZONS FUND
UNDERSTANDING EXPENSES
SHAREHOLDER FEES are paid directly by shareholders to the Fund's distributor.
ANNUAL FUND OPERATING EXPENSES are deducted from the Fund. They include
management and administration fees, 12b-1 fees, brokerage costs, and
administrative costs including pricing and custody services.
EXAMPLE EXPENSES helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. It uses the following hypothetical
conditions:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain the same
- - No expense reductions in effect
================================================================================
YOUR EXPENSES
- --------------------------------------------------------------------------------
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 5.75 0.00 0.00
- --------------------------------------------------------------------------------
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 1.00(2) 5.00 1.00
- --------------------------------------------------------------------------------
Redemption fee(1) (as a percentage of
amount redeemed, if applicable) None None None
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management fees (%) 0.75 0.75 0.75
- --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
- --------------------------------------------------------------------------------
Other expenses (%) 0.68 0.68 0.68
- --------------------------------------------------------------------------------
Total annual fund operating expenses (%) 1.68 2.43 2.43
</TABLE>
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class A $ 736 $1,075 $1,437 $2,451
- --------------------------------------------------------------------------------
Class B: did not sell your shares $ 246 $ 758 $1,297 $2,584
sold all your shares at
the end of the period $ 746 $1,058 $1,497 $2,584
- --------------------------------------------------------------------------------
Class C: did not sell your shares $ 246 $ 758 $1,297 $2,770
sold all your shares at
the end of the period $ 346 $ 758 $1,297 $2,770
</TABLE>
(1) There is a $7.50 charge for wiring sale proceeds to your bank.
(2) This charge applies only to purchases of $1 million to $5 million if shares
obtained through these purchases are redeemed within 18 months after
purchase.
5
<PAGE>
YOUR ACCOUNT
INVESTMENT MINIMUMS(1)
Initial Investment ......................................... $1,000
Subsequent Investments ..................................... $ 250
Automatic Purchase Plans ................................... $ 50
Retirement Plans ........................................... $ 25
================================================================================
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When the Fund receives your
purchase request in "good form," your shares will be bought at the next
calculated public offering price. In good form means that you placed your order
with your brokerage firm or your payment has been received and your application
is complete, including all necessary signatures.
OUTLINED BELOW ARE VARIOUS WAYS YOU CAN PURCHASE SHARES:
METHOD INSTRUCTIONS
Through your Your financial advisor can help you establish your account
financial advisor and buy Fund shares on your behalf.
By check For new accounts, send a completed application and check
(new account) made payable to the Fund to the transfer agent, Liberty
Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
By check For existing accounts, fill out and return the additional
(existing account) investment stub included in your quarterly statement, or
send a letter of instruction including your Fund name and
account number with a check made payable to the Fund to
Liberty Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
By exchange You may acquire shares by exchanging shares you own in one
fund for shares of the same class of the Fund at no
additional cost. To exchange by telephone, call
1-800-422-3737.
By wire You may purchase shares by wiring money from your bank
account to your fund account. To wire funds to your fund
account, call 1-800-422-3737 to obtain a control number
and the wiring instructions.
By electronic funds You may purchase shares by electronically transferring
transfer (EFT) money from your bank account to your fund account by
calling 1-800-422-3737. Your money may take up to two
business days to be invested. You must set up this feature
prior to your telephone request. Be sure to complete the
appropriate section of the application.
Automatic You may make monthly or quarterly investments
investment plan automatically from your bank account to your fund account.
You can select a pre-authorized amount to be sent via EFT.
Be sure to complete the appropriate section of the
application for this feature.
By dividend You may automatically invest dividends distributed by one
diversification fund into the same class of shares of another fund at no
additional sales charge. To invest your dividends in
another fund, call 1-800-345-6611.
(1) The Fund reserves the right to change the investment minimums. The Fund
also reserves the right to refuse a purchase order for any reason,
including if it believes that doing so would be in the best interest of the
Fund and its shareholders.
6
<PAGE>
YOUR ACCOUNT
CHOOSING A SHARE CLASS
The Fund offers three classes of shares in this prospectus -- CLASS A, B and C.
Each share class has its own sales charge and expense structure. Determining
which share class is best for you depends on the dollar amount you are investing
and the number of years for which you are willing to invest. Purchases of more
than $250,000 but less than $1 million can be made only in Class A or Class C
shares. Purchases of $1 million or more are automatically invested in Class A
shares. Based on your personal situation, your investment advisor can help you
decide which class of shares makes the most sense for you.
================================================================================
SALES CHARGES
- --------------------------------------------------------------------------------
You may be subject to an initial sales charge when you purchase, or a contingent
deferred sales charge (CDSC) when you sell, shares of the Fund. These sales
charges are described below. In certain circumstances these sales charges are
waived, as described below and in the SAI.
CLASS A SHARES Your purchases of Class A shares generally are at the Public
Offering Price (POP). This price includes a sales charge that is based on the
amount of your initial investment when you open your account. The sales charge
you pay on additional investments is based on the total amount of your purchase
and the current value of your account. The amount of the sales charge differs
depending on the amount you invest as shown in the table below. The table below
also show the commission paid to the financial advisor firm on sales of Class A
shares.
THE FUND
<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE (POP) INVESTMENT ADVISOR FIRM
<S> <C> <C> <C>
Less than $50,000 5.75 6.10 5.00
- -------------------------------------------------------------------------------
$50,000 to less than $100,000 4.50 4.71 3.75
- -------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50 3.63 2.75
- -------------------------------------------------------------------------------
$250,000 to less than $500,000 2.50 2.56 2.00
- -------------------------------------------------------------------------------
$500,000 to less than $1,000,000 2.00 2.04 1.75
- -------------------------------------------------------------------------------
$1,000,000 or more(1) 0.00 0.00 0.00
- -------------------------------------------------------------------------------
</TABLE>
(1) Redemptions from Class A share accounts with shares valued between $1
million and $5 million may be subject to a CDSC. Class A share purchases
that bring your account value above $1 million are subject to a 1% CDSC if
redeemed within 18 months of their purchase date. The 18-month period
begins on the first day of the month following each purchase.
7
<PAGE>
YOUR ACCOUNT
UNDERSTANDING CONTINGENT
DEFERRED SALES CHARGES (CDSC)
Certain investments in Class A, B and C shares are subject to a CDSC. You will
pay the CDSC only on shares you sell within a certain amount of time after
purchase. The CDSC generally declines each year until there is no charge for
selling shares. The CDSC is applied to the NAV at the time of purchase or sale,
whichever is lower. For purposes of calculating CDSC, the start of the holding
period is the month-end of the month in which the purchase is made. Shares you
purchase with reinvested dividends or capital gains are not subject to CDSC.
When you place an order to sell shares, the Fund will automatically sell first
those shares not subject to a CDSC and then those you have held the longest.
This policy helps reduce and possibly eliminate the potential impact of the
CDSC.
================================================================================
CLASS A SHARES For Class A share purchases of $1 million or more, financial
advisors receive a commission from the Fund's distributor, Liberty Funds
Distributor, Inc. (LFD), as follows:
PURCHASES OVER $1 MILLION
<TABLE>
<CAPTION>
AMOUNT PURCHASED COMMISSION %
<S> <C>
First $3 million 1.00
- ------------------------------------------------------------------------
Next $2 million 0.50
- ------------------------------------------------------------------------
Over $5 million 0.25(1)
</TABLE>
REDUCED SALES CHARGES FOR LARGER INVESTMENTS There are two ways for you to pay a
lower sales charge when purchasing Class A shares. The first is through Rights
of Accumulation. If the combined value of the Fund accounts maintained by you,
your spouse or your minor children reaches a discount level (according to the
chart on the previous page), your next purchase will receive the lower sales
charge. The second is by signing a Statement of Intent within 90 days of your
purchase. By doing so, you would be able to pay the lower sales charge on all
purchases by agreeing to invest a total of at least $50,000 within 13 months. If
your Statement of Intent purchases are not completed within 13 months, you will
be charged the applicable sales charge. In addition, certain investors may
purchase shares at a reduced sales charge or at net asset value (NAV), which is
the value of a Fund share excluding any sales charges. See the SAI for a
description of these situations.
CLASS B SHARES Your purchases of Class B shares are at the Fund's NAV. Class B
shares have no front-end sales charge, but carry a CDSC, or back-end charge,
that is imposed only on shares sold prior to the completion of the periods shown
in the chart below. The CDSC generally declines each year and eventually
disappears over time. Class B shares automatically convert to Class A shares
after eight years. LFD pays the financial advisor firm an upfront commission of
5.00% on sales of Class B shares.
(1) Paid over 12 months but only to the extent the shares remain outstanding.
8
<PAGE>
YOUR ACCOUNT
THE FUND
<TABLE>
<CAPTION>
% DEDUCTED WHEN
HOLDING PERIOD AFTER PURCHASE SHARES ARE SOLD
<S> <C>
Through first year 5.00
- --------------------------------------------------------------------------------
Through second year 4.00
- --------------------------------------------------------------------------------
Through third year 3.00
- --------------------------------------------------------------------------------
Through fourth year 3.00
- --------------------------------------------------------------------------------
Through fifth year 2.00
- --------------------------------------------------------------------------------
Through sixth year 1.00
- --------------------------------------------------------------------------------
Longer than six years 0.00
</TABLE>
CLASS C SHARES Similar to Class B shares, your purchases of Class C shares are
at the Fund's NAV. Although Class C shares have no front-end sales charge, they
carry a CDSC of 1% that is applied to shares sold within the first year after
they are purchased. After holding shares for one year, you may sell them at any
time without paying a CDSC. LFD pays the financial advisor firm an upfront
commission of 1.00% on sales of Class C shares.
THE FUND
<TABLE>
<CAPTION>
YEARS AFTER PURCHASE % DEDUCTED WHEN SHARES ARE SOLD
<S> <C>
Through first year 1.00
- --------------------------------------------------------------------------------
Longer than one year 0.00
</TABLE>
9
<PAGE>
YOUR ACCOUNT
HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
You may exchange your shares for shares of the same share class of another fund
distributed by LFD at NAV. If your shares are subject to a CDSC, you will not be
charged a CDSC upon the exchange. However, when you sell the shares acquired
through the exchange, the shares sold may be subject to a CDSC, depending upon
when you originally purchased the shares you exchanged. For purposes of
computing the CDSC, the length of time you have owned your shares will be
computed from the date of your original purchase and the applicable CDSC will be
the CDSC of the original fund. Unless your account is part of a tax-deferred
retirement plan, an exchange is a taxable event. Therefore, you may realize a
gain or a loss for tax purposes. The Fund may terminate your exchange privilege
if the advisor determines that your exchange activity is likely to adversely
impact the advisor's ability to manage the Fund. To exchange by telephone, call
1-800-422-3737.
HOW TO SELL SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you determine if and when you should sell your
shares. You may sell shares of the Fund on any regular business day that the New
York Stock Exchange (NYSE) is open.
When the Fund receives your sales request in "good form," shares will be sold at
the next calculated price. In "good form" means that money used to purchase your
shares is fully collected. When selling shares by letter of instruction, "good
form" means (i) your letter has complete instructions, the proper signatures and
signature guarantees, (ii) you have included any certificates for shares to be
sold and (iii) any other required documents are attached. For additional
documents required for sales by corporations, agents, fiduciaries and surviving
joint owners, please call 1-800-345-6611. Retirement Plan accounts have special
requirements; please call 1-800-799-7526 for more information.
The Fund will generally send proceeds from the sale to you within seven days.
However, if you purchased your shares by check, the Fund may delay sending the
proceeds for up to 15 days after your initial purchase to protect against checks
that are returned.
10
<PAGE>
YOUR ACCOUNT
OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR SELLING SHARES:
METHOD INSTRUCTIONS
Through your You may call your financial advisor to place your sell
financial advisor order. To receive the current trading day's price, your
financial advisor firm must receive your request prior to
the close of the NYSE, usually 4:00 p.m. Eastern time.
By exchange You or your financial advisor may sell shares by
exchanging from the Fund into the same share class of
another fund at no additional cost. To exchange by
telephone, call 1-800-422-3737.
By telephone You or your financial advisor may sell shares by telephone
and request that a check be sent to your address of record
by calling 1-800-422-3737. The dollar limit for telephone
sales is $100,000 in a 30-day period. You do not need to
set up this feature in advance of your call.
By mail You may send a signed letter of instruction (LOI) or stock
power form along with any certificates to be sold to the
address below. In your LOI, note your fund's name, share
class, account number, and the dollar value or number of
shares you wish to sell. All account owners must sign the
letter, and signatures must be guaranteed by either a
bank, a member firm of a national stock exchange or
another eligible guarantor institution. Additional
documentation is required for sales by corporations,
agents, fiduciaries, surviving joint owners and individual
retirement account (IRA) owners. For details, call
1-800-345-6611.
Mail your LOI to Liberty Funds Services, Inc., P.O. Box
1722, Boston, MA 02105-1722.
By wire You may sell shares and request that the proceeds be wired
to your bank. You must set up this feature prior to your
telephone request. Be sure to complete the appropriate
section of the account application for this feature.
By electronic You may sell shares and request that the proceeds be
funds transfer electronically transferred to your bank. Proceeds may take
up to two business days to be received by your bank. You
must set up this feature prior to your request. Be sure to
complete the appropriate section of the account
application for this feature.
DISTRIBUTION AND SERVICE FEES
- --------------------------------------------------------------------------------
The Fund has adopted a plan under Rule 12b-1 that permits it to pay marketing
and other fees to support the sale and distribution of Class A, B and C shares
and the services provided to you by your financial advisor. These annual
distribution and service fees may equal up to 0.25% for Class A shares and 1.00%
for each of Class B and Class C shares and are paid out of the assets of these
classes. Over time, these fees will increase the cost of your shares and may
cost you more than paying other types of sales charges.(1)
(1) Class B shares automatically convert to Class A after eight years,
eliminating the distribution fee.
11
<PAGE>
Your Account
OTHER INFORMATION ABOUT YOUR ACCOUNT
- --------------------------------------------------------------------------------
HOW THE FUND'S SHARE PRICE IS DETERMINED The price of each class of the Fund's
shares is based on its NAV. The NAV is determined at the close of the NYSE,
usually 4:00 p.m. Eastern time, on each business day that the NYSE is open
(typically Monday through Friday).
When you request a transaction, it will be processed at the NAV (plus any
applicable sales charges) next determined after your request is received in good
form by LFD. In most cases, in order to receive that day's price, LFD must
receive your order before that day's transactions are processed. If you request
a transaction through your financial advisor's firm, the firm must receive your
order by the close of trading on the NYSE to receive that day's price.
The Fund determines its NAV for each share class by dividing its total net
assets by the number of shares outstanding. In determining the NAV, the Fund
must determine the price of each security in its portfolio at the close of each
trading day. Securities for which market quotations are available are valued
each day at the current market value. However, where market quotations are
unavailable, or when the advisor believes that subsequent events have made them
unreliable, the Fund may use other data to determine the fair value of the
securities.
You can find the daily price of many share classes for the Fund in most major
daily newspapers. You can find daily prices for all share classes by visiting
the Fund's web site at www.libertyfunds.com.
ACCOUNT FEES If your account value falls below $1,000 (other than as a result of
depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Fund's transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring the
value above $1,000 prior to the fee date, the fee will not be deducted.
SHARE CERTIFICATES Share certificates are not available for Class B and C
shares. Certificates will be issued for Class A shares only if requested. If you
decide to hold share certificates, you will not be able to sell your shares
until you have endorsed your certificates and returned them to LFD.
12
<PAGE>
YOUR ACCOUNT
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may experience
capital gains and losses on sales of its securities. The Fund distributes
substantially all of its net investment income and capital gains to
shareholders. As a shareholder, you are entitled to a portion of the Fund's
income and capital gains based on the number of shares you own at the time these
distributions are declared.
================================================================================
DIVIDENDS, DISTRIBUTIONS, AND TAXES The Fund has the potential to make the
following distributions:
TYPES OF DISTRIBUTIONS
<TABLE>
<S> <C>
Dividend/Ordinary Represents interest and dividends earned from securities
income held by the Fund.
- --------------------------------------------------------------------------------
Capital gains Represents capital gains on sales of securities.
</TABLE>
DISTRIBUTION OPTIONS The Fund distributes any dividends semi-annually and
capital gains at least annually. You can choose one of the following options for
these distributions when you open your account.(1) To change your distribution
option call 1-800-345-6611.
DISTRIBUTION OPTIONS
Reinvest all distributions in additional shares of your current fund
- --------------------------------------------------------------------------------
Reinvest all distributions in shares of another fund
- --------------------------------------------------------------------------------
Receive dividends in cash and reinvest capital gains(2)
- --------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(2)
- - send the check to your address of record
- - send the check to a third party address
- - transfer the money to your bank via electronic funds transfer (EFT)
TAX CONSEQUENCES Regardless of whether you receive your distributions in cash or
reinvest them in additional Fund shares, all Fund distributions are subject to
federal income tax. Depending on the state where you live, distributions may
also be subject to state and local income taxes.
In general, any dividends and short-term capital gains distributions are taxable
as ordinary income. Distributions of long-term capital gains are generally
taxable as capital gains. You will be provided each year regarding the amount of
ordinary income and capital gains distributed to you for the previous year and
any portion of your distributions which is exempt from state and local taxes.
Your investment in the Fund may have additional personal tax implications.
Please consult your tax advisor on state, local or other applicable tax laws.
In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund. Such transactions may be subject to federal income tax.
(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of the Fund.
(2) Distributions of $10 or less will automatically be reinvested in additional
Fund shares. If you elect to receive distributions by check and the check
is returned as undeliverable, or if you do not cash a distribution check
within six months of the check date, the distribution will be reinvested in
additional shares of the Fund.
13
<PAGE>
MANAGING THE FUND
INVESTMENT ADVISOR
- --------------------------------------------------------------------------------
Colonial Management Associates, Inc. (Colonial) located at One Financial Center,
Boston, MA 02111-2621, is the Fund's investment advisor. In its duties as
investment advisor, Colonial runs the Fund's day-to day business, including
placing all orders for the purchase and sale of the Fund's portfolio securities.
Colonial has been an investment advisor since 1931. As of January 31, 1999,
Colonial managed over $17 billion in assets.
Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory business of its affiliate, Stein Roe
& Farnham Incorporated (Stein Roe), by a combined management team of employees
from both companies. Stein Roe also shares personnel, facilities and systems
with Colonial that may be used in providing administrative services to the Fund.
Both Colonial and Stein Roe are subsidiaries of Liberty Financial Companies,
Inc.
For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.75% of average daily net assets of the Fund.
Colonial can use the services of AlphaTrade Inc., an affiliated broker-dealer,
when buying or selling equity securities for the Fund's portfolio, pursuant to
procedures adopted by the Board of Trustees.
PORTFOLIO MANAGERS
- --------------------------------------------------------------------------------
GITA RAO, a vice president of Colonial, co-manages the Fund. Ms. Rao has managed
various other Colonial funds since 1995. Prior to joining Colonial, she was a
global equity research analyst at Fidelity Management & Research Company from
1994 to 1995 and a vice president in the domestic equity research group at
Kidder, Peabody and Company from 1991 to 1994.
NICHOLAS GHAJAR, an assistant vice president of Colonial, co-manages the Fund.
Mr. Ghajar has been either as an associate portfolio manager or an equity
analyst of various equity funds since 1989.
YEAR 2000 COMPLIANCE
- --------------------------------------------------------------------------------
Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's advisor,
distributor and transfer agent (Liberty Companies) are taking steps that they
believe are reasonably designed to address the Year 2000 Problem, including
communicating with vendors who furnish services, software and systems to the
Fund, to provide that date-related information and data can be properly
processed after January 1, 2000. Many Fund service providers and vendors,
including the Liberty Companies, are in the process of making Year 2000
modifications to their software and systems and believe that such modifications
will be completed on a timely basis prior to January 1, 2000. 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.
14
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last five fiscal
years, which run from November 1 to October 31. Certain information reflects
financial results for a single fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report along with the Fund's financial statements are
included in the Fund's annual report. You can request a free annual report by
calling 1-800-426-3750.
THE FUND
<TABLE>
<CAPTION>
Year ended October 31
1998 1997 1996
Class A Class B Class C Class A Class B Class C(b) Class A Class B
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period $ 15.260 $ 15.070 $ 15.220 $ 14.320 $ 14.230 $ 15.910 $ 12.430 $ 12.380
- -----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)(a) 0.032 (0.062) (0.061) 0.098 (0.011) (0.017) 0.075 (0.026)
- -----------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) (0.222) (0.208) (0.181) 2.296 2.275 (0.673)(c) 2.525 2.506
- -----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations (0.190) (0.270) (0.242) 2.394 2.264 (0.690) 2.600 2.480
- -----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS:
- -----------------------------------------------------------------------------------------------------------------------------------
Net investment income (0.074) -- (0.039) (0.030) -- -- (0.080) --
- -----------------------------------------------------------------------------------------------------------------------------------
In excess of net investment income (0.076) -- (0.039) -- -- -- -- --
- -----------------------------------------------------------------------------------------------------------------------------------
From net realized gains (2.660) (2.660) (2.660) (1.424) (1.424) -- (0.630) (0.630)
- -----------------------------------------------------------------------------------------------------------------------------------
Total Distributions Declared to
Shareholders (2.810) (2.660) (2.738) (1.454) (1.424) -- (0.710) (0.630)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value-- End of period($) 12.260 12.140 12.240 15.260 15.070 15.220 14.320 14.230
- -----------------------------------------------------------------------------------------------------------------------------------
Total return (%)(d) (1.14) (1.76) (1.53) 17.87 16.98 (4.34)(e) 21.69 20.70
- -----------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses(f) 1.68 2.43 2.43 1.62 2.37 2.39(g) 1.61 2.36
- -----------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss)(f) 0.24 (0.51) (0.51) 0.67 (0.08) (0.42)(g) 0.56 (0.19)
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover 100 100 100 67 67 67 84 84
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets at end of period (000)($) 58,213 57,809 1,171 34,645 26,817 103 36,655 25,482
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Per share data was calculated using average shares outstanding during the
period.
(b) Class C shares were initially offered on August 1, 1997. Per share amounts
reflect activity from that date.
(c) The amount shown for a share outstanding does not correspond with the
aggregate net gain on investments for the period due to the timing of sales
and repurchases of Fund shares in relation to fluctuating market values of
the investments of the Fund.
(d) Total return at net asset value assuming all distributions reinvested and
no initial sales charge or contingent deferred sales charge.
(e) Not annualized.
(f) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
(g) Annualized.
15
<PAGE>
FINANCIAL HIGHLIGHTS
THE FUND
<TABLE>
<CAPTION>
Years ended October 31
1995 1994
Class A Class B Class A Class B
<S> <C> <C> <C> <C>
Net asset value-- Beginning of period $ 13.160 $ 13.110 $ 12.160 $ 12.130
- --------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)(a) 0.102 0.009 0.114 0.019
- --------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) (0.496) (0.489) 1.104 1.097
- --------------------------------------------------------------------------------------------------
Total from Investment Operations (0.394) (0.480) 1.218 1.116
- --------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
Net investment income (0.106) (0.020) (0.118) (0.036)
- --------------------------------------------------------------------------------------------------
In excess of net investment income -- -- -- --
- --------------------------------------------------------------------------------------------------
From net realized gains (0.230) (0.230) (0.100) (0.100)
- --------------------------------------------------------------------------------------------------
Total Distributions Declared to Shareholders (0.336) (0.250) (0.218) (0.136)
- --------------------------------------------------------------------------------------------------
Net asset value-- End of period ($) 12.430 12.380 13.160 13.110
- --------------------------------------------------------------------------------------------------
Total return (%)(b) (2.88) (3.56) 10.14 9.28
- --------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses 1.66(c) 2.41(c) 1.70 2.45
- --------------------------------------------------------------------------------------------------
Net investment income 0.82(c) 0.07(c) 0.90 0.15
- --------------------------------------------------------------------------------------------------
Portfolio turnover 65 65 15 15
- --------------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 31,297 20,931 36,830 22,458
- --------------------------------------------------------------------------------------------------
</TABLE>
(a) Per share data was calculated using average shares outstanding during the
period.
(b) Total return at net asset value assuming all distributions reinvested and
no initial sales charge or contingent deferred sales charge.
(c) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
16
<PAGE>
NOTES
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
17
<PAGE>
NOTES
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
18
<PAGE>
NOTES
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
19
<PAGE>
FOR MORE INFORMATION
- --------------------------------------------------------------------------------
You can get more information about the Fund's investments in the Fund's
semi-annual and annual reports to shareholders. The annual report contains a
discussion of the market conditions and investment strategies that significantly
affected the Fund's performance over its last fiscal year.
You may wish to read the SAI for more information on the Fund and the securities
in which it invests. The SAI is incorporated into this prospectus by reference,
which means that it is considered to be part of this prospectus.
You can get free copies of reports and the SAI, request other information and
discuss your questions about the Fund by writing or calling the Fund's
Distributor at:
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-426-3750
www.libertyfunds.com
Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.
You can review and copy information about the Fund by visiting the following
location, and you can also obtain copies upon payment of a duplicating fee, by
writing or calling the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.
INVESTMENT COMPANY ACT FILE NUMBER:
Colonial Trust III: 811-00881
- - Colonial International Horizons Fund
[LIBERTY LOGO]
COLONIAL-CRABBE HUSON-NEWPORT-STEINROE ADVISOR
Liberty Funds Distributor, Inc. (C) 1999
One Financial Center, Boston MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com
IH-01/643G-0299
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481(a)
(Colonial International Horizons Fund, Class Z)
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Front Cover Page; Back Cover Page
2. The Fund
3. The Fund
4. The Fund
5. Not Applicable
6. Front Cover; Managing the Fund;
Your Account
7. Your Account
8. The Funds; Your Account
9. Financial Highlights
<PAGE>
<PAGE>
================================================================================
COLONIAL INTERNATIONAL HORIZONS FUND PROSPECTUS, MARCH 1, 1999
================================================================================
CLASS Z SHARES
- --------------
Advised by Colonial Management Associates, Inc.
Class Z shares of the Fund may be purchased only by other investment companies
managed by affiliates of the Advisor.
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved any shares offered in this
prospectus or determined whether this prospectus is accurate or complete.
Any representation to the contrary is a criminal offense.
- --------------------------------------
NON FDIC-INSURED MAY LOSE VALUE
NO BANK GUARANTEE
- --------------------------------------
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
THE FUND
- --------------------------------------------------------------------------------
Investment Goals........................2
Primary Investment Strategies...........2
Primary Investment Risks................2
Performance History.....................4
Your Expenses...........................5
YOUR ACCOUNT 6
- --------------------------------------------------------------------------------
How to Buy Shares.......................6
Sales Charges...........................7
How to Exchange Shares.................10
How to Sell Shares.....................10
Distribution and Service Fees..........11
Other Information About Your Account...12
MANAGING THE FUND 14
- --------------------------------------------------------------------------------
Investment Advisor.....................14
Portfolio Managers.....................14
Year 2000 Compliance...................14
FINANCIAL HIGHLIGHTS...................15
- --------------------------------------------------------------------------------
1
<PAGE>
================================================================================
THE FUND COLONIAL INTERNATIONAL HORIZONS FUND
================================================================================
INVESTMENT GOALS
- --------------------------------------------------------------------------------
The Fund seeks preservation of capital purchasing power and long-term growth.
----------------------------------------------------------
INFLATION SENSITIVE COMPANIES
In selecting stocks for the Fund, the advisor will choose
companies in industries and markets which the advisor
believes will react favorably to inflation in the U.S.
economy. Inflation sensitive companies in which the Fund
may invest include companies engaged in the development
and processing of natural resources and companies engaged
in consumer-oriented business.
==========================================================
PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
Under normal market conditions, the Fund invests at least 65% of its total
assets in the equity securities of inflation sensitive companies located outside
of the United States. The Fund's foreign investments may include securities of
companies located in emerging markets countries. The Fund is a non-diversified
mutual fund and, although it generally will not, it may invest more than 5% of
its total assets in the securities of a single issuer.
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit. Taking a temporary defensive
position may prevent the Fund from achieving its investment objective.
In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principle focus of the Fund and therefore are not described in this prospectus.
These types of securities and investment practices are identified and discussed
in the Fund's Statement of Additional Information, which you may obtain by
contacting Liberty Funds Distributor, Inc. (See back cover for address and phone
number). Approval by the Fund's shareholders is not required to modify or change
the Fund's goals or investment strategies.
PRIMARY INVESTMENT RISKS
- --------------------------------------------------------------------------------
The primary risks of investing in the Fund are described below. There are many
circumstances (that are not described here) which would cause you to lose money
by investing in the Fund or prevent the Fund from achieving its goals.
Additionally, as a non-diversified mutual fund, the Fund is allowed to invest a
greater percentage of its total assets in the securities of a single company.
Therefore, the Fund may have an increased risk of loss compared to a similar
diversified mutual fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. The liquidity of foreign securities may be more limited than
domestic securities, which means that the Fund may at times be unable to sell
foreign securities at desirable prices. Fluctuations in currency exchange rates
may impact the value of foreign securities. Brokerage commissions, custodial
fees and other fees are generally higher for foreign investments. In addition,
foreign governments may impose withholding taxes which would reduce the amount
of income available to distribute to shareholders. Other risks
2
<PAGE>
include the following: possible delays in the settlement of transactions; less
publicly available information about companies; the impact of political, social
or diplomatic events; and possible seizure, expropriation or nationalization of
the company or its assets.
Emerging markets are also subject to risk. The risks of foreign investments are
typically increased in less developed and developing countries, which are
sometimes referred to as emerging markets. For example, political and economic
structures in these countries may be new and developing rapidly, which may cause
instability. These countries are also more likely to experience high levels of
inflation, deflation or currency devaluations, which could hurt their economies
and securities markets.
3
<PAGE>
Performance history
The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class A shares. The
performance table following the bar chart shows how the Fund's average annual
returns for Class A shares compare with those of a broad measure of market
performance for one year, five years and the life of the Fund. The chart and
table are intended to illustrate some of the risks of investing in the Fund by
showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance.
----------------------------------------------------------
UNDERSTANDING PERFORMANCE
CALENDAR-YEAR TOTAL RETURN shows the Fund's Class A share
performance for each complete calendar year since it
commenced operations. It includes the effects of Fund
expenses, but not the effects of sales charges. If sales
charges were included, these returns would be lower.
AVERAGE ANNUAL TOTAL RETURN is a measure of the Fund's
performance over the past one-year, five-year or life of
fund periods. It includes the effects of Fund expenses.
The table shows Class A returns with sales charges.
The Fund's return is compared to both the average return
of the funds included in Lipper's, Inc.'s International
Categor (Lipper Average), and the Morgan Stanley Capital
International EAFE (GDP) Index, an unmanaged index that
tracks the performance of international stocks. Unlike the
Fund, an index does not incur fees or charges. It is not
possible to invest directly in an index. Sales charges are
not included in the Lipper Average.
==========================================================
===============================================================================
CALENDAR-YEAR TOTAL RETURNS (CLASS A)
===============================================================================
[BAR CHART OMITTED]
[representation of bar chart]
1993 33.76%
1994 -0.93%
1995 13.06%
1996 20.63%
1997 5.95%
1998 10.56%
Best quarter: 4th quarter 1998, +17.10%
Worst quarter: 3rd quarter 1998, -17.00%
===============================================================================
AVERAGE ANNUAL TOTAL RETURNS--FOR PERIODS ENDED DECEMBER 31, 1998
===============================================================================
SINCE INCEPTION
1 YEAR 5 YEARS (JUNE 8, 1992)
Class A (%) 4.21 8.33 10.22
- -------------------------------------------------------------------------------
Morgan Stanley EAFE (GDP) Index (%) 26.71 11.57 N/A
- -------------------------------------------------------------------------------
Lipper Average (%) 13.02 7.69 N/A
4
<PAGE>
YOUR EXPENSES
- --------------------------------------------------------------------------------
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.
-----------------------------------------------
UNDERSTANDING EXPENSES
SHAREHOLDER FEES are paid directly by
shareholders to the Fund's distributor.
ANNUAL FUND OPERATING EXPENSES are deducted
from the Fund. They include management
fees, brokerage costs, and administrative costs
including pricing and custody services.
EXAMPLE EXPENSES helps you compare the cost of
investing in the Fund to the cost of investing
in other mutual funds. It uses the following
hypothetical conditions:
* $10,000 initial investment
* 5% total return for each year
* Fund operating expenses remain the same
* No expense reductions in effect
===============================================
================================================================================
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
================================================================================
CLASS Z
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 0.00
- ------------------------------------------------------------------ -----------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the
offering price) 0.00
Redemption fee (1) (as a percentage of amount redeemed, if
applicable) None
================================================================================
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM THE FUND ASSETS)
================================================================================
CLASS Z
Management fees (%) 0.75
--------------------------------------------------------------
Distribution and service (12 b-1) fees (%) 0.00
--------------------------------------------------------------
Other expenses (%) 0.68
--------------------------------------------------------------
Total annual fund operating expenses (%) 1.43
================================================================================
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
================================================================================
CLASS 1 YEAR 3 YEARS
Class Z $146 $452
(1) There is a $7.50 charge for wiring sale proceeds to your bank.
5
<PAGE>
YOUR ACCOUNT
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When the Fund receives your
purchase request in "good form," your shares will be bought at the next
calculated public offering price. In "good form" means that you placed your
order with your brokerage firm or your payment has been received and your
application is complete, including all necessary signatures.
================================================================================
OUTLINED BELOW ARE VARIOUS WAYS YOU CAN PURCHASE SHARES:
================================================================================
METHOD INSTRUCTIONS
Through your Your financial advisor can help you establish your account
financial advisor and buy Fund shares on your behalf.
- --------------------------------------------------------------------------------
By check For new accounts, send a completed application and check
(new account) made payable to the Fund to the transfer agent, Liberty
Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
- --------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional
account) (existing investment stub included in your quarterly
statement, or send a letter of instruction including your
Fund name and account number with a check made payable to
the Fund to Liberty Funds Services, Inc., P.O. Box 1722,
Boston, MA 02105-1722.
- --------------------------------------------------------------------------------
By exchange You may acquire shares by exchanging shares you own in one
fund for shares of the same class of the Fund or Class A
of another fund at no additional cost. To exchange by
telephone, call 1-800-422-3737.
- --------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank
account to your fund account. To wire funds to your fund
account, call 1-800-422-3737 to obtain a control number
and the wiring instructions.
- --------------------------------------------------------------------------------
By electronic You may purchase shares by electronically transferring
funds transfer (EFT) money from your bank account to your fund account by
calling 1-800-422-3737. Your money may take up to two
business days to be invested. You must set up this feature
prior to your telephone request. Be sure to complete the
appropriate section of the application.
- --------------------------------------------------------------------------------
Automatic You may make monthly or quarterly investments
investment plan automatically from your bank account to your fund account.
You can select a pre-authorized amount to be sent via EFT.
Be sure to complete the appropriate section of the
application for this feature.
- --------------------------------------------------------------------------------
By dividend You may automatically invest dividends distributed by one
diversification fund into the same class of shares of another fund at no
additional sales charge. To invest your dividends in
another fund, call 1-800-345-6611.
6
<PAGE>
CHOOSING A SHARE CLASS
The Fund offers one class of shares in this prospectus -- CLASS Z. The Fund also
offers three additional classes of shares -- Class A, B and C available through
a separate prospectus. Each share class has its own sales charge and expense
structure. Determining which share class is best for you depends on the dollar
amount you are investing and the number of years for which you are willing to
invest. Based on your personal situation, your investment advisor can help you
decide which class of shares makes the most sense for you.
SALES CHARGES
- --------------------------------------------------------------------------------
Your purchases of Class Z shares generally are at net asset value and are not
subject to an initial sales charge when you purchase, or a contingent deferred
sales charge when you sell, shares of the Fund. Class Z shares of the Fund may
be purchased only by other investment companies managed by affiliates of the
Advisor.
HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
You may exchange your shares for shares of the same share class of another fund
or Class A shares of another fund distributed by LFD at NAV. Unless your account
is part of a tax-deferred retirement plan, an exchange is a taxable event.
Therefore, you may realize a gain or a loss for tax purposes. The Fund may
terminate your exchange privilege if the advisor determines that your exchange
activity is likely to adversely impact the advisor's ability to manage the Fund.
To exchange by telephone, call 1-800-422-3737.
HOW TO SELL SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you determine if and when you should sell your
shares. You may sell shares of the Fund on any regular business day that the New
York Stock Exchange (NYSE) is open.
When the Fund receives your sales request in "good form," shares will be sold at
the next calculated price. In "good form" means that money used to purchase your
shares is fully collected. When selling shares by letter of instruction, "good
form" means (i) your letter has complete instructions, the proper signatures and
signature guarantees, (ii) you have included any certificates for shares to be
sold and (iii) any other required documents are attached. For additional
documents required for sales by corporations, agents, fiduciaries and surviving
joint owners, please call 1-800-345-6611. Retirement Plan accounts have special
requirements, please call 1-800-799-7526 for more information.
The Fund will generally send proceeds from the sale to you within seven days.
However, if you purchased your shares by check, the Fund may delay sending the
proceeds for up to 15 days after your initial purchase to protect against checks
that are returned.
7
<PAGE>
================================================================================
OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR SELLING SHARES:
================================================================================
METHOD INSTRUCTIONS
Through your You may call your financial advisor to place your sell
financial advisor order. To receive the current trading day's price, your
financial advisor firm must receive your request prior to
the close of the NYSE, usually 4:00 p.m. Eastern time.
- -------------------------------------------------------------------------------
By exchange You or your financial advisor may sell shares by
exchanging from the Fund into Class Z shares or Class A
shares of another fund at no additional cost. To exchange
by telephone, call 1-800-422-3737.
- -------------------------------------------------------------------------------
By telephone You or your financial advisor may sell shares by telephone
and request that a check be sent to your address of record
by calling 1-800-422-3737. The dollar limit for telephone
sales is $100,000 in a 30-day period. You do not need to
set up this feature in advance of your call.
- -------------------------------------------------------------------------------
By mail You may send a signed letter of instruction (LOI) or stock
power form along with any certificates to be sold to the
address below. In your LOI, note your fund's name, share
class, account number, and the dollar value or number of
shares you wish to sell. All account owners must sign the
letter, and signatures must be guaranteed by either a
bank, a member firm of a national stock exchange or
another eligible guarantor institution. Additional
documentation is required for sales by corporations,
agents, fiduciaries, surviving joint owners and individual
retirement account (IRA) owners. For details, call
1-800-345-6611.
Mail your LOI to Liberty Funds Services, Inc., P.O. Box
1722, Boston, MA 02105-1722.
- -------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be wired
to your bank. You must set up this feature prior to your
telephone request. Be sure to complete the appropriate
section of the account application for this feature.
- -------------------------------------------------------------------------------
By electronic You may sell shares and request that the proceeds be
funds transfer electronically transferred to your bank. Proceeds may take
up to two business days to be received by your bank. You
must set up this feature prior to your request. Be sure to
complete the appropriate section of the account
application for this feature.
8
<PAGE>
OTHER INFORMATION ABOUT YOUR ACCOUNT
- --------------------------------------------------------------------------------
HOW THE FUND'S SHARE PRICE IS DETERMINED The price of the Fund's Class Z
shares is based on its NAV. The NAV is determined at the close of the NYSE,
usually 4:00 p.m. Eastern time, on each business day that the NYSE is open
(typically Monday through Friday).
When you request a transaction, it will be processed at the NAV next determined
after your request is received in good form by LFD. In most cases, in order to
receive that day's price, LFD must receive your order before that day's
transactions are processed. If you request a transaction through your financial
advisor's firm, the firm must receive your order by the close of trading on the
NYSE to receive that day's price.
The Fund determines its NAV for its Class Z shares by dividing its total net
assets by the number of shares outstanding. In determining the NAV, the Fund
must determine the price of each security in its portfolio at the close of each
trading day. Securities for which market quotations are available are valued
each day at the current market value. However, where market quotations are
unavailable, or when the advisor believes that subsequent events have made them
unreliable, the Fund may use other data to determine the fair value of the
securities.
You can find the daily price of many share classes of the Fund in most major
daily newspapers. You can find daily prices for all share classes by visiting
the Fund's web site at www.libertyfunds.com.
ACCOUNT FEES If your account value falls below $1,000 (other than as a result of
depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Fund's transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring the
value above $1,000 prior to the fee date, the fee will not be deducted.
SHARE CERTIFICATES Share certificates are not available for Class Z shares.
9
<PAGE>
DIVIDENDS, DISTRIBUTIONS, AND TAXES The Fund has the potential to make the
following distributions:
================================================================================
TYPES OF DISTRIBUTIONS
================================================================================
Dividend/Ordinary Represents interest and dividends earned from securities
income held by the Fund.
- --------------------------------------------------------------------------------
Capital gains Represents capital gains on sales of securities.
----------------------------------------------------------
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The
Fund also may experience capital gains and losses on sales
of its securities. The Fund distributes substantially all
of its net investment income and capital gains to
shareholders. As a shareholder, you are entitled to a
portion of the Fund's income and capital gains based on
the number of shares you own at the time these
distributions are declared.
==========================================================
DISTRIBUTION OPTIONS The Fund distributes any dividends semi-annually and
capital gains at least annually. You can choose one of the following options for
these distributions when you open your account.(1) To change your distribution
option call 1-800-345-6611.
================================================================================
DISTRIBUTION OPTIONS
================================================================================
Reinvest all distributions in additional shares of your current fund
-------------------------------------------------------------------------------
Reinvest all distributions in shares of another fund
-------------------------------------------------------------------------------
Receive dividends in cash and reinvest capital gains(2)
-------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(2)
o send the check to your address of record
o send the check to a third party address
o transfer the money to your bank via electronic funds transfer (EFT)
TAX CONSEQUENCES Regardless of whether you receive your distributions in cash or
reinvest them in additional Fund shares, all Fund distributions are subject to
federal income tax. Depending on the state where you live, distributions may
also be subject to state and local income taxes.
In general, any dividends and short-term capital gains distributions are taxable
as ordinary income. Distributions of other long-term capital gains are generally
taxable as capital gains. You will be provided each year regarding the amount of
ordinary income and capital gains distributed to you for the previous year and
any portion of your distribution which are exempt from state and local taxes.
Your investment in the Fund may have additional personal tax implications.
Please consult your tax advisor on state, local or other applicable tax laws.
In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund. Such transactions may be subject to federal income tax.
(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of the Fund.
(2) Distributions of $10 or less will automatically be reinvested in additional
Fund shares. If you elect to receive distributions by check and the check is
returned as undeliverable, or if you do not cash a distribution check within six
months of the check date, the distribution will be reinvested in additional
shares of the Fund.
10
<PAGE>
MANAGING THE FUND
INVESTMENT ADVISOR
- --------------------------------------------------------------------------------
Colonial Management Associates, Inc. (Colonial) located at One Financial Center,
Boston, MA 02111-2621, is the Fund's investment advisor. In its duties as
investment advisor, Colonial runs the Fund's day-to day business, including
placing all orders for the purchase and sale of the Fund's portfolio securities.
Colonial has been an investment advisor since 1931. As of January 31, 1999,
Colonial managed over $17 billion in assets.
Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory business of its affiliate, Stein Roe
& Farnham Incorporated (Stein Roe), by a combined management team of employees
from both companies. Stein Roe also shares personnel, facilities and systems
with Colonial that may be used in providing administrative services to the Fund.
Both Colonial and Stein Roe are subsidiaries of Liberty Financial Companies,
Inc.
For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.75% of average daily net assets of the Fund.
Colonial can use the services of AlphaTrade Inc., an affiliated broker-dealer,
when buying or selling equity securities for the Fund's portfolio, pursuant to
procedures adopted by the Board of Trustees.
PORTFOLIO MANAGERS
- --------------------------------------------------------------------------------
GITA RAO, a vice president of Colonial, co-manages the Fund. Ms. Rao has managed
various other Colonial funds since 1995. Prior to joining Colonial, she was a
global equity research analyst at Fidelity Management & Research Company from
1994 to 1995 and a vice president in the domestic equity research group at
Kidder, Peabody and Company from 1991 to 1994.
NICHOLAS GHAJAR, an assistant vice president of Colonial, co-manages the Fund.
Mr. Ghajar has been either as an associate portfolio manager or an equity
analyst of various equity funds since 1989.
YEAR 2000 COMPLIANCE
- --------------------------------------------------------------------------------
Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's advisor,
distributor and transfer agent (Liberty Companies) are taking steps that they
believe are reasonably designed to address the Year 2000 Problem, including
communicating with vendors who furnish services, software and systems to the
Fund, to provide that date-related information and data can be properly
processed after January 1, 2000. Many Fund service providers and vendors,
including the Liberty Companies, are in the process of making Year 2000
modifications to their software and systems and believe that such modifications
will be completed on a timely basis prior to January 1, 2000. However, no
assurances can be given that all modifications required to
11
<PAGE>
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.
12
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last five fiscal
years, which run from November 1 to October 31. Certain information reflects
financial results for a single fund share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report along with the Fund's financial statements are
included in the Fund's annual report. You can request a free annual report by
calling 1-800-426-3750. As of October 31, 1998, no Class Z shares had been
issued.
================================================================================
THE FUND
================================================================================
<TABLE>
<CAPTION>
Year ended October 31
1998 1997 1996
Class A Class B Class C Class A Class B Class C(b) Class A Class B
Net asset value--
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of period $15.260 $15.070 $15.220 $14.320 $14.230 $15.910 $12.430 $12.380
------- ------- ------- ------- ------- ------- ------- -------
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)(a) 0.032 (0.062) (0.061) 0.098 (0.011) (0.017) 0.075 (0.026)
- ------------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized
gain (loss) (0.222) (0.208) (0.181) 2.296 2.275 (0.673)(c) 2.525 2.506
------- ------- ------- ------- ------- ------- ------- -------
- ------------------------------------------------------------------------------------------------------------------------------------
Total from Investment
Operations (0.190) (0.270) (0.242) 2.394 2.264 (0.690) 2.600 2.480
------- ------- ------- ------- ------- ------- ------- -------
- ------------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS:
Net investment income (0.074) -- (0.039) (0.030) -- -- (0.080) --
- ------------------------------------------------------------------------------------------------------------------------------------
In excess of net investment
income (0.076) -- (0.039) -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
From net realized gains (2.660) (2.660) (2.660) (1.424) (1.424) -- (0.630) (0.630)
------- ------- ------- ------- ------- ------- ------- -------
- ------------------------------------------------------------------------------------------------------------------------------------
Total Distributions
Declared to Shareholders (2.810) (2.660) (2.738) (1.454) (1.424) -- (0.710) (0.630)
------- ------- ------- ------- ------- ------- ------- -------
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value--
End of period ($)_ 12.260 12.140 12.240 15.260 15.070 15.220 14.320 14.230
======= ======= ======= ======= ======= ======= ======= =======
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%)(d) (1.14) (1.76) (1.53) 17.87 16.98 (4.34)(e) 21.69 20.70
======= ======= ======= ======= ======= ======= ======= =======
- ------------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS(%):
Expenses(f) 1.68 2.43 2.43 1.62 2.37 2.39 (g) 1.61 2.36
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income
(loss)(f) 0.24 (0.51) (0.51) 0.67 (0.08) (0.42) (g) 0.56 (0.19)
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover 100 100 100 67 67 67 84 84
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets at end of period (000)($) 58,213 57,809 1,171 34,645 26,817 103 36,655 25,482
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Per share data was calculated using average shares outstanding during the
period.
(b) Class C shares were initially offered on August 1, 1997. Per share amounts
reflect activity from that date.
(c) The amount shown for a share outstanding does not correspond with the
aggregate net gain on investments for the period due to the timing of sales
and repurchases of Fund shares in relation to fluctuating market values of
the investments of the Fund.
(d) Total return at net asset value assuming all distributions reinvested and no
initial sales charge or contingent deferred sales charge.
(e) Not annualized.
(f) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
(g) Annualized.
13
<PAGE>
================================================================================
THE FUND
================================================================================
<TABLE>
<CAPTION>
Year ended October 31
1995 1994
Class A Class B Class A Class B
Net asset value--
<S> <C> <C> <C> <C>
Beginning of period $13.160 $13.110 $12.160 $12.130
------- ------- ------- -------
------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income
(loss) (a) 0.102 0.009 0.114 0.019
------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized
gain (loss) (0.496) (0.489) 1.104 1.097
------- ------- ------- -------
------------------------------------------------------------------------------------------------------------------------
Total from Investment
Operations (0.394) (0.480) 1.218 1.116
------- ------- ------- -------
------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS
Net investment income (0.106) (0.020) (0.118) (0.036)
------------------------------------------------------------------------------------------------------------------------
In excess of net investment
income -- -- -- --
------------------------------------------------------------------------------------------------------------------------
From net realized gains (0.230) (0.230) (0.100) (0.100)
------- ------- ------- -------
------------------------------------------------------------------------------------------------------------------------
Total Distributions
Declared to Shareholders (0.336) (0.250) (0.218) (0.136)
------- ------- ------- -------
------------------------------------------------------------------------------------------------------------------------
Net asset value--
End of period ($) 12.430 12.380 13.160 13.110
------- ------- ------- -------
------------------------------------------------------------------------------------------------------------------------
Total return (%)(b) (2.88) (3.56) 10.14 9.28
------- ------- ------- -------
------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
Expenses 1.66(c) 2.41(c) 1.70 2.45
------------------------------------------------------------------------------------------------------------------------
Net investment income 0.82(c) 0.07(c) 0.90 0.15
------------------------------------------------------------------------------------------------------------------------
Portfolio turnover 65 65 15 15
------------------------------------------------------------------------------------------------------------------------
Net assets at end of period
(000)($) 31,297 20,931 36,830 22,458
------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Per share data was calculated using average shares outstanding during the
period.
(b) Total return at net asset value assuming all distributions reinvested and no
initial sales charge or contingent deferred sales charge.
(c) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
14
<PAGE>
================================================================================
NOTES
================================================================================
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
16
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
17
<PAGE>
FOR MORE INFORMATION
- --------------------------------------------------------------------------------
You can get more information about the Fund's investments in the Fund's
semi-annual and annual reports to shareholders. The annual report contains a
discussion of the market conditions and investment strategies that significantly
affected the Fund's performance over its last fiscal year.
You may wish to read the SAI for more information on the Fund and the securities
in which it invests. The SAI is incorporated into this prospectus by reference,
which means that it is considered to be part of this prospectus.
You can get free copies of reports and the SAI, request other information and
discuss your questions about the Fund by writing or calling the Fund's
Distributor at:
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-426-3750
www.libertyfunds.com
Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.
You can review and copy information about the Fund by visiting the following
location, and you can obtain copies upon payment of a duplicating fee, by
writing or calling the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.
INVESTMENT COMPANY ACT FILE NUMBER:
Colonial Trust III: 811-00881
* Colonial International Horizons Fund
LIBERTY
COLONIAL * CRABBE HUSON * NEWPORT * STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (C)1999
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481(a)
(Colonial Global Equity Fund)
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Front Cover Page; Back Cover Page
2. The Fund; Other Investment Strategies
and Risks
3. The Fund
4. The Fund
5. Not Applicable
6. Front Cover; Managing the Fund;
Your Account
7. Your Account
8. The Fund; Your Account
9. Financial Highlights
<PAGE>
COLONIAL GLOBAL EQUITY FUND PROSPECTUS, MARCH 1, 1999
Advised by Colonial Management Associates, Inc.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
THE FUND 2
- --------------------------------------------
Investment Goals ....................... 2
Primary Investment Strategies .......... 2
Primary Investment Risks ............... 2
Performance History .................... 3
Your Expenses .......................... 4
YOUR ACCOUNT 5
- --------------------------------------------
How to Buy Shares ...................... 5
Sales Charges .......................... 6
How to Exchange Shares ................. 8
How to Sell Shares ..................... 8
Distribution and Service Fees .......... 9
Other Information About Your Account ... 10
MANAGING THE FUND 12
- --------------------------------------------
Investment Advisor ..................... 12
Portfolio Managers ..................... 12
Year 2000 Compliance ................... 12
FINANCIAL HIGHLIGHTS 13
- --------------------------------------------
</TABLE>
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved any shares offered in this
prospectus or determined whether this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
MAY LOSE VALUE
NOT FDIC-INSURED NO BANK GUARANTEE
<PAGE>
THE FUND COLONIAL GLOBAL EQUITY FUND
INVESTMENT GOALS
- --------------------------------------------------------------------------------
The Fund seeks long-term growth by investing primarily in global equities.
PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
Under normal market conditions, the Fund invests at least 65% of its total
assets in U.S. and foreign equity securities, and generally expects to invest
primarily in equity securities. The Fund may invest in the debt or equity
securities of companies and governments of any nation, but will generally be
invested in the equity securities of issuers in at least three countries
including the U.S.
The Fund will invest in shares of other investment companies. Investments in
investment companies involves payment of duplicate fees because the Fund, as a
shareholder, will indirectly pay a portion of the other investment company's
expenses.
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit. Taking a temporary defensive
position may prevent the Fund from achieving its investment objective.
In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principle focus of the Fund and therefore are not described in this prospectus.
These types of securities and investment practices are identified and discussed
in the Fund's Statement of Additional Information (SAI), which you may obtain by
contacting Liberty Funds Distributor, Inc. (See back cover for address and phone
number).
Approval by the Fund's shareholders is not required to modify or change the
Fund's goals, or investment strategies.
PRIMARY INVESTMENT RISKS
- --------------------------------------------------------------------------------
The primary risks of investing in the Fund are described below. There are many
circumstances that are not described here which could cause you to lose money by
investing in the Fund or prevent the Fund from achieving its goals.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. The liquidity of foreign securities may be more limited
than domestic securities, which means that the Fund may at times be unable to
sell foreign securities at desirable prices. Fluctuations in currency exchange
rates may impact the value of foreign securities. Brokerage commissions,
custodial fees and other fees are generally higher for foreign investments. In
addition, foreign governments may impose withholding taxes which would reduce
the amount of income available to distribute to shareholders. Other risks
include the following: possible delays in the settlement of transactions; less
publicly available information about companies; the impact of political, social
or diplomatic events; and possible seizure, expropriation or nationalization of
the company or its assets.
2
<PAGE>
THE FUND COLONIAL GLOBAL EQUITY FUND
PERFORMANCE HISTORY
- --------------------------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class A Shares. The
performance table following the bar chart shows how the Fund's average annual
returns for all share classes compared with those of a broad measure of market
performance for 1 year, 5 years and the life of the Fund. The chart and table
are intended to illustrate some of the risks of investing in the Fund by showing
the changes in the Fund's performance. All returns include the reinvestment of
dividends and distributions. As with all mutual funds, past performance does not
predict the Fund's future performance. Performance results include the effect
of any expense reduction arrangements. If these arrangements were not in place,
then the performance results would have been lower. Any reduction arrangements
may be discontinued at any time.
CALENDAR-YEAR TOTAL RETURN (CLASS A)
[BAR CHART]
<TABLE>
<S> <C>
1989
1990
1991
1992
1993 35.20%
1994 -1.62%
1995 16.45%
1996 19.03%
1997 14.55%
1998 17.12%
</TABLE>
BEST QUARTER: 4th quarter 1998 +17.77%
WORST QUARTER: 3rd quarter 1998 -14.74%
UNDERSTANDING PERFORMANCE
CALENDAR-YEAR TOTAL RETURNS shows the Fund's Class A share performance for each
complete calendar year since it commenced operations. It includes the effects of
Fund expenses, but not the effects of sales charges. If sales charges were
included, these returns would be lower.
AVERAGE ANNUAL TOTAL RETURN is a measure of the Fund's performance over the past
one-, five- (and the life of fund) periods. It includes the effects of Fund
expenses. The table shows each class's returns with sales charges.
The Fund's return is compared both to the Morgan Stanley Capital International
World (GDP) Index, an unmanaged index that tracks the performance of global
stocks, and the average return of the funds included in Lipper, Inc. Global Fund
Average. Unlike the Fund, the index does not incur fees or charges. It is not
possible to invest in the index. Sales charges are not reflected in the Lipper
Average.
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR 5 YEARS JUNE 8, 1992
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A (%) 10.38 11.51 13.03
Class B (%) 11.22 11.66 13.14
Class C (%) 15.17 11.93(1) 13.15(1)
MSCI World GDP Index (%) 27.11 15.94 N/A
Lipper Average (%) 14.34 11.98 N/A
</TABLE>
(1) Class C shares (newer class of shares) performance information includes
returns of the Fund's Class B Shares (the oldest existing fund class) for
periods prior to the inception of the newer class shares. These Class B
share returns are not restated to reflect any differences in expenses
(like Rule 12b-1 fees) between Class B shares and newer class shares.
3
<PAGE>
YOUR EXPENSES
- --------------------------------------------------------------------------------
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.
UNDERSTANDING EXPENSES
SHAREHOLDER FEES are paid directly by shareholders to the Fund's distributor.
ANNUAL FUND OPERATING EXPENSES are deducted from the Fund. They include
management fees, 12b-1 fees, brokerage costs and administrative costs, including
pricing and custody services.
EXAMPLE EXPENSES helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain the same
- - No expense reductions in effect
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 5.75 0.00 0.00
- ---------------------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the offering price) 1.00(2) 5.00 1.00
- ---------------------------------------------------------------------------------------
Redemption Fee(1) (as a percentage of None None None
amount redeemed, if applicable)
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management fee(3) (%) 0.95 0.95 0.95
- --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
- --------------------------------------------------------------------------------
Other expenses(3) (%) 0.55 0.55 0.55
- --------------------------------------------------------------------------------
Total annual fund operating expenses(4) (%) 1.75 2.50 2.50
</TABLE>
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class A $ 743 $1,096 $1,471 $2,523
- --------------------------------------------------------------------------------
Class B: did not sell your shares $ 254 $ 780 $1,333 $2,656
sold all your shares at
the end of the period $ 754 $1,080 $1,533 $2,656
- --------------------------------------------------------------------------------
Class C: did not sell your shares $ 254 $ 780 $1,333 $2,840
sold all your shares at
the end of the period $ 354 $ 780 $1,333 $2,840
</TABLE>
(1) There is a $7.50 charge for wiring sale proceeds to your bank.
(2) This charge applies only to purchases of $1 million to $5 million if
shares obtained through those purchases are redeemed within 18 months
after purchase.
(3) The Fund's advisor voluntarily waived a portion of the advisory fee. As a
result, the actual management fee was 0.85%, and total annual operating
expenses were 1.65% for Class A shares and 2.40% for Classes B and C.
4
<PAGE>
YOUR ACCOUNT
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When the Fund receives your
purchase request in "good form," your shares will be bought at the next
calculated public offering price. In "good form" means that you placed your
order with your brokerage firm or your payment has been received and your
application is complete, including all necessary signatures.
INVESTMENT MINIMUMS(1)
<TABLE>
<S> <C>
Initial Investment................... $1,000
Subsequent Investments............... $ 50
Automatic Purchase Plans............. $ 50
Retirement Plans..................... $ 25
</TABLE>
OUTLINED BELOW ARE VARIOUS WAYS YOU CAN PURCHASE SHARES:
METHOD INSTRUCTIONS
Through your Your financial advisor can help you establish your
financial advisor account and buy Fund shares on your behalf.
- --------------------------------------------------------------------------------
By check For new accounts, send a completed application and check
(new account) made payable to the Fund to the transfer agent, Liberty
Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
- --------------------------------------------------------------------------------
By check For existing accounts, fill out and return the
(existing account) additional investment stub included in your quarterly
statement, or send a letter of instruction including
your Fund name and account number with a check made
payable to the Fund to Liberty Funds Services, Inc.,
P.O. Box 1722, Boston, MA 02105-1722.
- --------------------------------------------------------------------------------
By exchange You may acquire shares by exchanging shares you own in
our fund for shares of the same share class of the Fund
at no additional cost. To exchange by telephone, call
1-800-422-3737.
- --------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank
account to your fund account. To wire funds to your fund
account, call 1-800-422-3737 to obtain a control number
and the wiring instructions.
- --------------------------------------------------------------------------------
By electronic funds You may purchase shares by electronically transferring
transfer (EFT) money from your bank account to your fund account by
calling 1-800-422-3737. Your money may take up to two
business days to be invested. You must set up this
feature prior to your telephone request. Be sure to
complete the appropriate section of the application.
- --------------------------------------------------------------------------------
Automatic You may make monthly or quarterly investments
investment plan automatically from your bank account to your fund
account. You can select a pre-authorized amount to be
sent via EFT. Be sure to complete the appropriate
section of the application for this feature.
- --------------------------------------------------------------------------------
By dividend You may automatically invest dividends distributed by
diversification one fund into the same class of shares of another fund
at no additional sales charge. To invest your dividends
in another fund, call 1-800-345-6611.
(1) The Fund reserves the right to change the investment minimums. The Fund
also reserves the right to refuse a purchase order for any reason,
including if it believes that doing so would be in the best interest of
the Fund and its shareholders.
5
<PAGE>
YOUR ACCOUNT
SALES CHARGES
- --------------------------------------------------------------------------------
You may be subject to an initial sales charge when you purchase, or a contingent
deferred sales charge (CDSC) when you sell, shares of the Fund. These sales
charges are described below. In certain circumstances these sales charges are
waived, as described below and in the SAI.
CLASS A SHARES Your purchases of Class A shares generally are at the Public
Offering Price (POP). This price includes a sales charge that is based on the
amount of your initial investment when you open your account. The sales charge
you pay on additional investments is based on the total amount of your purchase
and the current value of your account. The amount of the sales charge differs
depending on the amount you invest as shown in the table below. The table below
also show the commission paid to the financial advisor firm on sales of Class A
shares.
CHOOSING A SHARE CLASS
The Fund offers three classes of shares in this prospectus -- CLASS A, B and C.
Each share class has its own sales charge and expense structure. Determining
which share class is best for you depends on the dollar amount you are investing
and the number of years for which you are willing to invest. Purchases of more
than $250,000 but less than $1 million can be made only in Class A or Class C
shares. Purchases of $1 million or more are automatically invested in Class A
shares. Based on your personal situation, your investment advisor can help you
decide which class of shares makes the most sense for you.
THE FUND
<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE (POP) INVESTMENT ADVISOR FIRM
<S> <C> <C> <C>
Less than $50,000 5.75 6.10 5.00
- --------------------------------------------------------------------------------
$50,000 to less than $100,000 4.50 4.71 3.75
- --------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50 3.63 2.75
- --------------------------------------------------------------------------------
$250,000 to less than $500,000 2.50 2.56 2.00
- --------------------------------------------------------------------------------
$500,000 to less than $1,000,000 2.00 2.04 1.75
- --------------------------------------------------------------------------------
$1,000,000 or more(1) 0.00 0.00 0.00
- --------------------------------------------------------------------------------
</TABLE>
CLASS A SHARES For Class A share purchases of $1 million or more, financial
advisors receive a commission from the Fund's distributor, Liberty Funds
Distributor, Inc. (LFD), as follows:
PURCHASES OVER $1 MILLION
<TABLE>
<CAPTION>
AMOUNT PURCHASED COMMISSION %
<S> <C>
First $3 million 1.00
- --------------------------------------------------------------------------------
Next $2 million 0.50
- --------------------------------------------------------------------------------
Over $5 million 0.25(2)
</TABLE>
(1) Redemptions from Class A share accounts with shares valued between $1
million and $5 million may be subject to a CDSC. Class A share purchases
that bring your account value above $1 million are subject to a 1% CDSC if
redeemed within 18 months of their purchase date. The 18-month period
begins on the first day of the month following each purchase.
(2) Paid over 12 months but only to the extent the shares remain outstanding.
6
<PAGE>
YOUR ACCOUNT
UNDERSTANDING CONTINGENT DEFERRED SALES CHARGES(CDSC)
Certain investments in Class A, B and C shares are subject to a CDSC. You will
pay the CDSC only on shares you sell within a certain amount of time after
purchase. The CDSC generally declines each year until there is no charge for
selling shares. The CDSC is applied to the NAV at the time of purchase or sale,
whichever is lower. For purposes of calculating a CDSC, the start of the holding
period is the month-end of the month in which the purchase is made. Shares you
purchase with reinvested dividends or capital gains are not subject to a CDSC.
When you place an order to sell shares, the Fund will automatically sell first
those shares not subject to a CDSC and then those you have held the longest.
This policy helps reduce and possibly eliminate the potential impact of the
CDSC.
REDUCED SALES CHARGES FOR LARGER INVESTMENTS There are two ways for you to pay a
lower sales charge when purchasing Class A shares. The first is through Rights
of Accumulation. If the combined value of the Fund accounts maintained by you,
your spouse or your minor children reaches a discount level (according to the
chart on the previous page), your next purchase will receive the lower sales
charge. The second is by signing a Statement of Intent within 90 days of your
purchase. By doing so, you would be able to pay the lower sales charge on all
purchases by agreeing to invest a total of at least $50,000 within 13 months. If
your Statement of Intent purchases are not completed within 13 months, you will
be charged the applicable sales charge. In addition, certain investors may
purchase shares at a reduced sales charge or net asset value (NAV), which is the
value of a fund share excluding any sales charge. See the SAI for a description
of these situations.
CLASS B SHARES Your purchases of Class B shares are at the Fund's NAV. Class B
shares have no front-end sales charge, but carry a CDSC, or back-end charge,
that is imposed only on shares sold prior to the completion of the periods shown
in the chart below. The CDSC generally declines each year and eventually
disappears over time. Class B shares automatically convert to Class A shares
after eight years. LFD pays the financial advisor firm an upfront commission of
5.00% on sales of Class B shares.
THE FUND
<TABLE>
<CAPTION>
% DEDUCTED WHEN
HOLDING PERIOD AFTER PURCHASE SHARES ARE SOLD
<S> <C>
Through first year 5.00
- --------------------------------------------------------------------------------
Through second year 4.00
- --------------------------------------------------------------------------------
Through third year 3.00
- --------------------------------------------------------------------------------
Through fourth year 3.00
- --------------------------------------------------------------------------------
Through fifth year 2.00
- --------------------------------------------------------------------------------
Through sixth year 1.00
- --------------------------------------------------------------------------------
Longer than six years 0.00
</TABLE>
CLASS C SHARES Similar to Class B shares, your purchases of Class C shares are
at the Fund's NAV. Although Class C shares have no front-end sales charge, they
carry a CDSC of 1% that is applied to shares sold within the first year after
they are purchased. After holding shares for one year, you may sell them at any
time without paying a CDSC. LFD pays the financial advisor firm an upfront
commission of 1.00% on sales of Class C shares.
THE FUND
<TABLE>
<CAPTION>
YEARS AFTER PURCHASE % DEDUCTED WHEN SHARES ARE SOLD
<S> <C>
Through first year 1.00
- --------------------------------------------------------------------------------
Longer than one year 0.00
</TABLE>
7
<PAGE>
YOUR ACCOUNT
HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
You may exchange your shares for shares of the same share class of another fund
distributed by LFD at NAV. If your shares are subject to a CDSC, you will not be
charged a CDSC upon the exchange. However, when you sell the shares acquired
through the exchange, the shares sold may be subject to a CDSC, depending upon
when you originally purchased the shares you exchanged. For purposes of
computing the CDSC, the length of time you have owned your shares will be
computed from the date of your original purchase and the applicable CDSC will be
the CDSC of the original fund. Unless your account is part of a tax-deferred
retirement plan, an exchange is a taxable event. Therefore, you may realize a
gain or a loss for tax purposes. The Fund may terminate your exchange privilege
if the advisor determines that your exchange activity is likely to adversely
impact the advisor's ability to manage the Fund. To exchange by telephone, call
1-800-422-3737.
HOW TO SELL SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you determine if and when you should sell your
shares. You may sell shares of the Fund on any regular business day that the New
York Stock Exchange (NYSE) is open.
When the Fund receives your sales request in "good form," shares will be sold at
the next calculated price. In "good form" means that money used to purchase your
shares is fully collected. When selling shares by letter of instruction, "good
form" means (i) your letter has complete instructions, the proper signatures and
signature guarantees, (ii) you have included any certificates for shares to be
sold and (iii) any other required documents are attached. For additional
documents required for sales by corporations agents, fiduciaries and surviving
joint owners, please call 1-800-345-6611. Retirement Plan accounts have special
requirements, please call 1-800-799-7526 for more information.
The Fund will generally send proceeds from the sale to you within seven days.
However, if you purchased your shares by check, the Fund may delay sending the
proceeds for up to 15 days after your initial purchase to protect against checks
that are returned.
8
<PAGE>
YOUR ACCOUNT
OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR SELLING SHARES:
METHOD INSTRUCTIONS
Through your You may call your financial advisor to place your sell
financial advisor order. To receive the current trading day's price, your
financial advisor firm must receive your request prior
to the close of the NYSE, usually 4:00 p.m. Eastern
time.
- --------------------------------------------------------------------------------
By exchange You or your Financial Advisor may sell shares by
exchanging from the Fund into the same share class of
another fund at no additional cost. To exchange by
telephone, call 1-800-422-3737.
- --------------------------------------------------------------------------------
By telephone You may or your Financial Advisor sell shares by
telephone and request that a check be sent to your
address of record by calling 1-800-422-3737. The dollar
limit for telephone sales is $100,000 in a 30-day
period. You do not need to set up this feature in
advance of your call.
- --------------------------------------------------------------------------------
By mail Your may send a signed letter of instruction (LOI) or
stock power form along with any certificates to be sold
to the address below. In your LOI, note your fund's
name, share class, account number, and the dollar value
or number of shares you wish to sell. All account owners
must sign the letter, and signatures must be guaranteed
by either a bank, a member firm of a national stock
exchange or another eligible guarantor institution.
Additional documentation is required for sales by
corporations, agents, fiduciaries, surviving joint
owners and individual retirement account (IRA) owners.
For details, call 1-800-345-6611.
Mail your LOI to Liberty Funds Services, Inc., P.O. Box
1722, Boston, MA 02105-1722.
- --------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be
wired to your bank. You must set up this feature prior
to your telephone request. Be sure to complete the
appropriate section of the account application for this
feature.
- --------------------------------------------------------------------------------
By EFT You may sell shares and request that the proceeds be
electronically transferred to your bank. Proceeds may
take up to two business days to be received by your
bank. You must set up this feature prior to your
request. Be sure to complete the appropriate section of
the account application for this feature.
DISTRIBUTION AND SERVICE FEES
- --------------------------------------------------------------------------------
The Fund has adopted a plan under Rule 12b-1 that permits it to pay marketing
and other fees to support the sale and distribution of Class A, B and C shares
and the services provided to you by your financial advisor. These annual
distribution and service fees may equal up to 0.25% for Class A shares and 1.00%
for each of Class B and Class C shares and are paid out of the assets of these
classes. Over time, these fees will increase the cost of your shares and may
cost you more than paying other types of sales charges.(1)
(1) Class B shares automatically convert to Class A after eight years,
eliminating the distribution fee.
9
<PAGE>
YOUR ACCOUNT
OTHER INFORMATION ABOUT YOUR ACCOUNT
- --------------------------------------------------------------------------------
HOW THE FUND'S SHARE PRICE IS DETERMINED The price of each class of the Fund's
shares is based on its NAV. The NAV is determined at the close of the NYSE,
usually 4:00 p.m. Eastern time, on each business day that the NYSE is open
(typically Monday through Friday).
When you request a transaction, it will be processed at the NAV (plus any
applicable sales charges) next determined after your request is received in good
form by LFD. In most cases, in order to receive that day's price, LFD must
receive your order before that day's transactions are processed. If you request
a transaction through your financial advisor's firm, the firm must receive your
order by the close of trading on the NYSE to receive that day's price.
The Fund determines its NAV for each share class by dividing its total net
assets by the number of shares outstanding. In determining the NAV, the Fund
must determine the price of each security in its portfolio at the close of each
trading day. Securities for which market quotations are available are valued
each day at the current market value. However, where market quotations are
unavailable, or when the advisor believes that subsequent events have made them
unreliable, the Fund may use other data to determine the fair value of the
securities.
You can find the daily prices of many share classes for the Fund in most major
daily newspapers. You can find daily prices for all share classes by visiting
the Fund's web site at www.libertyfunds.com.
ACCOUNT FEES If your account value falls below $1,000 (other than as a result of
depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Fund's transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring the
value above $1,000 prior to the fee date, the fee will not be deducted.
SHARE CERTIFICATES Share certificates are not available for Class B and C
shares. Certificates will be issued for Class A shares only if requested. If you
decide to hold share certificates, you will not be able to sell your shares
until you have endorsed your certificates and returned them to LFD.
10
<PAGE>
YOUR ACCOUNT
DIVIDENDS, DISTRIBUTION AND TAXES The Fund has the potential to make the
following distributions:
TYPES OF DISTRIBUTIONS
Dividend/ordinary Represents interest and dividends earned from securities
income held by the Fund.
- --------------------------------------------------------------------------------
Capital gains Represents capital gains on sales of securities.
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may experience
capital gains and losses on sales of its securities. The Fund distributes
substantially all of its net investment income and capital gains to
shareholders. As a shareholder, you are entitled to a portion of the Fund's
income and capital gains based on the number of shares you own at the time these
distributions are declared.
DISTRIBUTION OPTIONS The Fund distributes any dividends semi-annually and
capital gains at least annually. You can choose one of the following options for
these distributions when you open your account.(1) To change your distribution
option call 1-800-345-6611.
DISTRIBUTION OPTIONS
Reinvest all distributions in additional shares of your current fund
Reinvest all distributions in shares of another fund
- --------------------------------------------------------------------------------
Receive dividends in cash and reinvest capital gains(2)
- --------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(2)
- --------------------------------------------------------------------------------
- - send the check to your address of record
- - send the check to a third party address
- - transfer the money to your bank via electronic funds transfer (EFT)
TAX CONSEQUENCES Regardless of whether you receive your distributions in cash or
reinvest them in additional Fund shares, all Fund distributions are subject to
federal income tax. Depending on the state where you live, distributions may
also be subject to state and local income taxes.
In general, any dividends and short-term capital gains distributions are taxable
as ordinary income. Distributions of long-term capital gains are generally
taxable as capital gains. You will be provided with information each year
regarding with the amount of ordinary income and capital gains distributed to
you for the previous year and any portion of your distributions which is exempt
from state and local taxes. Your investment in the Fund may have additional
personal tax implications. Please consult your tax advisor on state, local or
other applicable tax laws.
In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund. Such transactions may be subject to Federal income tax.
(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of the Fund.
(2) Distributions of $10 or less will automatically be reinvested in
additional Fund shares. If you elect to receive distributions by check and
the check is returned as undeliverable, or if you do not cash a
distribution check within six months of the check date, the distribution
will be reinvested in additional shares of the Fund.
11
<PAGE>
MANAGING THE FUND
INVESTMENT ADVISOR
- --------------------------------------------------------------------------------
Colonial Management Associates, Inc. (Colonial) located at One Financial Center,
Boston, MA 02111-2621, is the Fund's investment advisor. In its duties as
investment advisor, Colonial runs the Fund's day-to day business, including
placing all orders for the purchase and sale of each Fund's portfolio
securities. Colonial has been an investment advisor since 1931. As of December
31, 1998, Colonial Management managed over $17 billion in assets.
Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory business of its affiliate, Stein Roe
& Farnham Incorporated (Stein Roe), by a combined management team of employees
from both companies. Stein Roe also shares personnel, facilities and systems
with Colonial that may be used in providing administrative services to the Fund.
Both Colonial and Stein Roe are subsidiaries of Liberty Financial Companies,
Inc.
For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.85% of average net assets of the Fund.
Colonial can use the services of AlphaTrade, Inc., an affiliated broker-dealer,
when buying or selling equity securities for the Fund's portfolio pursuant to
procedures adopted by the Board of Trustees.
PORTFOLIO MANAGERS
- --------------------------------------------------------------------------------
GITA RAO, a Vice President of Colonial, co-manages the Fund. Ms. Rao has managed
various other Colonial funds since 1995. Prior to joining Colonial, she was a
global equity analyst at Fidelity Management & Research Company from 1994 to
1995 and a Vice President in the domestic equity research group at Kidder,
Peabody and Company from 1991 to 1994.
NICHOLAS GHAJAR co-manages the Fund. Mr. Ghajar has been either an associate
portfolio manager or an equity analyst of various equity funds since 1991.
YEAR 2000 COMPLIANCE
- --------------------------------------------------------------------------------
Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's advisor,
administrator, distributor, and transfer agent (Liberty Companies) are taking
steps that they believe are reasonably designed to address the Year 2000
Problem, including working with vendors who furnish services, software and
systems to the Fund, to provide that date-related information and data can be
properly processed after January 1, 2000. Many Fund service providers and
vendors, including the Liberty Companies, are in the process of making Year 2000
modifications to their software and systems and believe that such modifications
will be completed on a timely basis prior to January 1, 2000. 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.
12
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last five fiscal
years, which run from November 1 to October 31. Certain information reflects
financial results for a single fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report along with the Fund's financial statements, is
included in the Fund's annual report. You can request a free annual report by
calling 1-800-426-3750.
THE FUND
<TABLE>
<CAPTION>
Years Ended October 31
1998 1997
Class A Class B Class C Class A Class B Class C (f)
<S> <C> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period ($) 14.280 14.130 14.260 13.440 13.350 15.390
- ----------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income (a) (b) 0.075 (0.032) (0.033) 0.169 0.065 (0.025)
- ----------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) 1.478 1.444 1.474 2.179 2.158 (1.105)(g)
- ----------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations 1.553 1.412 1.441 2.348 2.223 (1.130)
- ----------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS
From net investment income (0.087) (0.020) (0.043) (0.065) -- --
- ----------------------------------------------------------------------------------------------------------------------------
In excess of investment income (0.056) (0.012) (0.028) -- -- --
- ----------------------------------------------------------------------------------------------------------------------------
From net realized gains (1.530) (1.530) (1.530) (1.443) (1.443) --
- ----------------------------------------------------------------------------------------------------------------------------
Total Distributions Declared to Shareholders (1.673) (1.562) (1.601) (1.508) (1.443) --
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value --
End of period ($) 14.160 13.980 14.100 14.280 14,130 14.260
- ----------------------------------------------------------------------------------------------------------------------------
Total return (c) (%) 11.62 (d) 10.64 (d) 10.77 (d) 18.92 18.02 (7.34)(h)
- ----------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%)
Expenses (e) 1.65 2.40 2.40 1.58 2.33 2.44 (i)
- ----------------------------------------------------------------------------------------------------------------------------
Fees and expenses waived or borne by
the Advisor (e) (%) 0.11 0.11 0.11 -- -- --
- ----------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) (e) 0.53 (0.22) (0.22) 1.22 0.47 (0.68) (i)
- ----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover 42 42 42 90 90 90
- ----------------------------------------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 46,344 78,668 1,931 35,181 73,188 739
- ----------------------------------------------------------------------------------------------------------------------------
(a) Net of fees and expenses waived or borne
by the Advisor which amounted to ($): 0.015 0.015 0.015 -- -- --
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(b) Per share data was calculated using average shares outstanding during the
period.
(c) Total return at net asset value assuming all distributions reinvested and
no initial sales charge or contingent deferred sales charge.
(d) Had the Advisor not waived or reimbursed a portion of expenses, total
return would have been reduced.
(e) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
(f) Class C shares were initially offered on August 1, 1997. Per share data
reflects activity from that date.
(g) The amount shown for a share outstanding does not correspond with the
aggregate net gain on investments for the period due to the timing of
sales and repurchases of Fund shares in relation to fluctuating market
values of the investments of the Fund.
(h) Not annualized.
(i) Annualized.
13
<PAGE>
FINANCIAL HIGHLIGHTS
THE FUND
<TABLE>
<CAPTION>
Years Ended October 31
1996 1995 1994
Class A Class B Class A Class B Class A Class B
<S> <C> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period ($) 12.450 12.390 12.690 12.630 11.760 11.720
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income (loss) (a) (b) 0.123 0.027 0.167 0.076 0.170 0.077
Net realized and unrealized gain (loss) 1.664 1.634 0.735 0.735 0.969 (b) 0.959 (b)
Total from Investment Operations 1.787 1.661 0.902 0.811 1.139 1.036
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS
From net investment income (0.098) (0.027) (0.198) (0.107) (0.166) (0.083)
In excess of investment income (0.035) (0.010) -- -- -- --
From net realized gains (0.664) (0.664) (0.944) (0.944) (0.043) (0.043)
Total Distributions Declared to Shareholders (0.797) (0.701) (1.142) (1.051) (0.209) (0.126)
Net asset value --
End of period ($) 13.440 13.350 12.450 12.390 12.690 12.630
Total return (c) (%) 15.10 14.04 8.23 (d) 7.43 (d) 9.76 (d) 8.88 (d)
RATIOS TO AVERAGE NET ASSETS (%)
Expenses 1.58 (e) 2.33 (e) 1.36 (e) 2.11 (e) 1.25 2.00
Fees and expenses waived or borne by
the Advisor -- -- 0.26 (e) 0.26 (e) 0.36 0.36
Net investment income (loss) 0.96 (e) 0.21 (e) 1.40 (e) 0.65 (e) 1.38 0.63
Portfolio turnover 125 125 74 74 52 52
Net assets at end of period (000) ($) 19,092 65,714 11,501 59,131 10,525 63,139
(a) Net of fees and expenses waived or borne
by the Advisor which amounted to ($): -- -- 0.031 0.031 0.045 0.045
</TABLE>
(b) Per share data was calculated using average shares outstanding during the
period.
(c) Total return at net asset value assuming all distributions reinvested and
no initial sales charge or contingent deferred sales charge.
(d) Had the Advisor not waived or reimbursed a portion of expenses, total
return would have been reduced.
(e) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
14
<PAGE>
NOTES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15
<PAGE>
FOR MORE INFORMATION
- --------------------------------------------------------------------------------
You can get more information about the Fund's investments in the Fund's
semi-annual and annual reports to shareholders. The annual report contains a
discussion of the market conditions and investment strategies that significantly
affected the Fund's performance over its last fiscal year.
You may wish to read the SAI for more information on the Fund and the securities
in which it invests. The SAI is incorporated into this prospectus by reference,
which means that it is considered to be part of this prospectus.
You can get free copies of reports and the SAI, request other information and
discuss your questions about the Fund by writing or calling the Fund's
Distributor at:
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-426-3750
www.libertyfunds.com
Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.
You can review and copy information about the Fund by visiting the following
location, and you can obtain copies upon payment of a duplicating fee, by
writing or calling the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.
INVESTMENT COMPANY ACT FILE NUMBERS:
Colonial Trust III: 811-00881
- - Colonial Global Equity Fund
- --------------------------------------------------------------------------------
[LIBERTY LOGO] L I B E R T Y
COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (C) 1999
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481 (a)
(Colonial Global Utilities Fund)
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Front Cover Page; Back Cover Page
2. The Fund; Other Investment Strategies
and Risks
3. The Fund
4. The Fund
5. Not Applicable
6. Front Cover; Managing the Fund;
Your Account
7. Your Account
8. The Funds; Your Account
9. Financial Highlights
<PAGE>
- --------------------------------------------------------------------------------
COLONIAL GLOBAL UTILITIES FUND Prospectus, March 1, 1999
- --------------------------------------------------------------------------------
Advised by Stein Roe & Farnham Incorporated
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
THE FUND
- --------------------------------------------------------
Investment Goals ............................. 2
Primary Investment Strategies ................ 2
Primary Investment Risks ..................... 2
Performance History .......................... 4
Your Expenses ................................ 5
YOUR ACCOUNT
- --------------------------------------------------------
How to Buy Shares ............................ 6
Sales Charges ................................ 7
How to Exchange Shares ....................... 9
How to Sell Shares ........................... 9
Distribution and Service Fees ................ 10
Other Information About Your Account ......... 11
MANAGING THE FUND
- --------------------------------------------------------
Investment Advisor ........................... 13
Portfolio Managers ........................... 13
Year 2000 Compliance ......................... 13
FINANCIAL HIGHLIGHTS 14
- --------------------------------------------------------
</TABLE>
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved any shares offered in this
prospectus or determined whether this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
MAY LOSE VALUE
NOT FDIC-INSURED
NO BANK GUARANTEE
<PAGE>
- --------------------------------------------------------------------------------
The Fund COLONIAL GLOBAL UTILITIES FUND
- --------------------------------------------------------------------------------
UTILITY COMPANIES
Utility companies in which the Fund may invest include companies engaged in the
manufacture, production, generation, transmission, sale or distribution of
electricity, natural gas or other types of energy, or water or other sanitary
services. They also include companies engaged in telecommunications, including
telephone, telegraph, satellite, microwave and other communications media.
INVESTMENT GOALS
- --------------------------------------------------------------------------------
The Fund seeks long-term growth of capital and income and current income.
PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
Under normal market conditions, the Fund invests at least 65% of its total
assets in U.S. and foreign securities of utility companies. The advisor intends
to diversify the Fund's investments among a number of developed countries and
market sectors and will have exposure to at least three countries, including the
U.S. In selecting investments for the Fund, the advisor looks primarily for
stocks of larger utility companies with established records.
At times the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit. Taking a temporary defensive
position may prevent the Fund from achieving its investment objective.
In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principle focus of the Fund and therefore are not described in this prospectus.
These types of securities and investment practices are identified and discussed
in the Fund's Statement of Additional Information (SAI), which you may obtain by
contacting Liberty Funds Distributor, Inc. (see back cover for address and phone
number). Approval by the Fund's shareholders is not required to modify or change
the Fund's goals or investment strategies.
PRIMARY INVESTMENT RISKS
- --------------------------------------------------------------------------------
The primary risks of investing in the Fund are described below. There are many
circumstances (that are not described here) which could cause you to lose money
by investing in the Fund or prevent the Fund from achieving its goals.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Utility company securities are subject to special risks. These securities are
especially affected by changes in prevailing interest rates (as interest rates
increase, the value of securities of utility companies tend to decrease, and
vice versa), as well as by general competitive and market forces in the
industry. In addition, utility companies are affected by changes in government
regulation. In particular, the profitability of utilities may in the future be
adversely affected by increased competition resulting from deregulation.
----
2
<PAGE>
Foreign securities are also subject to special risks. Foreign stock markets can
be extremely volatile. The liquidity of foreign securities may be more limited
than domestic securities, which means that the Fund may at times be unable to
sell foreign securities at desirable prices. Fluctuations in currency exchange
rates may impact the value of foreign securities. Brokerage commissions,
custodial fees and other fees are generally higher for foreign investments. In
addition, foreign governments may impose withholding taxes which would reduce
the amount of income available to distribute to shareholders. Other risks
include the following: possible delays in the settlement of transactions; less
publicly available information about companies; the impact of political, social
or diplomatic events; and possible seizure, expropriation or nationalization of
the company or its assets.
----
3
<PAGE>
THE FUND Colonial Global Utilities Fund
UNDERSTANDING PERFORMANCE
Calendar-year total return shows the Fund's Class A share performance for each
complete calendar year since it commenced operations. It includes the effects
of Fund expenses, but not the effects of sales charges. If sales charges were
included, these returns would be lower.
Average annual total return is a measure of the Fund's performance over the
past one-year, five-year and life of the fund periods. It includes the effects
of Fund expenses. The table shows each class's returns with sales charges.
The Fund's return is compared both to the Morgan Stanley Capital International
World Index ND (MSCI) and the Standard & Poor's Utilities Index (S&P Index). The
former Index tracks the performance of global stocks while the latter tracks the
performance of domestic utility stocks. Unlike the Fund, indices are not
investments, do not incur fees or expenses and are not professionally managed.
It is not possible to invest directly in indices. The Fund's return is also
compared to the average return of the funds included in the Lipper, Inc. Utility
Fund category. Sales charges are not reflected in the Lipper Average.
PERFORMANCE HISTORY
- --------------------------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class A shares. The
performance table following the bar chart shows how the Fund's average annual
returns for Class A, B and C shares compared with those of a broad measure of
market performance for 1 year, 5 years and the life of the Fund . The chart and
table are intended to illustrate some of the risks of investing in the Fund by
showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance.
- --------------------------------------------------------------------------------
Calendar-Year Total Returns (Class A)
- --------------------------------------------------------------------------------
[BAR CHART]
1992 10.36%
1993 15.04%
1994 -6.85%
1995 18.05%
1996 12.69%
1997 22.46%
1998 17.44%
[END BAR CHART]
Best quarter: 4th quarter 1998, +14.49%
Worst quarter: 3rd quarter 1998, -7.41%
- --------------------------------------------------------------------------------
Average Annual Total Returns -- for periods ended December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Since Inception
1 Year 5 Years (October 15, 1991)
<S> <C> <C> <C>
Class A (%) 10.69 10.93 11.81
Class B (%) 11.57 11.36(1) 12.29(1)
Class C (%) 15.56 11.62(1) 12.29(1)
MSCIW Index (%) 24.34 15.68 N/A
S&P Index (%) 14.77 13.90 N/A
Lipper Average (%) 18.30 13.37 N/A
</TABLE>
(1) Class B and Class C are newer classes of shares. Their performance
information includes returns of the Fund's Class A shares (the oldest
existing fund class) for periods prior to the inception of the newer class
shares. These Class A share returns are not restated to reflect any
differences in expenses (like Rule 12b-1 fees) between Class A shares and
the newer class shares. If differences in expenses were reflected, the
returns for periods prior to the inception of the newer class would be
lower. Class B and Class C shares were initially offered on March 27, 1995.
-----
4
<PAGE>
THE FUND Colonial Global Utilities Fund
UNDERSTANDING EXPENSES
Shareholder Fees are paid directly by shareholders to the Fund's distributor.
Annual Fund Operating Expenses are deducted from the Fund. They include
management fees, 12b-1 fees, brokerage costs, and administrative costs
including pricing and custody services.
Example Expenses helps you compare the cost of investing in the Fund to the
cost of investing in other mutual funds. It uses the following hypothetical
conditions:
o $10,000 initial investment
o 5% total return for each year
o Fund operating expenses remain the same
o No expense reductions in effect
YOUR EXPENSES
- --------------------------------------------------------------------------------
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.
- --------------------------------------------------------------------------------
Shareholder Fees (paid directly from your investment)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 5.75 0.00 0.00
- ----------------------------------------------------------------------------------------------------
Maximum deferred sales charge (load) on redemptions
(%) (as a percentage of the offering price) 1.00(2) 5.00 1.00
- ----------------------------------------------------------------------------------------------------
Redemption fee(1) (as a percentage of amount
redeemed, if applicable) None None None
- ----------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted directly from Fund assets)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Management and administration fees(3) (%) 0.65 0.65 0.65
- ---------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
- ---------------------------------------------------------------------------
Other expenses(3) (%) 0.40 0.40 0.40
- ---------------------------------------------------------------------------
Total annual fund operating expenses (%) 1.30 2.05 2.05
- ---------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
Example Expenses (your actual costs may be higher or lower)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class A $699 $962 $1,244 $2,047
- --------------------------------------------------------------------------------------------
Class B: did not sell your shares $208 $641 $1,101 $2,182
sold all your shares at the end of the period $708 $941 $1,301 $2,182
- --------------------------------------------------------------------------------------------
Class C: did not sell your shares $208 $641 $1,101 $2,374
sold all your shares at the end of the period $308 $641 $1,101 $2,374
</TABLE>
(1) There is a $7.50 charge for wiring sale proceeds to your bank.
(2) This charge applies only to purchases of $1 million to $5 million if shares
obtained through these purchases are redeemed within 18 months after
purchase.
(3) Management and administration fees and other expenses reflect the fees and
expenses of LFC Utilities Trust (Portfolio) for the year ended October 31,
1998. On February 26, 1999, the Fund and Portfolio terminated their
master-feeder fund structure.
-----
5
<PAGE>
- --------------------------------------------------------------------------------
Your Account
- --------------------------------------------------------------------------------
INVESTMENT MINIMUMS(1)
<TABLE>
<S> <C>
Initial Investment..........................$1,000
Subsequent Investments.........................$50
Automatic Purchase Plans.......................$50
Retirement Plans...............................$25
</TABLE>
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When the Fund receives your
purchase request in "good form," your shares will be bought at the next
calculated public offering price. In "good form" means that you placed your
order with your brokerage firm or your payment has been received and your
application is complete, including all necessary signatures.
- --------------------------------------------------------------------------------
Outlined below are various ways you can purchase shares:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your Your financial advisor can help you establish your account and buy Fund shares
financial advisor on your behalf.
- ----------------------------------------------------------------------------------------------------
By check For new accounts, send a completed application and check made payable to
(new account) the Fund to the transfer agent, Liberty Funds Services, Inc., P.O. Box 1722,
Boston, MA 02105-1722.
- ----------------------------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional investment stub
(existing included in your quarterly statement, or send a letter of instruction including
account) your Fund name and account number with a check made payable to the Fund
to Liberty Funds Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
- ----------------------------------------------------------------------------------------------------
By exchange You may acquire shares by exchanging shares you own in one fund for shares
of the same class of the Fund at no additional cost. To exchange by telephone,
call 1-800-422-3737.
- ----------------------------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank account to your
fund account. To wire funds to your fund account, call 1-800-422-3737 to
obtain a control number and the wiring instructions.
- ----------------------------------------------------------------------------------------------------
By electronic You may purchase shares by electronically transferring money from your bank
funds transfer account to your fund account by calling 1-800-422-3737. Your money may
(EFT) take up to two business days to be invested. You must set up this feature prior
to your telephone request. Be sure to complete the appropriate section of the
application.
- ----------------------------------------------------------------------------------------------------
Automatic You may make monthly or quarterly investments automatically from your bank
investment plan account to your fund account. You can select a pre-authorized amount to be
sent via EFT. Be sure to complete the appropriate section of the application for
this feature.
- ----------------------------------------------------------------------------------------------------
By dividend You may automatically invest dividends distributed by one fund into the same
diversification class of shares of another fund at no additional sales charge. To invest your
dividends in another fund, call 1-800-345-6611.
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) The Fund reserves the right to change the investment minimums. The Fund also
reserves the right to refuse a purchase order for any reason, including if
it believes that doing so would be in the best interest of the Fund and its
shareholders.
------
6
<PAGE>
Your Account
CHOOSING A SHARE CLASS
The Fund offers three classes of shares in this prospectus -- Class A, B and C.
Each share class has its own sales charge and expense structure. Determining
which share class is best for you depends on the dollar amount you are
investing and the number of years for which you are willing to invest.
Purchases of more than $250,000 but less than $1 million can be made only in
Class A and Class C shares. Purchases of $1 million or more are automatically
invested in Class A shares. Based on your personal situation, your investment
advisor can help you decide which class of shares makes the most sense for you.
SALES CHARGES
- --------------------------------------------------------------------------------
You may be subject to an initial sales charge when you purchase, or a contingent
deferred sales charge (CDSC) when you sell, shares of the Fund. These sales
charges are described below. In certain circumstances these sales charges are
waived, as described below and in the SAI.
Class A shares Your purchases of Class A shares generally are at the Public
Offering Price (POP). This price includes a sales charge that is based on the
amount of your initial investment when you open your account. The sales charge
you pay on additional investments is based on the total amount of your purchase
and the current value of your account. The amount of the sales charge differs
depending on the amount you invest as shown in the table below. The table
below also show the commission paid to the financial advisor firm on sales of
Class A shares.
- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
% of
offering
As a % of price
the Public As a % retained by
Offering of your financial
Amount of Purchase Price (POP) investment advisor firm
<S> <C> <C> <C>
Less than $50,000 5.75 6.10 5.00
- ------------------------------------------------------------------------------
$50,000 to less than $100,000 4.50 4.71 3.75
- ------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50 3.63 2.75
- ------------------------------------------------------------------------------
$250,000 to less than $500,000 2.50 2.56 2.00
- ------------------------------------------------------------------------------
$500,000 to less than $1,000,000 2.00 2.04 1.75
- ------------------------------------------------------------------------------
$1,000,000 or more(1) 0.00 0.00 0.00
</TABLE>
(1) Redemptions from Class A share accounts with shares valued between $1
million and $5 million may be subject to a CDSC. Class A share purchases
that bring your account value above $1 million are subject to a 1% CDSC if
redeemed within 18 months of their purchase date. The 18-month period begins
on the first day of the month following each purchase.
------
7
<PAGE>
Your Account
UNDERSTANDING CONTINGENT DEFERRED SALES CHARGES (CDSC)
Certain investments in Class A, B and C shares are subject to a CDSC. You will
pay the CDSC only on shares you sell within a certain amount of time after
purchase. The CDSC generally declines each year until there is no charge for
selling shares. The CDSC is applied to the NAV at the time of purchase or sale,
whichever is lower. For purposes of calculating the CDSC, the start of the
holding period is the month-end of the month in which the purchase is made.
Shares you purchase with reinvested dividends or capital gains are not subject
to a CDSC. When you place an order to sell shares, the Fund will automatically
sell first those shares not subject to a CDSC and then those you have held the
longest. This policy helps reduce and possibly eliminate the potential impact
of the CDSC.
Class A Shares For Class A share purchases of $1 million or more, financial
advisors receive a commission from the Fund's distributor, Liberty Funds
Distributor, Inc. (LFD), as follows:
- --------------------------------------------------------------------------------
Purchases Over $1 Million
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Amount Purchased Commission %
<S> <C>
First $3 million 1.00
- ----------------------------------------------------
Next $2 million 0.50
- ----------------------------------------------------
Over $5 million 0.25(1)
</TABLE>
Reduced Sales Charges for Larger Investments There are two ways for you to pay
a lower sales charge when purchasing Class A shares. The first is through
Rights of Accumulation. If the combined value of the Fund accounts maintained
by you, your spouse or your minor children reaches a discount level (according
to the chart on the previous page), your next purchase will receive the lower
sales charge. The second is by signing a Statement of Intent within 90 days of
your purchase. By doing so, you would be able to pay the lower sales charge on
all purchases by agreeing to invest a total of at least $50,000 within 13
months. If your Statement of Intent purchases are not completed within 13
months, you will be charged the applicable sales charge. In addition, certain
investors may purchase shares at a reduced sales charge or net asset value
(NAV), which is the value of a fund share excluding any sales charges. See the
SAI for a description of these situations.
Class B shares Your purchases of Class B shares are at the Fund's NAV. Class B
shares have no front-end sales charge, but carry a CDSC, or back-end charge,
that is imposed only on shares sold prior to the completion of the periods
shown in the chart below. The CDSC generally declines each year and eventually
disappears over time. Class B shares automatically convert to Class A shares
after eight years. LFD pays the financial advisor firm an upfront commission of
5.00% on sales of Class B shares.
- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
% deducted when
Holding period after purchase shares are sold
<S> <C>
Through first year 5.00
- ----------------------------------------------------
Through second year 4.00
- ----------------------------------------------------
Through third year 3.00
- ----------------------------------------------------
Through fourth year 3.00
- ----------------------------------------------------
Through fifth year 2.00
- ----------------------------------------------------
Through sixth year 1.00
- ----------------------------------------------------
Longer than six years 0.00
</TABLE>
(1) Paid over 12 months but only to the extent the shares remain outstanding.
------
8
<PAGE>
Your Account
Class C shares Similar to Class B shares, your purchases of Class C shares are
at the Fund's NAV. Although Class C shares have no front-end sales charge, they
carry a CDSC of 1% that is applied to shares sold within the first year after
they are purchased. After holding shares for one year, you may sell them at any
time without paying a CDSC. LFD pays the financial advisor firm an upfront
commission of 1.00% on sales of Class C shares.
- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years after purchase % deducted when shares are sold
<S> <C>
Through first year 1.00
- --------------------------------------------------------------
Longer than one year 0.00
- --------------------------------------------------------------
</TABLE>
HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
You may exchange your shares for shares of the same share class of another fund
distributed by LFD at NAV. If your shares are subject to a CDSC, you will not
be charged a CDSC upon the exchange. However, when you sell the shares acquired
through the exchange, the shares sold may be subject to a CDSC, depending upon
when you originally purchased the shares you exchanged. For purposes of
computing the CDSC, the length of time you have owned your shares will be
computed from the date of your original purchase and the applicable CDSC will
be the CDSC of the original fund. Unless your account is part of a tax-deferred
retirement plan, an exchange is a taxable event. Therefore, you may realize a
gain or a loss for tax purposes. The Fund may terminate your exchange privilege
if the advisor determines that your exchange activity is likely to adversely
impact the advisor's ability to manage the Fund. To exchange by telephone, call
1-800-422-3737.
HOW TO SELL SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you determine if and when you should sell your
shares. You may sell shares of the Fund on any regular business day that the
New York Stock Exchange (NYSE) is open.
When the Fund receives your sales request in "good form," shares will be sold
at the next calculated price. In "good form" means that money used to purchase
your shares is fully collected. When selling shares by letter of instruction,
"good form" means (i) your letter has complete instructions, the proper
signatures and signature guarantees, (ii) you have included any certificates
for shares to be sold and (iii) any other required documents are attached. For
additional documents required for sales by corporations, agents, fiduciaries
and surviving joint owners, please call 1-800-345-6611. Retirement Plan
accounts have special requirements,please call 1-800-799-7526 for more
information.
The Fund will generally send proceeds from the sale to you within seven days.
However, if you purchased your shares by check, the Fund may delay sending the
proceeds for up to 15 days after your initial purchase to protect against
checks that are returned.
-----
9
<PAGE>
Your Account
- --------------------------------------------------------------------------------
Outlined below are the various options for selling shares:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your You may call your financial advisor to place your sell order. To receive the
financial advisor current trading day's price, your financial advisor firm must receive your request
prior to the close of the NYSE, usually 4:00 p.m. Eastern time.
- ------------------------------------------------------------------------------------------------------
By exchange You or your financial advisor may sell shares by exchanging from the Fund into
the same share class of another fund at no additional cost. To exchange by
telephone, call 1-800-422-3737.
- ------------------------------------------------------------------------------------------------------
By telephone You or your financial advisor may sell shares by telephone and request that a
check be sent to your address of record by calling 1-800-422-3737. The dollar
limit for telephone sales is $100,000 in a 30-day period. You do not need to
set up this feature in advance of your call.
- ------------------------------------------------------------------------------------------------------
By mail You may send a signed letter of instruction (LOI) or stock power form along
with any certificates to be sold to the address below. In your LOI, note your
fund's name, share class, account number, and the dollar value or number of
shares you wish to sell. All account owners must sign the letter, and signatures
must be guaranteed by either a bank, a member firm of a national stock
exchange or another eligible guarantor institution. Additional documentation is
required for sales by corporations, agents, fiduciaries, surviving joint owners
and individual retirement account (IRA) owners. For details, call 1-800-345-6611.
Mail your LOI to Liberty Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
- ------------------------------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be wired to your bank. You
must set up this feature prior to your telephone request. Be sure to complete
the appropriate section of the account application for this feature.
- ------------------------------------------------------------------------------------------------------
By electronic You may sell shares and request that the proceeds be electronically transferred
funds transfer to your bank. Proceeds may take up to two business days to be received by
your bank. You must set up this feature prior to your request. Be sure to
complete the appropriate section of the account application for this feature.
</TABLE>
DISTRIBUTION AND SERVICE FEES
- --------------------------------------------------------------------------------
The Fund has adopted a plan under Rule 12b-1 that permits it to pay marketing
and other fees to support the sale and distribution of Class A, B and C shares
and the services provided to you by your financial advisor. These annual
distribution and service fees may equal up to 0.25% for Class A shares and
1.00% for each of Class B and Class C shares and are paid out of the assets of
these classes. Over time, these fees will increase the cost of your shares and
may cost you more than paying other types of sales charges.(1)
(1) Class B shares automatically convert to Class A after eight years,
eliminating the distribution fee.
-----
10
<PAGE>
Your Account
OTHER INFORMATION ABOUT YOUR ACCOUNT
- --------------------------------------------------------------------------------
How the Fund's Share Price is Determined The price of each class of the Fund's
shares is based on its NAV. The NAV is determined at the close of the NYSE,
usually 4:00 p.m. Eastern time, on each business day that the NYSE is open
(typically Monday through Friday).
When you request a transaction, it will be processed at the NAV (plus any
applicable sales charges) next determined after your request is received in
good form by LFD. In most cases, in order to receive that day's price, LFD must
receive your order before that day's transactions are processed. If you request
a transaction through your financial advisor's firm, the firm must receive your
order by the close of trading on the NYSE to receive that day's price.
The Fund determines its NAV for each share class by dividing its total net
assets by the number of shares outstanding. In determining the NAV, the Fund
must determine the price of each security in its portfolio at the close of each
trading day. Securities for which market quotations are available are valued
each day at the current market value. However, where market quotations are
unavailable, or when the advisor believes that subsequent events have made them
unreliable, the Fund may use other data to determine the fair value of the
securities.
You can find the daily price of many share classes for the Fund in most major
daily newspapers. You can find daily prices for all share classes by visiting
the Fund's web site at www.libertyfunds.com.
Account Fees If your account value falls below $1,000 (other than as a result
of depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Fund's transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring
the value above $1,000 prior to the fee date, the fee will not be deducted.
Share Certificates Share certificates are not available for Class B and C
shares. Certificates will be issued for Class A shares only if requested. If
you decide to hold share certificates, you will not be able to sell your shares
until you have endorsed your certificates and returned them to LFD.
Dividends, Distributions, and Taxes The Fund has the potential to make the
following distributions:
----
11
<PAGE>
Your Account
UNDERSTANDING FUND
DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may
experience capital gains and losses on sales of its securities. The Fund
distributes substantially all of its net investment income and capital gains to
shareholders. As a shareholder, you are entitled to a portion of the Fund's
income and capital gains based on the number of shares you own at the time
these distributions are declared.
- --------------------------------------------------------------------------------
Types of Distributions
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Dividend/Ordinary Represents interest and dividends earned from securities held by the Fund.
income
- ---------------------------------------------------------------------------------------------
Capital gains Represents capital gains on sales of securities.
</TABLE>
Distribution Options The Fund distributes any dividends monthly and capital
gains at least annually. Effective March 31, 1999, the Fund will distribute any
dividends quarterly and capital gains at least annually. You can choose one of
the following options for these distributions when you open your account.(1) To
change your distribution option call 1-800-345-6611.
- --------------------------------------------------------------------------------
Distribution Options
- --------------------------------------------------------------------------------
Reinvest all distributions in additional shares of your current fund
- --------------------------------------------------------------------------------
Reinvest all distributions in shares of another fund
- --------------------------------------------------------------------------------
Receive dividends in cash and reinvest capital gains(2)
- --------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(2)
o send the check to your address of record
o send the check to a third party address
o transfer the money to your bank via electronic funds transfer (EFT)
Tax Consequences Regardless of whether you receive your distributions in cash
or reinvest them in additional Fund shares, all Fund distributions are subject
to federal income tax. Depending on the state where you live, distributions may
also be subject to state and local income taxes.
In general, any dividends and short-term capital gains distributions are
taxable as ordinary income. Distributions of long-term capital gains are
generally taxable as capital gains. You will be provided with information each
year regarding the amount of ordinary income and capital gains distributed to
you for the previous year and any portion of your distributions which is exempt
from state and local taxes. Your investment in the Fund may have additional
personal tax implications. Please consult your tax advisor on state, local or
other applicable tax laws.
In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of
the Fund. Such transactions may be subject to federal income tax.
(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of the Fund.
(2) Distributions of $10 or less will automatically be reinvested in additional
Fund shares. If you elect to receive distributions by check and the check is
returned as undeliverable, or if you do not cash a distribution check within
six months of the check date, the distribution will be reinvested in
additional shares of the Fund.
-----
12
<PAGE>
- --------------------------------------------------------------------------------
Managing the Fund
- --------------------------------------------------------------------------------
INVESTMENT ADVISOR
- --------------------------------------------------------------------------------
Stein Roe & Farnham Incorporated (Stein Roe), located at One South Wacker
Drive, Chicago, Illinois 60606, is the Fund's investment advisor. In its duties
as investment advisor, Stein Roe runs the Fund's day-to-day business, including
placing all orders for the purchase and sale of the Fund's portfolio
securities. Stein Roe is a successor to an investment advisory business that
was founded in 1932. As of January 31, 1999, Stein Roe managed over $30.5
billion in assets.
Stein Roe's mutual funds and institutional investment advisory business is
managed together with that of its affiliate, Colonial Management Associates,
Inc. (Colonial), by a combined management team of employees from both
companies. Colonial also shares personnel, facilities and systems with Stein
Roe that may be used in providing administrative services to the Fund. Both
Stein Roe and Colonial are subsidiaries of Liberty Financial Companies, Inc.
For the 1998 fiscal year, aggregate advisory fees paid to Stein Roe by LFC
Utilities Trust amounted to 0.65% of average daily net assets of the Portfolio.
PORTFOLIO MANAGERS
- --------------------------------------------------------------------------------
Ophelia Barsketis, Senior Vice President of Stein Roe, has co-managed the Fund
since September, 1993. Ms. Barsketis joined Stein Roe in 1983 and progressed
through a variety of equity analyst positions before assuming her current
responsibilities.
Deborah A. Jansen, Senior Vice President of Stein Roe, has co-managed the Fund
since April, 1996. Ms. Jansen joined Stein Roe in 1987 and served as an
associate economist and senior economist before assuming her current
responsibilities. Ms. Jansen left Stein Roe in January, 1995 and returned to
her position as Vice President in March, 1996. From June 5, 1995 through June
30, 1995, Ms. Jansen was a Senior Equity Research Analyst for BancOne
Investment Advisers Corporation.
YEAR 2000 COMPLIANCE
- --------------------------------------------------------------------------------
Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not
properly process and calculate date-related information and data from and after
January 1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's
advisor, administrator, distributor, and transfer agent ("Liberty Companies")
are taking steps that they believe are reasonably designed to address the Year
2000 Problem, including working with vendors who furnish services, software and
systems to the Fund, to provide that date-related information and data can be
properly processed after January 1, 2000. Many Fund service providers and
vendors, including the Liberty Companies, are in the process of making Year
2000 modifications to their software and systems and believe that such
modifications will be completed on a timely basis prior to January 1, 2000.
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.
-----
13
<PAGE>
- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------
The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last five fiscal
years, which run from November 1 to October 31. Certain information reflects
financial results for a single fund share. The total returns in the table
represent the performance that you would have earned (or lost) on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, independent
accountants, for each of the four years ended October 31, 1998, whose report,
along with the Fund's financial statements, is included in the Fund's annual
report. The information for the year ended October 31, 1994 was audited by
KPMG, LLP, independent auditors. You can request a free annual report by
calling 1-800-426-3750.
- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended October 31
1998 1997
Class A Class B Class C Class A Class B Class C(a)
----------- ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 13.720 13.720 13.720 12.000 12.010 12.000
- ------------------------------------------------------------------------------------------------------------------------
Income from Investment Operations ($)
Net investment income(b)(c) 0.234 0.123 0.123 0.328 0.225 0.225
- ------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) 2.134 2.124 2.134 1.740 1.732 1.742
- ------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations 2.368 2.247 2.257 2.068 1.957 1.967
- ------------------------------------------------------------------------------------------------------------------------
Less Distributions Declared to Shareholders ($)
From net investment income (0.248) (0.137) (0.137) (0.348) (0.247) (0.247)
- ------------------------------------------------------------------------------------------------------------------------
From net realized gains (loss) (0.920) (0.920) (0.920) -- -- --
- ------------------------------------------------------------------------------------------------------------------------
Total Distributions Declared to Shareholders (1.168) (1.057) (1.057) -- -- --
- ------------------------------------------------------------------------------------------------------------------------
Net asset value --
End of period ($) 14.920 14.910 14.920 13.720 13.720 13.720
- ------------------------------------------------------------------------------------------------------------------------
Total return %(d) 18.09 17.12 17.20 17.40 16.43 16.53
- ------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets (%)
Expenses(c) 1.30 2.05 2.05 1.31 2.06 2.06
- ------------------------------------------------------------------------------------------------------------------------
Net investment income(c) 1.58 0.83 0.83 2.46 1.71 1.71
- ------------------------------------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 165,566 4,957 970 162,267 3,243 818
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
1996
Class A Class B Class C(a)
----------- ----------- -----------
<S> <C> <C> <C>
Net asset value--
Beginning of period ($) 11.080 11.080 11.080
- -----------------------------------------------------------------------------------
Income from Investment Operations ($)
Net investment income(b)(c) 0.427 0.340 0.340
- -----------------------------------------------------------------------------------
Net realized and unrealized gain (loss) 0.878 0.889 0.879
- -----------------------------------------------------------------------------------
Total from Investment Operations 1.305 1.229 1.219
- -----------------------------------------------------------------------------------
Less Distributions Declared to Shareholders ($)
From net investment income (0.385) (0.299) (0.299)
- -----------------------------------------------------------------------------------
From net realized gains (loss) -- -- --
- -----------------------------------------------------------------------------------
Total Distributions Declared to Shareholders -- -- --
- -----------------------------------------------------------------------------------
Net asset value --
End of period ($) 12.000 12.010 12.000
- -----------------------------------------------------------------------------------
Total return %(d) 11.99 11.25 11.16
- -----------------------------------------------------------------------------------
Ratios to average net assets (%)
Expenses(c) 1.38 2.13 2.13
- -----------------------------------------------------------------------------------
Net investment income(c) 3.70 2.95 2.95
- -----------------------------------------------------------------------------------
Net assets at end of period (000) ($) 169,840 1,538 584
- -----------------------------------------------------------------------------------
</TABLE>
(a) Effective July 1, 1997, Class D shares were redesignated Class C shares.
(b) Per share data was calculated using average shares outstanding during the
period.
(c) The per share amounts and ratios reflect income and expenses assuming
inclusion of the Fund's proportionate share of the income and expenses of
LFC Utilities Trust.
(d) Total return at net asset value assuming all distributions reinvested and no
initial sales charge or contingent deferred sales charge.
-----
14
<PAGE>
- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended October 31
1995 1994
Class A Class B(b) Class C(b)(c) Class A
--------------- ------------------------ ---------------------- -----------
<S> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 10.610 10.420 10.420 12.150
- -------------------------------------------------------------------------------------------------------------------------
Income from Investment Operations ($)
Net investment income(a)(d) 0.536 (e) 0.248(e) 0.248(e) 0.550
- -------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) 0.520 0.665 0.665 (1.430)
- -------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations 1.056 0.913 0.913 (0.880)
- -------------------------------------------------------------------------------------------------------------------------
Less Distributions Declared to Shareholders ($)
From net investment income (0.517) (0.253) (0.253) (0.500)
- -------------------------------------------------------------------------------------------------------------------------
From net realized gains (loss) (0.069) -- -- (0.160)
- -------------------------------------------------------------------------------------------------------------------------
Total Distributions Declared to Shareholders (0.586) (0.253) (0.253) (0.660)
- -------------------------------------------------------------------------------------------------------------------------
Net asset value --
End of period ($) 11.080 11.080 11.080 10.610
- -------------------------------------------------------------------------------------------------------------------------
Total return (%)(f) 10.32 (g) 8.82 (h) 8.82 (h) (7.40)
- -------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets (%)
Expenses 1.29 (e) 2.05 (e)((i) 2.05 (e)(i) 1.20
- -------------------------------------------------------------------------------------------------------------------------
Net investment income 5.14 (e) 3.73 (e)(i) 3.73 (e)(i) 4.90
- -------------------------------------------------------------------------------------------------------------------------
Fees and expenses waived or borne by Liberty
Securities and LFC Utilities Trust 0.03 0.02 (i) 0.02 (i) --
- -------------------------------------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 211,916 745 307 260,450
- -------------------------------------------------------------------------------------------------------------------------
(a) Net of fees and expenses waived or borne
by Liberty Securities which amounted to ($): $ 0.002 -- -- --
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(b) Class B and Class C shares were initially offered on March 27, 1995. Per
share data reflects activity from that date.
(c) Effective July 1, 1997, Class D shares were redesignated Class C shares.
(d) Per share data was calculated using average shares outstanding during the
period.
(e) The per share amounts and ratios reflect income and expenses assuming
inclusion of the Fund's proportionate share of the income and expenses of
LFC Utilities Trust.
(f) Total return at net asset value assuming all distributions reinvested and no
initial sales charge or contingent deferred sales charge.
(g) Total return would have been lower had Liberty Securities and LFC Utilities
Trust not waived certain expenses.
(h) Not annualized.
(i) Annualized.
-----
15
<PAGE>
FOR MORE INFORMATION
- --------------------------------------------------------------------------------
You can get more information about the Fund's investments in the Fund's
semi-annual and annual reports to shareholders. The annual report contains a
discussion of the market conditions and investment strategies that
significantly affected the Fund's performance over its last fiscal year.
You may wish to read the SAI for more information on the Fund and the
securities in which it invests. The SAI is incorporated into this prospectus by
reference, which means that it is considered to be part of this prospectus.
You can get free copies of reports and the SAI, request other information and
discuss your questions about the Fund by writing or calling the Fund's
Distributor at:
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-426-3750
www.libertyfunds.com
Text-only versions of all Fund documents can be viewed online or downloaded
from the SEC at www.sec.gov.
You can review and copy information about the Fund by visiting the following
location and you can obtain copies, upon payment of a duplicating fee, by
writing or calling the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.
Investment Company Act file numbers:
Colonial Trust III: 811-00881
o Colonial Global Utilities Fund
- --------------------------------------------------------------------------------
[LIBERTY LOGO]
Liberty Funds Distributor, Inc. (c) 1999
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com
GU-01/646G-0299
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481 (a)
(Colonial Strategic Balanced Fund)
Item Number of Form N-1A Prospectus Location or Caption
Part A
1. Front Cover Page; Back Cover Page
2. The Fund; Other Investment Strategies
and Risks
3. The Fund
4. The Fund
5. Not Applicable
6. Front Cover; Managing the Fund;
Your Account
7. Your Account
8. The Fund; Your Account
9. Financial Highlights
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
COLONIAL STRATEGIC BALANCED FUND Prospectus, March 1, 1999
- --------------------------------------------------------------------------------
Advised by Colonial Management Associates, Inc.
- --------------------------------------------------------------------------------
T A B L E O F C O N T E N T S
<TABLE>
<CAPTION>
<S> <C>
THE FUND 2
- -------------------------------------------------
Investment Goals ............................. 2
Primary Investment Strategies ................ 2
Primary Investment Risks ..................... 3
Performance History .......................... 4
Your Expenses ................................ 5
YOUR ACCOUNT 7
- -------------------------------------------------
How to Buy Shares ............................ 7
Sales Charges ................................ 8
How to Exchange Shares ....................... 10
How to Sell Shares ........................... 10
Distribution and Service Fees ................ 11
Other Information About Your Account ......... 12
MANAGING THE FUND 14
- -------------------------------------------------
Investment Advisor ........................... 14
Portfolio Managers ........................... 14
OTHER INVESTMENT STRATEGIES AND
RISKS
- -----------------------------------------------
Hedging Strategies ........................... 15
Year 2000 Compliance ......................... 15
FINANCIAL HIGHLIGHTS 16
- -------------------------------------------------
</TABLE>
Although these securities have been
registered with the Securities and Exchange
Commission, the Commission has not
approved any shares offered in this prospectus
or determined whether this prospectus is
accurate or complete. Any representation to
the contrary is a criminal offense.
<TABLE>
<CAPTION>
<S> <C>
---------------------------------------
MAY LOSE VALUE
NOT FDIC-INSURED
NO BANK GUARANTEE
---------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
The Fund Colonial Strategic Balanced Fund
- --------------------------------------------------------------------------------
INVESTMENT GOALS
- --------------------------------------------------------------------------------
The Fund seeks both current income and long-term growth, consistent with prudent
risk.
PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
The Fund seeks to achieve its objective by investing in both equity and debt
securities of U.S. and foreign issuers. Under normal conditions, at least 25% of
the Fund's total assets will be invested in debt securities and at least 40%
will be invested in equity securities. The advisor may vary this allocation
between debt securities and equity securities at any given time.
Equity Securities
In selecting equity securities for the Fund's portfolio, the advisor will
allocate the Fund's assets among the following categories:
1. Large capitalization stocks, which are stocks of companies with market
capitalizations of $1 billion or more at the time of purchase;
2. Small capitalization stocks, which are small U.S. company equity securities
with a market capitalization of less than the market capitalization of the
stock in the Russell 2000 Index that has the largest capitalization; and
3. Foreign securities.
The allocation of the equity portion of the Fund's assets will depend upon the
advisor's assessment of the relative risk and expected performance of each
category.
Debt Securities
In selecting debt securities for the Fund's portfolio, the advisor will allocate
the Fund's assets among the following categories:
1. U.S. government securities;
2. Securities guaranteed by foreign governments;
3. Securities issued by foreign companies, governments and government-related
entities; and
4. Lower rated debt securities.
The allocation of the debt security portion of the Fund's assets will depend
upon the advisor's assessment of the relative risk and expected performance of
each category.
At times, the advisor may determine that adverse market conditions make it
desirable to suspend temporarily the Fund's normal investment activities. During
such times, the Fund may, but is not required to, invest in cash or high
quality, short-term debt securities, without limit. Taking a temporary defensive
position may prevent the Fund from achieving its investment objective.
In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principle focus of the Fund and therefore are not described in this prospectus.
These types of securities and invest-
----
2
<PAGE>
THE FUND Colonial Strategic Balanced Fund
ment practices are identified and discussed in the Fund's Statement of
Additional Information (SAI), which you may obtain by contacting Liberty Funds
Distributor, Inc. (see back cover for address and phone number). Approval by the
Fund's shareholders is not required to modify or change the Fund's goals or
investment strategies.
PRIMARY INVESTMENT RISKS
- --------------------------------------------------------------------------------
The primary risks of investing in the Fund are described below. There are many
circumstances (that are not described here) which could cause you to lose money
by investing in the Fund or prevent the Fund from achieving its goals.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.
Interest rate risk is the risk of a decline or increase in the price of a bond
when interest rates increase or decline. In general, if interest rates rise,
bond prices fall, and if interest rates fall, bond prices rise. Changes in the
values of bonds usually will not affect the amount of income the Fund receives
from them but will affect the value of the Fund's shares. Interest rate risk is
generally greater for bonds with longer maturities.
Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. The liquidity of foreign securities may be more limited than
domestic securities, which means that the Fund may at times be unable to sell
foreign securities at desirable prices. Fluctuations in currency exchange rates
may impact the value of foreign securities. Brokerage commissions, custodial
fees and other fees are generally higher for foreign investments. In addition,
foreign governments may impose withholding taxes which would reduce the amount
of income available to distribute to shareholders. Other risks include the
following: possible delays in the settlement of transactions; less publicly
available information about companies; the impact of political, social or
diplomatic events; and possible seizure, expropriation or nationalization of the
company or its assets.
Emerging markets are also subject to risk. The risks of foreign investments are
typically increased in less developed and developing countries, which are
sometimes referred to as emerging markets. For example, political and economic
structures in these countries may be new and developing rapidly, which may cause
instability. These countries are also more likely to experience high levels of
inflation, deflation or currency devaluations, which could hurt their economies
and securities markets.
Smaller companies are more likely than larger companies to have limited product
lines, markets or financial resources, or to depend on a small, inexperienced
management team. Stocks of smaller companies may trade less frequently and in
limited volume and their prices may fluctuate more than stocks of other
companies. Stocks of smaller companies therefore, may be more vulnerable to
adverse developments than those of larger companies.
----
3
<PAGE>
- --------------------------------------------------------------------------------
THE FUND Colonial Strategic Balanced Fund
- --------------------------------------------------------------------------------
UNDERSTANDING PERFORMANCE
Calendar-year total return shows the Fund's Class A share performance for each
complete calendar year since it commenced operations. It includes the effects of
Fund expenses, but not the effects of sales charges. If sales charges were
included, these returns would be lower.
Average annual total return is a measure of the Fund's performance over the past
one-year and life of the fund periods. It includes the effects of Fund expenses.
The table shows each class's returns with sales charges.
The Fund's return is compared to the average return of the funds included in
Lipper, Inc.'s Balanced Category (Lipper Average), the Standard & Poor's 500
Index (S&P Index), an unmanaged index that tracks the performance of U.S. stock
market securities and the Lehman Government/Corporate Bond Index (Lehman Index),
an unmanaged index that tracks the performance of U.S. government and U.S.
corporate bonds. Unlike the Fund, indices are not investments, do not incur fees
or expenses, and are not professionally managed. It is not possible to invest
directly in indices. Sales charges are not reflected in the Lipper Average.
- --------------------------------------------------------------------------------
Because the Fund may invest in fixed income securities issued by private
entities, including certain types of corporate bonds, the Fund is subject to
issuer risk. Issuer risk is the possibility that changes in the financial
condition of the issuer of a security, changes in general economic conditions or
changes in economic conditions that affect the issuer's industry may impact the
issuer's ability to make timely payment of interest or principal. This could
result in decreases in the price of the security.
Lower rated debt securities are securities rated below BBB by Standard & Poor's
Corporation or below Baa by Moody's Investor Services, Inc. The advisor may
determine that certain unrated securities qualify as lower rated if the security
has comparable credit quality. Lower rated securities have the added risk that
the issuer of the security may default and not make payment of interest or
principal.
PERFORMANCE HISTORY
- --------------------------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns for its Class A shares. The
performance table following the bar chart shows how the Fund's average annual
total returns for Class A, B and C shares compared with those of a broad measure
of market performance for one year and the life of the Fund. The chart and table
are intended to illustrate some of the risks of investing in the Fund by showing
the changes in the Fund's performance. All returns include the reinvestment of
dividends and distributions. As with all mutual funds, past performance does not
predict the Fund's future performance. Performance results include the effect of
any expense reduction arrangements. If these arrangements were not in place,
then the performance results would have been lower. Any reduction arrangements
may be discontinued at any time.
Calendar-Year Total Returns (Class A)
[Bar Chart]
1995 27.40%
1996 15.68%
1997 14.64%
1998 15.51%
[End Bar Chart]
Best quarter: 4th quarter 1998, +12.01%
Worst quarter: 3rd quarter 1998, -6.99%
----
4
<PAGE>
- --------------------------------------------------------------------------------
THE FUND Colonial Strategic Balanced Fund
- --------------------------------------------------------------------------------
UNDERSTANDING EXPENSES
Shareholder Fees are paid directly by shareholders to the Fund's distributor.
Annual Fund Operating Expenses are deducted from the Fund. They include
management fees, 12b-1 fees, brokerage costs, and administrative costs including
pricing and custody services.
Example Expenses helps you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The table does not take into account any
expense reduction arrangements discussed in the footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:
o $10,000 initial investment
o 5% total return for each year
o Fund operating expenses remain the same
o No expense reductions in effect
- ------------------------------------
- --------------------------------------------------------------------------------
Average Annual Total Returns -- for periods ended December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Since Inception
1 Year (September 19, 1994)
- -------------------------------------------------------
<S> <C> <C>
Class A (%) 10.03 14.69
- -------------------------------------------------------
Class B (%) 9.96 15.18
- -------------------------------------------------------
Class C (%) 14.01 15.48
- -------------------------------------------------------
S&P Index (%) 28.60 N/A
- -------------------------------------------------------
Lehman Index (%) 9.47 N/A
- -------------------------------------------------------
Lipper Average (%) 13.48 N/A
</TABLE>
YOUR EXPENSES
- --------------------------------------------------------------------------------
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describe the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.
- --------------------------------------------------------------------------------
Shareholder Fees (paid directly from your investment)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 4.75 0.00 0.00
- ---------------------------------------------------------------------------------------------
Maximum deferred sales charge (load) on redemptions (%)
(as a percentage of the offering price) 1.00(2) 5.00 1.00
- ---------------------------------------------------------------------------------------------
Redemption fee (1) (as a percentage of amount
redeemed, if applicable) None None None
</TABLE>
- --------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted directly from Fund assets)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Management fee (%) 0.70 0.70 0.70
- ---------------------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%)(4) 0.35(3) 1.00 1.00
- ---------------------------------------------------------------------------------------------
Other expenses (%) 0.45 0.45 0.45
- ---------------------------------------------------------------------------------------------
Total annual fund operating expenses (%)(4) 1.50 2.15 2.15
</TABLE>
----
5
<PAGE>
- --------------------------------------------------------------------------------
Example Expenses (your actual costs may be higher or lower)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class A $620 $927 $1,255 $2,180
- ----------------------------------------------------------------------------------
Class B: did not sell your shares $218 $673 $1,154 $2,318
sold all your shares at
the end of the period $718 $973 $1,354 $2,318
- ----------------------------------------------------------------------------------
Class C: did not sell your shares $218 $673 $1,154 $2,483
sold all your shares at
the end of the period $318 $673 $1,154 $2,483
</TABLE>
(1) There is a $7.50 charge for wiring sale proceeds to your bank.
(2) This charge applies only to purchases of $1 million to $5 million if shares
obtained through these purchases are redeemed within 18 months after
purchase.
(3) Expense information has been restated to reflect current fees.
(4) The Fund's distributor has agreed to volunatrily waive a portion of the
distribution fee for Class A shares. As a result, the actual distribution
and service (12b-1) fees for Class A shares were 0.30% and the total
annual fund operating expenses for Class A shares was 1.45%.
--------
6
<PAGE>
- --------------------------------------------------------------------------------
Your Account
- --------------------------------------------------------------------------------
INVESTMENT MINIMUMS(1)
Initial Investment.....................................................$1,000
Subsequent Investments....................................................$50
Automatic Purchase Plans..................................................$50
Retirement Plans..........................................................$25
- -----------------------------------------------------------------------------
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you establish an appropriate investment
portfolio, buy shares and monitor your investments. When the Fund receives your
purchase request in "good form," your shares will be bought at the next
calculated public offering price. In "good form" means that you placed your
order with your brokerage firm or your payment has been received and your
application is complete, including all necessary signatures.
- --------------------------------------------------------------------------------
Outlined below are various ways you can purchase shares:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your Your financial advisor can help you establish your account and buy Fund shares
financial advisor on your behalf.
- --------------------------------------------------------------------------------------------------
By check For new accounts, send a completed application and check made payable to
(new account) the Fund to thetransfer agent, Liberty Funds Services, Inc., P.O. Box 1722,
Boston, MA 02105-1722.
- --------------------------------------------------------------------------------------------------
By check For existing accounts, fill out and return the additional investment stub
(existing account) included in your quarterly statement, or send a letter of instruction including
your Fund name and account number with a check made payable to the Fund
to Liberty Funds Services, Inc., P.O. Box 1722, Boston, MA 02105-1722.
- --------------------------------------------------------------------------------------------------
By exchange You may acquire shares by exchanging shares you own in one fund for shares
of the same class of the Fund at no additional cost. To exchange by telephone,
call 1-800-422-3737.
- --------------------------------------------------------------------------------------------------
By wire You may purchase shares by wiring money from your bank account to your
fund account. To wire funds to your fund account, call 1-800-422-3737 to
obtain a control number and the wiring instructions.
- --------------------------------------------------------------------------------------------------
By electronic You may purchase shares by electronically transferring money from your bank
funds transfer account to your fund account by calling 1-800-422-3737. Your money may
(EFT) take up to two business days to be invested. You must set up this feature prior to
your telephone request. Be sure to complete the appropriate section of the
application.
- --------------------------------------------------------------------------------------------------
Automatic You may make monthly or quarterly investments automatically from your
investment plan bank account to your fund account. You can select a pre-authorized amount to
be sent via EFT. Be sure to complete the appropriate section of the application
for this feature.
- --------------------------------------------------------------------------------------------------
By dividend You may automatically invest dividends distributed by one fund into the same
diversification class of shares of another fund at no additional sales charge. To invest your
dividends in another fund, call 1-800-345-6611.
</TABLE>
(1) The Fund reserves the right to change the investment minimums. The Fund
also reserves the right to refuse a purchase order for any reason,
including if it believes that doing so would be in the best interest of
the Fund and its shareholders.
--------
7
<PAGE>
Your Account
CHOOSING A SHARE CLASS
The Fund offers three classes of shares in this prospectus -- Class A, B and C.
Each share class has its own sales charge and expense structure. Determining
which share class is best for you depends on the dollar amount you are investing
and the number of years for which you are willing to invest. Purchases of more
than $250,000 but less than $1 million can be made only in Class A or Class C
shares. Purchases of $1 million or more are automatically invested in Class A
shares. Based on your personal situation, your investment advisor can help you
decide which class of shares makes the most sense for you.
- ----------------------------------------------------------------------------
SALES CHARGES
- --------------------------------------------------------------------------------
You may be subject to an initial sales charge when you purchase, or a contingent
deferred sales charge (CDSC) when you sell, shares of the Fund. These sales
charges are described below. In certain circumstances these sales charges are
waived, as described below and in the SAI.
Class A shares Your purchases of Class A shares generally are at the Public
Offering Price (POP). This price includes a sales charge that is based on the
amount of your initial investment when you open your account. The sales charge
you pay on additional investments is based on the total amount of your purchase
and the current value of your account. The amount of the sales charge differs
depending on the amount you invest as shown in the table below. The table
below also show the commission paid to the financial advisor firm on sales of
Class A shares.
- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
% of
offering
As a % of price
the Public As a % retained by
Offering of your financial
Amount of Purchase Price (POP) investment advisor firm
<S> <C> <C> <C>
Less than $50,000 4.75 4.99 4.25
- -----------------------------------------------------------------------------------
$50,000 to less than $100,000 4.50 4.71 4.00
- -----------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50 3.63 3.00
- -----------------------------------------------------------------------------------
$250,000 to less than $500,000 2.50 2.56 2.00
- -----------------------------------------------------------------------------------
$500,000 to less than $1,000,000 2.00 2.04 1.75
- -----------------------------------------------------------------------------------
$1,000,000 or more(1) 0.00 0.00 0.00
</TABLE>
(1) Redemptions from Class A share accounts with shares valued between $1
million and $5 million may be subject to a CDSC. Class A share purchases
that bring your account value above $1 million are subject to a 1% CDSC if
redeemed within 18 months of their purchase date. The 18-month period
begins on the first day of the month following each purchase.
--------
8
<PAGE>
Your Account
UNDERSTANDING CONTINGENT DEFERRED SALES CHARGES (CDSC)
Certain investments in Class A, B and C shares are subject to a CDSC. You will
pay the CDSC only on shares you sell within a certain amount of time after
purchase. The CDSC generally declines each year until there is no charge for
selling shares. The CDSC is applied to the NAV at the time of purchase or sale,
whichever is lower. For purposes of calculating the CDSC, the start of the
holding period is the month-end of the month in which the purchase is made.
Shares you purchase with reinvested dividends or capital gains are not subject
to a CDSC. When you place an order to sell shares, the Fund will automatically
sell first those shares not subject to a CDSC and then those you have held the
longest. This policy helps reduce and possibly eliminate the potential impact
of the CDSC.
- ------------------------------------
Class A Shares For Class A share purchases of $1 million or more, financial
advisors receive a commission from the Fund's distributor, Liberty Funds
Distributor, Inc. (LFD), as follows:
- --------------------------------------------------------------------------------
Purchases Over $1 Million
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Amount Purchased Commission %
<S> <C>
First $3 million 1.00
- --------------------------------------------------------------------------------
Next $2 million 0.50
- --------------------------------------------------------------------------------
Over $5 million 0.25(1)
</TABLE>
Reduced Sales Charges for Larger Investments There are two ways for you to pay a
lower sales charge when purchasing Class A shares. The first is through Rights
of Accumulation. If the combined value of the Fund accounts maintained by you,
your spouse or your minor children reaches a discount level (according to the
chart on the previous page), your next purchase will receive the lower sales
charge. The second is by signing a Statement of Intent within 90 days of
your purchase. By doing so, you would be able to pay the lower sales charge on
all purchases by agreeing to invest a total of at least $50,000 within 13
months. If your Statement of Intent purchases are not completed within 13
months, you will be charged the applicable sales charge. In addition, certain
investors may purchase shares at a reduced sales charge or net asset value
(NAV), which is the value of a fund share excluding any sales charges. See the
SAI for a description of these situations.
Class B shares Your purchases of Class B shares are at the Fund's NAV. Class B
shares have no front-end sales charge, but carry a CDSC, or back-end charge,
that is imposed only on shares sold prior to the completion of the periods shown
in the chart below. The CDSC generally declines each year and eventually
disappears over time. Class B shares automatically convert to Class A shares
after eight years. LFD pays the financial advisor firm an upfront commission of
5.00% on sales of Class B shares.
- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
% deducted when
Holding period after purchase shares are sold
<S> <C>
Through first year 5.00
- --------------------------------------------------------------------------------
Through second year 4.00
- --------------------------------------------------------------------------------
Through third year 3.00
- --------------------------------------------------------------------------------
Through fourth year 3.00
- --------------------------------------------------------------------------------
Through fifth year 2.00
- --------------------------------------------------------------------------------
Through sixth year 1.00
- --------------------------------------------------------------------------------
Longer than six years 0.00
</TABLE>
(1) Paid over 12 months but only to the extent the shares remain outstanding.
----
9
<PAGE>
Your Account
Class C shares Similar to Class B shares, your purchases of Class C shares are
at the Fund's NAV. Although Class C shares have no front-end sales charge, they
carry a CDSC of 1% that is applied to shares sold within the first year after
they are purchased. After holding shares for one year, you may sell them at any
time without paying a CDSC. LFD pays the financial advisor firm an upfront
commission of 1.00% on sales of Class C shares.
- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years after purchase % deducted when shares are sold
<S> <C>
Through first year 1.00
- --------------------------------------------------------------------------------
Longer than one year 0.00
</TABLE>
HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
You may exchange your shares for shares of the same share class of another fund
distributed by LFD at NAV. If your shares are subject to a CDSC, you will not be
charged a CDSC upon the exchange. However, when you sell the shares acquired
through the exchange, the shares sold may be subject to a CDSC, depending upon
when you originally purchased the shares you exchanged. For purposes of
computing the CDSC, the length of time you have owned your shares will be
computed from the date of your original purchase and the applicable CDSC will be
the CDSC of the original fund. Unless your account is part of a tax-deferred
retirement plan, an exchange is a taxable event. Therefore, you may realize a
gain or a loss for tax purposes. The Fund may terminate your exchange privilege
if the advisor determines that your exchange activity is likely to adversely
impact the advisor's ability to manage the Fund. To exchange by telephone, call
1-800-422-3737.
HOW TO SELL SHARES
- --------------------------------------------------------------------------------
Your financial advisor can help you determine if and when you should sell your
shares. You may sell shares of the Fund on any regular business day that the New
York Stock Exchange (NYSE) is open.
When the Fund receives your sales request in "good form," shares will be sold at
the next calculated price. In "good form" means that money used to purchase your
shares is fully collected. When selling shares by letter of instruction, "good
form" means (i) your letter has complete instructions, the proper signatures and
signature guarantees, (ii) you have included any certificates for shares to be
sold and (iii) any other required documents are attached. For additional
documents required for sales by corporations, agents, fiduciaries and surviving
joint owners, please call 1-800-345-6611. Retirement Plan accounts have special
requirements, please call 1-800-799-7526 for more information.
The Fund will generally send proceeds from the sale to you within seven days.
However, if you purchased your shares by check, the Fund may delay sending the
proceeds for up to 15 days after your initial purchase to protect against checks
that are returned.
----
10
<PAGE>
Your Account
- --------------------------------------------------------------------------------
Outlined below are the various options for selling shares:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Method Instructions
<S> <C>
Through your You may call your financial advisor to place your sell order. To receive the
financial advisor current trading day's price, your financial advisor firm must receive your request
prior to the close of the NYSE, usually 4:00 p.m. Eastern time.
- ---------------------------------------------------------------------------------------------------------
By exchange You or your financial advisor may sell shares by exchanging from the Fund into
the same share class of another fund at no additional cost. To exchange by
telephone, call 1-800-422-3737.
- ---------------------------------------------------------------------------------------------------------
By telephone You or your financial advisor may sell shares by telephone and request that a
check be sent to your address of record by calling 1-800-422-3737. The dollar
limit for telephone sales is $100,000 in a 30-day period. You do not need to
set up this feature in advance of your call.
- ---------------------------------------------------------------------------------------------------------
By mail You may send a signed letter of instruction (LOI) or stock power form along with
any certificates to be sold to the address below. In your LOI, note your fund's
name, share class, account number, and the dollar value or number of shares you
wish to sell. All account owners must sign the letter, and signatures must be
guaranteed by either a bank, a member firm of a national stock exchange or
another eligible guarantor institution. Additional documentation is required for
sales by corporations, agents, fiduciaries, surviving joint owners and individual
retirement account (IRA) owners. For details, call 1-800-345-6611.
Mail your LOI to Liberty Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
- ---------------------------------------------------------------------------------------------------------
By wire You may sell shares and request that the proceeds be wired to your bank. You
must set up this feature prior to your telephone request. Be sure to complete
the appropriate section of the account application for this feature.
- ---------------------------------------------------------------------------------------------------------
By electronic You may sell shares and request that the proceeds be electronically transferred
funds transfer to your bank. Proceeds may take up to two business days to be received by
your bank. You must set up this feature prior to your request. Be sure to
complete the appropriate section of the account application for this feature.
</TABLE>
DISTRIBUTION AND SERVICE FEES
- --------------------------------------------------------------------------------
The Fund has adopted a plan under Rule 12b-1 that permits it to pay marketing
and other fees to support the sale and distribution of Class A, B and C shares
and the services provided to you by your financial advisor. These annual
distribution and service fees may equal up to 0.35% for Class A shares and 1.00%
for each of Class B and Class C shares and are paid out of the assets of these
classes. Over time, these fees will increase the cost of your shares and may
cost you more than paying other types of sales charges.(1)
(1) Class B shares automatically convert to Class A after eight years,
eliminating a portion of the distribution fee.
--------
11
<PAGE>
Your Account
OTHER INFORMATION ABOUT YOUR ACCOUNT
- --------------------------------------------------------------------------------
How the Fund's Share Price is Determined The price of each class of the Fund's
shares is based on its NAV. The NAV is determined at the close of the NYSE,
usually 4:00 p.m. Eastern time, on each business day that the NYSE is open
(typically Monday through Friday).
When you request a transaction, it will be processed at the NAV (plus any
applicable sales charges) next determined after your request is received in good
form by LFD. In most cases, in order to receive that day's price, LFD must
receive your order before that day's transactions are processed. If you request
a transaction through your financial advisor's firm, the firm must receive your
order by the close of trading on the NYSE to receive that day's price.
The Fund determines its NAV for each share class by dividing its total net
assets by the number of shares outstanding. In determining the NAV, the Fund
must determine the price of each security in its portfolio at the close of each
trading day. Securities for which market quotations are available are valued
each day at the current market value. However, where market quotations are
unavailable, or when the advisor believes that subsequent events have made them
unreliable, the Fund may use other data to determine the fair value of the
securities.
You can find the daily price of many share classes for the Fund in most major
daily newspapers. You can find daily prices for all share classes by visiting
the Fund's web site at www.libertyfunds.com.
Account Fees If your account value falls below $1,000 (other than as a result of
depreciation in share value), you may be subject to an annual account fee of
$10. This fee is deducted from the account in June each year. Approximately 60
days prior to the fee date, the Fund's transfer agent will send you written
notification of the upcoming fee. If you add money to your account and bring the
value above $1,000 prior to the fee date, the fee will not be deducted.
Share Certificates Share certificates are not available for Class B and C
shares. Certificates will be issued for Class A shares only if requested. If you
decide to hold share certificates, you will not be able to sell your shares
until you have endorsed your certificates and returned them to LFD.
----
12
<PAGE>
Your Account
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may
experience capital gains and losses on sales of its securities. The Fund
distributes substantially all of its net investment income and capital gains to
shareholders. As a shareholder, you are entitled to a portion of the Fund's
income and capital gains based on the number of shares you own at the time these
distributions are declared.
- ------------------------------------
Dividends, Distributions, and Taxes The Fund has the potential to make the
following distributions:
- --------------------------------------------------------------------------------
Types of Distributions
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Dividend/Ordinary Represents interest and dividends earned from securities held by the
income Fund.
- ----------------------------------------------------------------------------------------
Capital gains Represents capital gains on sales of securities.
</TABLE>
Distribution Options The Fund distributes any dividends quarterly and capital
gains at least annually. You can choose one of the following options for these
distributions when you open your account.(1) To change your distribution option
call 1-800-345-6611.
- --------------------------------------------------------------------------------
Distribution Options
- --------------------------------------------------------------------------------
Reinvest all distributions in additional shares of your current fund
- --------------------------------------------------------------------------------
Reinvest all distributions in shares of another fund
- --------------------------------------------------------------------------------
Receive dividends in cash and reinvest capital gains(2)
- --------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(2)
o send the check to your address of record
o send the check to a third party address
o transfer the money to your bank via electronic funds transfer (EFT)
Tax Consequences Regardless of whether you receive your distributions in cash or
reinvest them in additional Fund shares, all Fund distributions are subject to
federal income tax. Depending on the state where you live, distributions may
also be subject to state and local income taxes.
In general, any dividends and short-term capital gains distributions are taxable
as ordinary income. Distributions of long-term capital gains are generally
taxable as capital gains. You will be provided with information each year
regarding the amount of ordinary income and capital gains distributed to you for
the previous year and any portion of your distributions which is exempt from
state and local taxes. Your investment in the Fund may have additional personal
tax implications. Please consult your tax advisor on state, local or other
applicable tax laws.
In addition to the dividends and capital gains distributions made by the Fund,
you may realize a capital gain or loss when selling and exchanging shares of the
Fund. Such transactions may be subject to federal income tax.
(1) If you do not indicate on your application your preference for handling
distributions, the Fund will automatically reinvest all distributions in
additional shares of the Fund.
(2) Distributions of $10 or less will automatically be reinvested in additional
Fund shares. If you elect to receive distributions by check and the check is
returned as undeliverable, or if you do not cash a distribution check within
six months of the check date, the distribution will be reinvested in
additional shares of the Fund.
----
13
<PAGE>
- --------------------------------------------------------------------------------
Managing the Fund
- --------------------------------------------------------------------------------
INVESTMENT ADVISOR
- --------------------------------------------------------------------------------
Colonial Management Associates, Inc. (Colonial), located at One Financial
Center, Boston, Massachusetts 02111, is the Fund's investment advisor. In its
duties as investment advisor, Colonial runs the Fund's day-to day business,
including placing all orders for the purchase and sale of the Fund's portfolio
securities. Colonial has been an investment advisor since 1931. As of January
31, 1999, Colonial managed over $ 17 billion in assets.
Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory business of its affiliate, Stein Roe
& Farnham Incorporated (Stein Roe), by a combined management team of employees
from both companies. Stein Roe also shares personnel, facilities and systems
with Colonial that may be used in providing administrative services to the Fund.
Both Colonial and Stein Roe are subsidiaries of Liberty Financial Companies,
Inc.
For the 1998 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.70% of average daily net assets of the Fund.
Colonial can use the services of AlphaTrade Inc., an affiliated broker-dealer,
when buying or selling equity securities for the Fund's portfolio, pursuant to
procedures adopted by the Board of Trustees.
PORTFOLIO MANAGERS
- --------------------------------------------------------------------------------
Carl C. Ericson, Senior Vice President, Director and Manager of the Taxable
Fixed Income Group of Colonial, has co-managed the Fund since its inception in
1994 and has been employed by Colonial as a portfolio manager since 1985.
Gita Rao, Vice President of Colonial, has co-managed the Fund since 1997 and has
been employed by Colonial as a portfolio manager since 1995. Prior to joining
Colonial, Ms. Rao was a global equity research analyst for Fidelity Management &
Research Company from 1994 to 1995 and a Vice President in the domestic equity
research group at Kidder, Peabody and Company from 1991 to 1994.
----
14
<PAGE>
- --------------------------------------------------------------------------------
Other Investment Strategies and Risks
- --------------------------------------------------------------------------------
UNDERSTANDING THE FUND'S OTHER INVESTMENTS AND RISKS
The Fund's primary investments and its risks are described under "The
Fund--Primary Investment Strategies and Primary Risks." In seeking to meet its
investment goals, the Fund may also invest in other securities and investment
techniques. These securities and investment techniques offer certain
opportunities and carry various risks.
The fund may elect not to buy all of these securities or use all of these
techniques to the fullest extent permitted, unless it believes that doing so
will help the Fund achieve its investment goals.
- ------------------------------------
HEDGING STRAGETIES
- --------------------------------------------------------------------------------
The Fund may enter into a number of hedging strategies, including futures and
options, to gain or reduce exposure to particular securities or markets. These
strategies, which are commonly referred to as derivatives, involve the use of
financial instruments whose value derives from the future, not current
performance of an underlying security, an index or a currency. The Fund will use
these strategies for hedging purposes (attempting to offset a potential loss in
one position by establishing an interest in an opposite position) in connection
with the Fund's bond holdings or to adjust the duration of the Fund's bond
holdings. Hedging strategies involve the risk that they may exaggerate a loss,
potentially losing more money than the actual cost of the security, or limit a
potential gain. Also, with some hedging strategies there is the risk that the
other party to the transaction may fail to honor its contract terms, causing a
loss to the Fund.
YEAR 2000 COMPLIANCE
- --------------------------------------------------------------------------------
Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the advisor and other service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Fund's advisor,
administrator, distributor, and transfer agent (Liberty Companies) are taking
steps that they believe are reasonably designed to address the Year 2000
Problem, including working with vendors who furnish services, software and
systems to the Fund, to provide that date-related information and data can be
properly processed after January 1, 2000. Many Fund service providers and
vendors, including the Liberty Companies, are in the process of making Year 2000
modifications to their software and systems and believe that such modifications
will be completed on a timely basis prior to January 1, 2000. 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.
----
15
<PAGE>
- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------
The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last five fiscal
years, which run from November 1 to October 31. Certain information reflects
financial results for a single fund share. The total returns in the table
represent the performance that you would have earned (or lost) on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report along with the Fund's financial statements is included
in the Fund's annual report. You can request a free annual report by calling
1-800-426-3750.
- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Yearss Ended October 31
-----------------------
1998 1997
Class A Class B Class C Class A Class B Class C(b)
------- ------- ------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period ($) 14.450 14.430 14.450 12.910 12.890 12.910
- ---------------------------------------------------------------------------------------------------------------------
Income from Investment Operations ($)
Net investment income (a)(c) 0.418 0.350 0.350 0.404 0.342 0.342
- ---------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) 0.890 0.882 0.891 1.762 1.766 1.766
- ---------------------------------------------------------------------------------------------------------------------
Total from Investment Operations 1.308 1.232 1.241 2.166 2.108 2.108
- ---------------------------------------------------------------------------------------------------------------------
Less Distributions Declared to Shareholders ($)
From net investment income (0.440) (0.374) (0.373) (0.393) (0.335) (0.335)
- ---------------------------------------------------------------------------------------------------------------------
From net realized gains (loss) (0.148) (0.148) (0.148) (0.233) (0.233) (0.233)
- ---------------------------------------------------------------------------------------------------------------------
Total Distributions Declared to
Shareholders (0.588) (0.522) (0.521) (0.626) (0.568) (0.568)
- ---------------------------------------------------------------------------------------------------------------------
Net asset value --
End of period ($) 15.170 15.140 15.170 14.450 14.430 14.450
- ---------------------------------------------------------------------------------------------------------------------
Total return (%)(d)(e) 9.25 8.71 8.76 17.24 16.77 16.75
- ---------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets (%)
Expenses(f) 1.69 2.14 2.14 1.65 2.10 2.10
- ---------------------------------------------------------------------------------------------------------------------
Net investment income(f) 2.76 2.31 2.31 2.93 2.48 2.48
- ---------------------------------------------------------------------------------------------------------------------
Fees and expenses waived or borne by the
Advisor(f) 0.01 0.01 0.01 0.09 0.09 0.09
- ---------------------------------------------------------------------------------------------------------------------
Portfolio turnover 51 51 51 45 45 45
- ---------------------------------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 53,639 105,513 8,268 45,736 77,005 6,388
- ---------------------------------------------------------------------------------------------------------------------
(a) Net of fees and expenses waived or borne
by the Advisor which amounted to ($): 0.001 0.001 0.001 0.013 0.013 0.013
- ---------------------------------------------------------------------------------------------------------------------
<CAPTION>
Years Ended October 31
----------------------
1996
Class A Class B Class C
------- ------- -------
<S> <C> <C> <C>
Net asset value --
Beginning of period ($) 11.650 11.640 11.650
- --------------------------------------------------------------------------------
Income from Investment Operations ($)
Net investment income (a)(c) 0.369 0.314 0.314
- --------------------------------------------------------------------------------
Net realized and unrealized gain (loss) 1.264 1.260 1.258
- --------------------------------------------------------------------------------
Total from Investment Operations 1.633 1.574 1.572
- --------------------------------------------------------------------------------
Less Distributions Declared to Shareholders ($)
From net investment income (0.333) (0.284) (0.272)
- --------------------------------------------------------------------------------
From net realized gains (loss) (0.040) (0.040) (0.040)
- --------------------------------------------------------------------------------
Total Distributions Declared to
Shareholders (0.373) (0.324) (0.312)
- --------------------------------------------------------------------------------
Net asset value --
End of period ($) 12.910 12.890 12.910
- --------------------------------------------------------------------------------
Total return (%)(d)(e) 14.24 13.71 13.68
- --------------------------------------------------------------------------------
Ratios to Average Net Assets (%)
Expenses(f) 1.65 2.10 2.10
- --------------------------------------------------------------------------------
Net investment income(f) 2.99 2.54 2.54
- --------------------------------------------------------------------------------
Fees and expenses waived or borne by the
Advisor(f) 0.19 0.19 0.19
- --------------------------------------------------------------------------------
Portfolio turnover 59 59 59
- --------------------------------------------------------------------------------
Net assets at end of period (000) ($) 25,580 40,065 3,554
- --------------------------------------------------------------------------------
(a) Net of fees and expenses waived or borne
by the Advisor which amounted to ($): 0.023 0.023 0.023
- --------------------------------------------------------------------------------
</TABLE>
(b) Class D shares were redesignated Class C shares on July 1, 1997.
(c) Per share data was calculated using average shares outstanding during the
period.
(d) Total return at net asset value assuming no initial sales charge or
contingent deferred sales charge.
(e) Had the advisor not waived or reimbursed a portion of expenses, total
return would have been reduced.
(f) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
--------
16
<PAGE>
- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended October 31
---------------------
1995
Class A Class B Class C
------- ------- -------
<S> <C> <C> <C>
Net asset value --
Beginning of period ($) 9.910 9.900 9.900
- -------------------------------------------------------------------------------------------
Income from Investment Operations ($)
Net investment income(a)(c) 0.325 0.277 0.277
- -------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) 1.764 1.769 1.774
- -------------------------------------------------------------------------------------------
Total from Investment Operations 2.089 2.046 2.051
- -------------------------------------------------------------------------------------------
Less Distributions Declared to
Shareholders ($)
From net Investment income (0.349) (0.306) (0.301)
- -------------------------------------------------------------------------------------------
Net asset value --
End of period ($) 11.650 11.640 11.650
- -------------------------------------------------------------------------------------------
Total return (%)(d)(e) 21.47 21.00 21.04
- -------------------------------------------------------------------------------------------
Ratios to Average Net Assets (%)
Expenses 1.65(g) 2.10(g) 2.10(g)
- -------------------------------------------------------------------------------------------
Net investment income 3.05(g) 2.60(g) 2.60(g)
- -------------------------------------------------------------------------------------------
Fees waived or borne by
the Advisor 0.43(g) 0.43(g) 0.43(g)
- -------------------------------------------------------------------------------------------
Portfolio turnover 49 49 49
- -------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 16,346 18,284 4,164
- -------------------------------------------------------------------------------------------
(a) Net of fees and expenses waived or
borne by the Advisor which amounted to ($): 0.042 0.042 0.042
- -------------------------------------------------------------------------------------------
<CAPTION>
Period Ended October 31
-----------------------
1994(b)
Class A Class B Class C
------- ------- -------
<S> <C> <C> <C>
Net asset value --
Beginning of period ($) 10.000 10.000 10.000
- -------------------------------------------------------------------------------------------
Income from Investment Operations ($)
Net investment income(a)(c) 0.035 0.029 0.029
- -------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) (0.125) (0.129) (0.129)
- --------------------------------------------------------------------------------------------
Total from Investment Operations (0.090) (0.100) (0.100)
- -------------------------------------------------------------------------------------------
Less Distributions Declared to
Shareholders ($)
From net Investment income -- -- --
- -------------------------------------------------------------------------------------------
Net asset value --
End of period ($) 9.910 9.900 9.900
- -------------------------------------------------------------------------------------------
Total return (%)(d)(e) (0.90)(f) (1.00)(f) (1.00)(f)
- -------------------------------------------------------------------------------------------
Ratios to Average Net Assets (%)
Expenses 1.65(h) 2.10(h) 2.10(h)
- -------------------------------------------------------------------------------------------
Net investment income 3.01(h) 2.56(h) 2.56(h)
- -------------------------------------------------------------------------------------------
Fees waived or borne by
the Advisor 0.35(h) 0.35(h) 0.35(h)
- -------------------------------------------------------------------------------------------
Portfolio turnover 0 0 0
- -------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 6,394 6,332 2,231
- -------------------------------------------------------------------------------------------
(a) Net of fees and expenses waived or
borne by the Advisor which amounted to ($): 0.004 0.004 0.004
- -------------------------------------------------------------------------------------------
</TABLE>
(b) The Fund commenced investment operations on September 19, 1994.
(c) Per share data was calculated using average shares outstanding during the
period.
(d) Total return at net asset value assuming no initial sales charge or
contingent deferred sales charge.
(e) Had the advisor not waived or reimbursed a portion of expenses, total
return would have been reduced.
(f) Not annualized.
(g) The benefits derived from custody credits and directed brokerage
arrangements had no impact. Prior years' ratios are net of benefits
received, if any.
(h) Annualized.
--------
17
<PAGE>
FOR MORE INFORMATION
- --------------------------------------------------------------------------------
You can get more information about the Fund's investments in the Fund's
semi-annual and annual reports to shareholders. The annual report contains a
discussion of the market conditions and investment strategies that significantly
affected the Fund's performance over its last fiscal year.
You may wish to read the SAI for more
information on the Fund and the securities in which it invests. The SAI is
incorporated into this prospectus by reference, which means that it is
considered to be part of this prospectus.
You can get free copies of reports and the SAI, request other information and
discuss your questions about the Fund by writing or calling the Fund's
Distributor at:
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621
1-800-426-3750
www.libertyfunds.com
Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.
You can review and copy information about the Fund by visiting the following
location, and you can obtain copies, upon payment of a duplicating fee, by
writing or calling the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.
Investment Company Act file numbers:
Colonial Trust III: 811-00881
o Colonial Strategic Balanced Fund
- --------------------------------------------------------------------------------
[Liberty Logo]
Liberty Funds Distributor, Inc. (c) 1999
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com
SB-01/644G-0299
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet Pursuant to 481(a)
(Crabbe Huson Managed Income & Equity Fund)
(The Crabbe Huson Special Fund)
(Crabbe Huson Equity Fund)
(Crabbe Huson Small Cap Fund)
(Crabbe Huson ContrarianIncome Fund)
(Crabbe Huson Real Estate Investment Fund)
(Crabbe Huson Oregon Tax-Free Fund)
<TABLE>
<CAPTION>
Item Number of Form N-1A Statement of Additional Information Location or Caption
Part B
<S> <C>
10. Cover Page; Table of Contents
11. Organization and History
12. Investment Objective and Policies; Fundamental Investment
Policies; Other Investment Policies; Portfolio Turnover;
Miscellaneous Investment Practices
13. Fund Charges and Expenses
14. Fund Charges and Expenses
15. Fund Charges and Expenses
16. Fund Charges and Expenses; Management of the Funds
17. Organization and History; Fund Charges and Expenses;
Shareholder Meetings; Shareholder Liability
18. 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
19. Taxes
20. Fund Charges and Expenses; Management of the Fund
21. Fund Charges and Expenses Investment Performance;
Performance Measures
22. Independent Accountants
</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
March 1, 1999
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 March 1, 1999 and
the Funds' most recent Annual Report dated October 31, 1998. This SAI should be
read together with the Prospectuses. Investors may obtain a free copy of a
Prospectus and Annual Report from Liberty Funds Distributor, Inc. (LFD), One
Financial Center, Boston, MA 02111-2621. The financial statements and
Independent Auditors' Report appearing in the Funds' October 31, 1998 Annual
Report are incorporated in this SAI by reference.
The financial statements and Report of Independent Auditors appearing in the
October 31, 1998 Annual Report, are incorporated in this SAI by reference.
Part 1 of this SAI contains specific information about the Funds. Part 2
includes information about the funds distributed by LFD generally and additional
information about certain securities and investment techniques described in the
Funds' Prospectuses.
TABLE OF CONTENTS
Part 1 Page
Definitions
Organization and History
Investment Objective and Policies
Fundamental Investment Policies
Other Investment Policies
Tax Considerations of the Oregon Tax-Free Fund
Portfolio Turnover
Fund Charges and Expenses
Investment Performance
Custodian
Independent Auditors
Part 2
Miscellaneous Investment Practices
Taxes
Management of the Funds
Determination of Net Asset Value
How to Buy Shares
Special Purchase Programs/Investor Services
Programs for Reducing or Eliminating Sales Charges
How to Sell Shares
Distributions
How to Exchange Shares
Suspension of Redemptions
Shareholder Liability
Shareholder Meetings
Performance Measures
Appendix I
Appendix II
<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
March 1, 1999
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
"LFD" Liberty Funds Distributor, Inc., the
Funds' distributor
"LFSI" Liberty Funds Services, Inc., the Funds'
shareholder services and transfer agent
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 Part 2 of this SAI 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 Fund's predecessor
series, other than the Special Fund's predecessor whose shareholders met on
December 21, 1998, 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 those designated
as "Primary Class", or Class I shares for those designated as "Institutional
Class," of the successor series equal in net asset value to the shares of the
predecessor series they held. See Part 2 of this SAI for more information.
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 utilized by the Funds:
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
Lower Rated Debt Securities Foreign Currency Transactions
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 October 19, 1998, Crabbe Huson Income Fund's name was changed to
Crabbe Huson Contrarian Income Fund and Crabbe Huson Asset Allocation Fund's
name was 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 cannot 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.
TAX CONSIDERATIONS OF THE OREGON TAX-FREE FUND
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, Oregon Revised Statutes Section
317.309(2) 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 "Financial Highlights."
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, the Income Fund pays 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 and the Oregon Tax-Free Fund pays a monthly
fee at the annual rate of 0.13% of the average daily net assets attributable to
each class of 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.
The following information relates to expenses of each Fund's predecessor under
agreements in effect generally prior to October 19, 1998, and under the Funds'
current arrangements with the Advisor, Administrator, LFSI and LFD through
October 31, 1998. (dollars in thousands)
<TABLE>
<CAPTION>
Special Fund
Year ended October 31
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee $2,241 $3,610 $5,876
Fees waived by the Advisor/Administrator (834) (315) ----
Bookkeeping fee 40 N/A N/A
Administration fee 114 174 298
Shareholder servicing and transfer agent 593 729 1,114
fee
12b-1 fees - Class A 608 637 1,532
Small Cap Fund
Year ended October 31(b)
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee $1,160 $628 $66
Fees waived by the Advisor/Administrator (269) (124) (55)
Bookkeeping fee 14 N/A N/A
Administration fee 64 28 2
Shareholder servicing and transfer 21
agent fee - Class A 63 47
Shareholder servicing and transfer 1
agent fee - Class I 28 14
12b-1 fees - Class A 77 61 16
Real Estate Fund
Year ended October 31
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee $267 $312 $165
Fees waived by the Advisor/Administrator (114) (82) (63)
Bookkeeping fee 5 N/A N/A
Administration fee 11 13 6
Shareholder servicing and transfer agent fee 50 35 29
12b-1 fees - Class A 69 78 41
</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
Year ended October 31
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee $3,301 $3,617 $4,035
Fees waived by the Advisor/Administrator (136) (78) (2)
Bookkeeping fee 41 N/A N/A
Administration fee 172 178 168
Shareholder servicing and transfer
agent fee - Class A 357 349 400
Shareholder servicing and transfer
agent fee - Class I 19 12 1
12b-1 fees - Class A 849 965 1,142
Managed Fund
Year ended October 31
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee $1,185 $1,180 $1,355
Fees waived by the Advisor/Administrator (224) (162) (a)
Bookkeeping fee 16 N/A N/A
Administration fee 61 57 53
Shareholder servicing and transfer
agent fee - Class A 81 88 114
Shareholder servicing and transfer
agent fee - Class A 21 14 (a)
12b-1 fees 176 265 354
Oregon Tax-Free Fund
Year ended October 31
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee $132 $131 $139
Fees waived by the Advisor/Administrator (2) (31) (15)
Bookkeeping fee N/A N/A
Administration fee 11 11 11
Shareholder servicing and transfer agent 31 34 30
fee
12b-1 fees 45 44 60
Income Fund
Year ended October 31
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee $41 $28 $45
Fees waived by the Advisor/Administrator (86) (28) (45)
Bookkeeping fee 3 N/A N/A
Administration fee 2 2 2
Shareholder servicing and transfer
agent fee - Class A 22 24 25
Shareholder servicing and transfer
agent fee - Class A (a) N/A N/A
12b-1 fees 13 7 15
</TABLE>
(a) Rounds to less than $1.
(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 an aggregate of $100,000 per 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, 1998, the Equity Fund and Managed Fund
received total credits of $31,664.
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 Fund paid $101,225 in brokerage
commissions. 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 Fund paid $115,913 in brokerage
commissions. 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 fiscal year ended October 31, 1998, the Special Fund paid $486,983, the
Small Cap Fund paid $3,308,657, the Equity Fund paid $2,293,918, the Managed
Fund paid $447,992 and the Real Estate Fund paid $104,957 in brokerage
commissions. Neither the Oregon Fund nor the Income Fund paid brokerage
commissions during the period. Of the commissions paid during the fiscal year
ended October 31, 1998, the Equity Fund paid $51,138 and the Managed Fund paid
$3,906 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, who generally
served until October 19, 1998 (December 22, 1998 for the Special Fund), 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 S.W. 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 S.W. Morrison, Suite 1400, Portland, Oregon 97204. Ms.
Burgermeister is Treasurer of Crabbe Huson Securities, Inc. (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 S.W. 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.
CRAIG P. 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 where 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.
The following table sets forth compensation received by the former disinterested
directors of the Funds during the fiscal year ended October 31, 1998. 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>
Capps, Smith, Scherzer,
Wollenberg, Wyatt,
Directors Special Fund $4,776 $17,456
Real Estate Fund 493
Equity Fund 6,748
Managed Fund 2,158
Oregon Tax-Free Fund 463
Income Fund 77
U.S. Government Income Fund 73
U.S. Government Money Market Fund 504
Small Cap Fund (d) 2,164
</TABLE>
(c) Prior to October 19, 1998, 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.
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.
<PAGE>
The following individuals serve as Trustees for the Funds. Compensation amounts
reflect only the period from October 19 through October 31, 1998 (d):
<TABLE>
<CAPTION>
Trustee Aggregate Compensation From Fund:
Real Estate Equity Managed Oregon Tax-Free Income Small Cap
<S> <C> <C> <C> <C> <C> <C>
Robert J. Birnbaum (e) $11 $23 $16 $12 $11 $14
Tom Bleasdale (e) 11 23 16 12 11 14
John E. Carberry (f)(g) -0- -0- -0- -0- -0- -0-
Lora S. Collins (e) 11 23 16 12 11 14
James E. Grinnell (e) 11 23 16 12 11 14
Richard W. Lowry (e) 11 23 16 12 11 14
Salvatore Macera (h) -0- -0- -0- -0- -0- -0-
William E. Mayer (e) 11 23 16 12 11 14
James L. Moody, Jr. (e) 11 23 16 12 11 14
John J. Neuhauser (e) 11 23 16 12 11 14
Thomas E. Stitzel (h) -0- -0- -0- -0- -0- -0-
Robert L. Sullivan (e) 13 25 17 13 12 16
Anne-Lee Verville (e)(f) -0- -0- -0- -0- -0- -0-
</TABLE>
Total Compensation From The Fund
Complex Paid To The Trustees For The
Trustee Calendar Year Ended December 31, 1998 (i)
Robert J. Birnbaum $ 99,429
Tom Bleasdale 115,000 (j)
John E. Carberry -0-
Lora S. Collins 97,429
James E. Grinnell 103,071
Richard W. Lowry 98,214
Salvatore Macera 25,250
William E. Mayer 99,286
James L. Moody, Jr. 105,857 (k)
John J. Neuhauser 105,323
Thomas E. Stitzel 25,250
Robert L. Sullivan 104,100
Anne-Lee Verville 23,445 (l)
(d) The Fund does not currently provide pension or retirement plan benefits to
the Trustees.
(e) Elected by the shareholders of LVIT on October 30, 1998.
(f) Elected by the Trustees of the closed-end Colonial Funds on June 18, 1998
and by the shareholders of the open-end Colonial Funds on October 30, 1998.
(g) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial Companies, Inc. (Liberty Financial).
(h) Elected by the shareholders of the open-end Colonial Funds on October 30,
1998, and by the trustees of the closed-end Colonial Funds on December 17,
1998.
(i) On December 31, 1998, the complex consisted of 47 open-end management
investment portfolios in the Colonial Funds and 9 open-end management
investment portfolios in the Liberty Variable Investment Trust (LVIT)
(together, the Fund Complex).
(j) Includes $52,000 payable in later years as deferred compensation.
(k) Total compensation of $105,857 for the calendar year ended December 31,
1998 will be payable in later years as deferred compensation.
(l) Total compensation of $23,445 for the calendar year ended December 31, 1998
will be payable in later years as deferred compensation.
<PAGE>
For the fiscal year ended December 31, 1998, the Trustees received the following
compensation in their capacities as Trustees or Directors of the Liberty
All-Star Equity Fund and of the Liberty All-Star Growth Fund, Inc. (together,
Liberty All-Star Funds): (d)
Total Compensation From
Liberty All-Star Funds For The Calendar Year Ended
Trustee December 31, 1998 (m)
- ------- ---------------------
Robert J. Birnbaum $25,000
John E. Carberry (n) N/A
James E. Grinnell 25,000
Richard W. Lowry 25,000
William E. Mayer (o) 14,000
John J. Neuhauser (p) 25,000
(m) The Liberty All-Star Funds are advised by Liberty Asset Management Company
(LAMCO). LAMCO is a indirect wholly-owned subsidiary of Liberty Financial
(an intermediate parent of the Advisor).
(n) Elected by the trustees of the Liberty All-Star Funds on June 30, 1998.
(o) Elected by the shareholders of the Liberty All-Star Equity Fund on April
22, 1998 and by the trustees of the Liberty All-Star Growth Fund, Inc. on
December 17, 1998.
(p) Elected by the shareholders of the Liberty All-Star Funds on April 22,
1998.
Ownership of the Funds
The following information is as of January 31, 1999 and references the ownership
of 5% or more of the indicated class of shares of the Funds:
Special Fund, Class A:
Charles Schwab & Co., Inc., Special Custody A/C for the Benefit of its
Customers, Attn: Mutual Funds, 101 Montgomery Street, San Francisco, CA
94104-4122 -- 2,579,401 shares (25.46%)
Small Cap Fund, Class A:
Charles Schwab & Co., Inc., Special Custody A/C for the Benefit of its
Customers, Attn: Mutual Funds, 101 Montgomery Street, San Francisco, CA
94104-4122 -- 275,805 shares (20.75%)
Real Estate Fund, Class A:
Enele & Co., Dividend Reinvest, 1211 S.W. 5th Ave, Suite 1900, Portland OR,
97204-3719 - 338,890 shares (23.24%)
Charles Schwab & Co., Inc., Special Custody A/C for the Benefit of its
Customers, Attn: Mutual Funds, 101 Montgomery Street, San Francisco, CA
94104-4122 -- 466,217 shares (31.98%)
Real Estate Fund, Class C
Colonial Management Associates, Inc., One Financial Center, Boston, MA
02111-2621 - 95 shares (100.00%)
Real Estate Fund, Class Z
Colonial Management Associates, Inc., One Financial Center, Boston, MA
02111-2621 - 96 shares (86.90%)
Colonial Counselor Select Income Portfolio, C/O Christie McCullough, 245 Summer
Street, Boston, MA 02111 - 14.437 shares (13.10%)
Equity Fund, Class A:
Boston Safe Deposit & Trust Co., Agent for Dreyfus Trust Co., James Peluso,
Trustee, 1 Cabot Road, Medford, MA 02155-5141 - 1,439,546 shares (13.53%)
Equity Fund, Class B:
Colonial Management Associates, Inc., One Financial Center, Boston, MA
02111-2621 - 61 shares (100.00%)
Equity Fund, Class C:
Colonial Management Associates, Inc., One Financial Center, Boston, MA
02111-2621 - 61 shares (100.00%)
<PAGE>
Managed Fund, Class A:
Charles Schwab & Co., Inc., Special Custody A/C for the Benefit of its
Customers, Attn: Mutual Funds, 101 Montgomery
Street, San Francisco, CA 94104-4122 - 275,246 shares (5.90%)
Managed Fund, Class B:
Colonial Management Associates, Inc., One Financial Center, Boston, MA
02111-2621 - 78 shares (100.00%)
Managed Fund, Class C:
Colonial Management Associates, Inc., One Financial Center, Boston, MA
02111-2621 - 78 shares (100.00%)
Income Fund, Class A:
Investors Bank & Trust Co., Custodian for the IRA of James T. Reed, 813 Elm
Street, Birmingham, AL 35206-1629 - 23,101 shares (5.01%)
IBAK & Co., P.O. Box 1700, 102 South Clinton, Iowa City, IA 52244 - 107,664
shares (23.42%)
Enele & Co., Dividend Reinvest, 1211 S.W. 5th Ave, Suite 1900, Portland, OR
97204-3719 - 28,855 shares (6.27%)
Charles Schwab & Co., Inc., Special Custody A/C for the Benefit of its
Customers, Attn: Mutual Funds, 101 Montgomery
Street, San Francisco, CA 94104-4122 - 52,610 shares (11.45%)
Oregon Tax-Free Fund, Class A:
Charles Schwab & Co., Inc., Special Custody A/C for the Benefit of its
Customers, Attn: Mutual Funds, 101 Montgomery Street, San Francisco, CA
94104-4122 - 116,473 shares (5.91%)
Enele Co. 1211 S.W. 5th Ave., Suite 1900, Portland, OR 97204-3719 - 180,688
shares (9.17%)
Oregon Tax-Free Fund, Class B:
Colonial Management Associates, Inc., One Financial Center, Boston, MA
02111-2621 - 78 shares (100.00%)
Small Cap Fund, Class I:
Fleet National Bank Trustee, Eastern Maine Medical Pension Plan Dated 7-30-97,
Attn: 0003745930, P.O. Box 92800, Rochester, NY 14692-8900 - 370,948 shares
(5.56%)
AAAA Retirement Fund for Member Agencies, Wendy E. Jones, Trustee, Donald S.
Lewis, Trustee, 201 McCullough Drive, Suite 100, Charlotte, NC 28262-4345 -
1,317,431 shares (19.74%)
M&I Trust Co. Trustee, Neese/Crabbe Huson, 1000 N. Water Street, 14th Floor,
Milwaukee, WI 53202-6648 - 606,514 shares
(9.09%)
Union Colony Bank, Trustee, Weld County Pension Trust, P.O. Box 1647, Greeley,
CO 80632-1647 - 552,353 shares (8.27%)
Owensboro Mercy Health System, Inc., A/C# 3402814000, Greg Carlson & William O.
Price Trustees, P.O. Box 160, Westerville, OH 43086-0160 - 502,625 shares
(7.53%)
Union Bank of California Custodian, FBO AGC-IUOE Local 701 DP, A/C#
610001275-07, P.O. Box 120109, San Diego, CA 92112-0109 - 1,164,846 shares
(17.45%)
Equity Fund, Class I:
J. Donald Dixon, 9730 E. Gamble Lane, Scottsdale, AZ 85262-3610 - 75,553 shares
(5.52%)
Northern Trust Company as Trustee FBO Brazos Electric Power Pension Plan, P.O.
Box 92956, Chicago, IL 60675-2956 - 183,180 shares (13.39%)
Rainer Trust Company, 1201 3rd Avenue, Suite 2010, Seattle, WA 98101-3026 -
874,410 shares (63.89%)
Enele & Co., Dividend Reinvest, 1211 S.W. 5th Ave, Suite 1900, Portland, OR
97204-3719 - 154,465 shares (11.28%)
Managed Fund, Class I:
Klamath Medical Clinic PC Profit Sharing Plan, Randal A. Machado, MD Trustee,
James F Novak, MD Trustee, 1905 Main Street, Klamath Falls, OR 97601-2649 -
336,816 shares (15.18%)
Northwestern Trust Company Custodian FBO IBEW Local 76, Supplemental Income
Fund, 1201 3rd Avenue, Suite 2010, Seattle, WA 98101 -- 947,863 shares (42.71%)
Income Fund, Class I:
Colonial Management Associates, Inc., One Financial Center, Boston, MA
02111-2621 - 9,417 shares (100.00%)
Other than the ownership of shares by the Administrator of the Income Fund
referenced above, the trustees, directors and officers of each of the other
Funds owned in the aggregate less than 1% of such Fund's outstanding shares on
January 31, 1999. Certain officers and directors of the Administrator also serve
as officers of the Trust.
On January 31, 1999, there were the following number of shareholders of record:
Class A Class I
Small Cap Fund 1,077 28
Special Fund 10,022 N/A
Equity Fund 6,112 13
Managed Income & Equity 1,512 19
Real Estate Fund 538 N/A
Oregon Tax-Free Fund 511 N/A
Income Fund 172 1
12b-1 Plan, CDSC and Conversion of Shares
The Funds offer multiple classes of shares, including Class A, Class B, Class C,
for certain Funds, Class I, and for the Real Estate Fund, Class Z; 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 LFD monthly a service fee at an
annual rate of 0.25% of net assets attributed to the Class A, 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. LFD 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 LFD's expenses, LFD may
realize a profit from the fees.
The Plans authorize any other payments by a Fund to LFD 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 and Class Z shares are offered at net asset value and
are not subject to a CDSC. 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.
During the fiscal year ended October 31, 1998, the Funds paid the following
amounts under the Funds' Plans to CHSI, each Fund's distributor through
September 30, 1998:
<TABLE>
<CAPTION>
Printing/Mailing Broker/Dealer Salesperson
Fund Total Advertising Prospectus Payments Payments Other
<S> <C> <C> <C> <C> <C> <C>
Special Fund $592,323 96,197 48,302 339,245 1,484 107,094
Small Cap Fund $ 78,836 15,352 9,045 41,356 336 12,747
Real Estate Fund $ 87,296 12,791 6,650 57,277 -0- 10,578
Equity Fund $842,447 106,611 51,947 545,953 8,673 129,262
Managed Fund $173,228 28,378 14,760 97,330 37 32,724
Oregon Tax-Free Fund $ 43,484 7,732 4,009 22,192 -0- 9,551
Income Fund $ 12,479 2,253 2,198 6,478 -0- 1,550
</TABLE>
During the fiscal year ended October 31, 1998, the Funds paid the following
amounts under the Funds' Plans to LFD (for the period October 1, 1998, the date
that LFD became each Fund's distributor, through October 31, 1998):
<TABLE>
<CAPTION>
Small Cap Special Real Estate Equity Managed Fund Oregon Income
Fund Fund Fund Fund Tax-Free Fund
Fund
<S> <C> <C> <C> <C> <C> <C>
Fees to FSFs $3,018 $21,091 $3,579 $45,703 $13,824 $4,213 $1,422
Cost of sales material
relating to the Fund
(including printing and
mailing expenses) 2 1,405 118 1,529 -0- -0- 18
Allocated travel,
entertainment and other
promotional expenses
(including advertising) 3 2,085 175 2,271 -0- -0- 27
</TABLE>
INVESTMENT PERFORMANCE
As of October 31, 1998, no Class B or Class C shares had been issued. Class A
shares were formerly generally designated as the "Primary Class" and Class I
shares were formerly designated as the "Institutional Class".
Certain Funds' Class A yields for the month ended October 31, 1998 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:
October 31, 1998
Real Estate Fund 5.32%
Oregon Tax-Free Fund 3.63%
Income Fund 2.63%
The Oregon Tax-Free Fund's Class A tax-equivalent yield, calculated using the
maximum effective combined federal and state tax rates, for the month ended
October 31, 1998 was 6.01%.
The average annual total returns for the Funds' shares for the year ending
October 31, 1998 are 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:
<PAGE>
<TABLE>
<CAPTION>
Class A Shares
Special Fund
10 years
1 year 5 years (or since inception)
------ ------- --------------------
<S> <C> <C> <C>
With sales charge of 5.75% -48.17% -3.00% 7.58%
Without sales charge -45.00% -1.85% 8.22%
Equity Fund
10 years
1 year 5 years (or since inception)(q)
------ ------- -----------------------
<S> <C> <C> <C>
With sales charge of 5.75% -15.25% 8.90% 12.09%
Without sales charge -10.08% 10.20% 12.77%
Managed Fund
10 years
1 year 5 years (or since inception)(q)
------ ------- -----------------------
<S> <C> <C> <C>
With sales charge of 4.75% -5.41% 7.58% 9.46%
Without sales charge -0.69% 8.63% 10.01%
Oregon Tax-Free Fund
10 years
1 year 5 years (or since inception)
------ ------- --------------------
<S> <C> <C> <C>
With sales charge of 4.75% 1.34% 3.92% 5.89%
Without sales charge 6.39% 4.93% 6.41%
Income Fund
10 years
1 year 5 years (or since inception)(q)
------ ------- -----------------------
<S> <C> <C> <C>
With sales charge of 4.75% 5.92% 5.94% 7.44%
Without sales charge 11.21% 6.97% 7.98%
Small Cap Fund
10 years
1 year 5 years (or since inception)(r)
------ ------- -----------------------
<S> <C> <C> <C>
With sales charge of 5.75% -42.17% N/A -3.53%
Without sales charge -38.64% N/A -1.39%
Real Estate Fund
10 years
1 year 5 years (or since inception)(s)
------ ------- -----------------------
<S> <C> <C> <C>
With sales charge of 4.75% -17.50% N/A 7.93%
Without sales charge -13.39% N/A 9.08%
</TABLE>
(q) Commencement of Operations January 31, 1989.
(r) Commencement of Operations February 20, 1996.
(s) Commencement of Operations April 4, 1994.
The Class I shares average annual total returns for the Funds' for the year
ending October 31, 1998 was as follows:
Managed Fund
1 year 5 years Since Fund Inception
-0.44% 8.79%* 10.09%*(t)
Equity Fund
1 year 5 years Since Fund Inception
-9.72% 10.37%* 12.86%*(u)
Small Cap Fund
1 year Since Fund Inception
-38.37% -1.06%*(v)
Income Fund
1 year 5 years Since Fund Inception
11.42%* 7.01%* 8.00%*(w)
(t) Commencement of Operations October 28, 1996.
(u) Commencement of Operations October 3, 1996.
(v) Commencement of Operations October 10, 1996.
(w) Commencement of Operations October 1, 1998.
(*) Class I (newer class of shares) performance includes returns of the Fund's
Class A shares (the oldest existing fund class) for periods prior to the
inception of the newer class of shares. The Class A share returns are not
restated to reflect any differences in expenses (like Rule 12b-1 fees)
between Class A shares and the newer class of shares.
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 LLP acts as the Funds' independent auditors. In such capacity, KPMG LLP
performs the annual audit of each Fund's financial statements and assists in the
preparation of tax returns. The October 31, 1998 financial statements
incorporated by reference in this SAI have been so incorporated, and the
financial highlights for a share outstanding through October 31, 1998 included
in the Prospectuses have been so included, in reliance upon the report of KPMG
LLP given on the authority of said firm as experts in accounting and auditing.
<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. This "excess
distribution" will be allocated over the fund's holding period for such
investment and the PFIC tax is the highest ordinary income rate in effect for
any period multiplied by the portion of the "excess distribution" allocated to
such period, 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 (generally taxed at ordinary
income tax rates in the hands of the shareholders) 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.
Mortgage-Backed Securities
Mortgage-backed securities, including "collateralized mortgage obligations"
(CMOs) and "real estate mortgage investment conduits" (REMICs), evidence
ownership in a pool of mortgage loans made by certain financial institutions
that may be insured or guaranteed by the U.S. government or its agencies. CMOs
are obligations issued by special-purpose trusts, secured by mortgages. REMICs
are entities that own mortgages and elect REMIC status under the Internal
Revenue Code. Both CMOs and REMICs issue one or more classes of securities of
which one (the Residual) is in the nature of equity. The funds will not invest
in the Residual class. Principal on mortgage-backed securities, CMOs and REMICs
may be prepaid if the underlying mortages are prepaid. Prepayment rates for
mortgage-backed securities tend to increase as interest rates decline
(effectively shortening the security's life) and decrease as interest rates rise
(effectively lengthening the security's life). Because of the prepayment
feature, these securities may not increase in value as much as other debt
securities when interest rates fall. A fund may be able to invest prepaid
principal only at lower yields. The prepayment of such securities purchased at a
premium may result in losses equal to the premium.
Non-Agency Mortgage-Backed Securities
The fund may invest in non-investment grade mortgage-backed securities that are
not guaranteed by the U.S. Government or an Agency. Such securities are subject
to the risks described under "Lower Rated Debt Securities" and "Mortgage-Backed
Securities". In addition, although the underlying mortgages provide collateral
for the security, the Fund may experience losses, costs and delays in enforcing
its rights if the issuer defaults or enters bankruptcy and may incur a loss.
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 SEC 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 option 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 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 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 exchanges 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 of 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. dollar, 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. Distributions of net capital gains (that is, the excess of net
gains from capital assets held for more than one year over net losses from
capital assets held for not more than one year) 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. Dividends and distributions on a fund's shares are generally
subject to federal income tax as described herein to the extent they do not
exceed the fund's realized income and gains, even though such dividends and
distributions may economically represent a return of a particular shareholder's
investment. Such distributions are likely to occur in respect of shares
purchased at a time when a fund's net asset value reflects gains that are either
unrealized, or realized but not distributed. Such realized gains may be required
to be distributed even when a fund's net asset value also reflects unrealized
losses.
Distributions from Tax-Exempt Funds. The Oregon Tax-Free 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 (generally subject
to a 20% tax rate) regardless of the length of time fund shares are held.
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 generally will be treated as long-term capital gain if the shares have
been held for more than 12 months. 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; and (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, convert
long-term capital gains into short-term capital losses 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), 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 not a 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) in order 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 and Crabbe Huson
Contrarian Fund. The Advisor is a direct subsidiary of Liberty Financial
Companies, Inc. (Liberty Financial), which in turn is a direct, majority-owned
subsidiary of Liberty Corporate Holdings, Inc., which in turn is a direct,
wholly-owned subsidiary of LFC Management Corporation, which in turn is a
direct, wholly-owned subsidiary of LFC Holdings, Inc., which in turn is a direct
wholly-owned subsidiary of Liberty Mutual Equity Corporation, which in turn is a
direct, 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); Director of The Empire Company since June,
1995.
John E. Carberry * 51 Trustee Senior Vice President of Liberty Financial Companies,
56 Woodcliff Road Inc. (formerly Managing Director, Salomon Brothers
Wellesley Hills, MA 02481 (investment banking) from January, 1988 to January, 1998).
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
Salvatore Macera 67 Trustee Private Investor (formerly Executive Vice President of
26 Little Neck Lane Itek Corp. and President of Itek Optical & Electronic
New Seabury, MA 02649 Industries, Inc. (electronics)).
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
Thomas E. Stitzel 58 Trustee Professor of Finance, College of Business, Boise State
2208 Tawny Woods Place University (higher education); Business consultant and
Boise, ID 83706 author.
Robert L. Sullivan 70 Trustee Retired Partner, KPMG LLP
7121 Natelli Woods Lane
Bethesda, MD 20817
Anne-Lee Verville 51 Trustee Consultant (formerly General Manager, Global Education
359 Stickney Hill Road Industry from 1994 to 1997, and President, Applications
Hopkinton, NH 03229 Solutions Division from 1991 to 1994, IBM Corporation
(global education and global applications)).
Stephen E. Gibson 45 President President of the Funds since June, 1998, Chairman of
the Board since July, 1998, Chief Executive Officer and
President since December 1996 and Director, since July
1996 of the Advisor (formerly Executive Vice President
from July, 1996 to December, 1996); Director, Chief
Executive Officer and President of COGRA, LLC (COGRA)
since December, 1998 (formerly Director, Chief
Executive Officer and President of The Colonial Group,
Inc. (TCG) from December, 1996 to December, 1998);
Assistant Chairman of Stein Roe & Farnham Incorporated
(SR&F) since August, 1998 (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 the Funds
Chief Accounting since February, 1998; Vice President of the Advisor
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 the Funds
Chief Financial since October, 1996 (formerly Controller and Chief
Officer Accounting Officer from October, 1997 to February,
1998); Senior Vice President of the Advisor since September,
1996; Vice President, Chief Financial Officer and Treasurer
since December, 1998 of COGRA (formerly Vice President,
Chief Financial Officer and Treasurer from July, 1997 to
December, 1998 of TCG); Senior Vice President of SR&F since
August, 1998 (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 45 Secretary Secretary of the Funds since April, 1998 (formerly
Assistant Secretary from July, 1994 to April, 1998);
Director, Senior Vice President, General Counsel, Clerk
and Secretary of the Advisor since April, 1998
(formerly Vice President, Counsel, Assistant Secretary
and Assistant Clerk from July, 1994 to April, 1998);
Vice President, General Counsel and Secretary of COGRA
since December, 1998 (formerly Vice President-, General
Counsel and Clerk of TCG from April, 1998 to December,
1998; (formerly Assistant Clerk from July, 1994 to
April, 1998); (formerly Partner, Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo from June, 1990 to June, 1994)
Davey S. Scoon 51 Vice President Vice President of the Funds since June, 1993; Executive
Vice President since July, 1993 and Director since
March, 1985 of the Advisor (formerly Senior Vice
President and Treasurer of the Advisor from March, 1985
to July, 1993); Executive Vice President and Chief
Operating Officer of COGRA since December, 1998
(formerly Executive Vice President and Chief Operating
Officer, TCG from March, 1995 to December, 1998; Vice
President - Finance and Administration from November,
1985 to March, 1995); Executive Vice President of SR&F
since August, 1998.
</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 (except Mr.
Carberry) 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. LFD 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 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
LFD is the principal underwriter of the Trust's shares. LFD 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. 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, LFD'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 LFD retains the entire sales charge on any sales made to
a shareholder who does not specify a FSF on the Investment Account Application
("Application"). LFD generally retains 100% of any asset-based sales charge
(distribution fee) or contingent deferred sales charge. Such charges generally
reimburse LFD 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 LFD.
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.
<PAGE>
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, 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 transfers for a fixed
amount of at least $50 are used to purchase a fund's shares at the public
offering price next determined after LFD 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 LFD.
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 generally 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 Liberty Funds Services,
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.
LFD 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. LFD 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. Investors Bank & Trust
Company. is the Trustee of LFD prototype plans and charges a $10 annual fee.
Detailed information concerning these Retirement Plans and copies of the
Retirement Plans are available from LFD.
Participants in non-LFD prototype Retirement Plans (other than IRAs) also are
charged a $10 annual fee unless the plan maintains an omnibus account with LFSI.
Participants in LFD prototype Plans (other than IRAs) who liquidate the total
value of their account will also be charged a $15 close-out processing fee
payable to LFSI. The fee is in addition to any applicable CDSC. The fee will not
apply if the participant uses the proceeds to open a LFD 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 shares only). Reduced
sales charges on Class A shares can be effected by combining a current purchase
with prior purchases of Class A, B, C, I 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, and Z shares).
LFD 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, 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 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 LFD the excess commission previously paid
during the thirteen-month period.
If the amount of the Statement is not purchased, the shareholder shall remit to
LFD 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 or I 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,
LFD 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 LFD; and
such persons' families and their beneficial accounts.
Sponsored Arrangements. Class A 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 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 LFD 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 LFD 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 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
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 guarantee request. Telephone redemption
privileges for larger amounts 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 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 LFD 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 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 generally 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, I and Z 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 and for Class I and Z shares, returns would have been higher.
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 cost averaging. In such a
program, an investor invests a fixed dollar amount in a fund at periodic
intervals, thereby purchasing fewer shares when prices are high and more shares
when prices are low.
From time to time, the Fund may also discuss or quote the views of its
distributor, its investment advisor and other financial planning, legal, tax,
accounting, insurance, estate planning and other professionals, or from surveys,
regarding individual and family financial planning. Such views may include
information regarding: retirement planning; general investment techniques (e.g.,
asset allocation and disciplined saving and investing); business succession;
issues with respect to insurance (e.g., disability and life insurance and
Medicare supplemental insurance); issues regarding financial and health care
management for elderly family members; and similar or related matters.
<PAGE>
32
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>
44
APPENDIX II
1998
<TABLE>
<CAPTION>
SOURCE CATEGORY RETURN (%)
<S> <C> <C>
CREDIT SUISSE FIRST BOSTON: First Boston High Yield 0.58
LIPPER, INC.:
AMEX Composite Index P 0.64
AMEX Computer Tech IX P 81.46
AMEX Institutional IX P 37.59
AMEX Major Market IX P 18.32
Aust Crdtstlt:Osh IX P N/A
Bse Sensex Index -16.50
CAC 40:FFR IX P 31.47
CD Rate 1 Month Index Tr 5.61
CD Rate 3 Month Index Tr 5.59
CD Rate 6 Month Index Tr 5.58
Consumer Price Index 1.61
Copnhgn SE:Dkr IX P N/A
DAX:Dm IX Tr 17.71
Dow Jones 65 Comp Av P 10.10
Dow Jones Ind Average P 16.10
Dow Jones Ind Dly Reinv 18.13
Dow Jones Ind Mth Reinv 18.15
Dow Jones Trans Av P -3.29
Dow Jones Trans Av Tr 0.02
Dow Jones Util Av P 14.37
Dow Jones Util Av Tr 18.88
FT-SE 100:Pd IX P 14.55
Hang Seng:Hng Kng $ IX -6.29
Jakarta Composite Index N/A
Jasdaq Index:Yen P N/A
Klse Composite Index -1.40
Kospi Index N/A
Lear High Growth Rate IX 1.53
Lear Low Priced Value IX -1.52
Lehman 1-3 Govt/Corp Tr 6.96
Lehman Aggregate Bd P 2.03
Lehman Aggregate Bd Tr 8.69
Lehman Cp Bd Int Tr 8.29
Lehman Govt Bd Int P 1.99
Lehman Govt Bd Int Tr 8.49
Lehman Govt Bd Long P 6.59
Lehman Govt Bd Long Tr 13.41
Lehman Govt Bd P 3.27
Lehman Govt Bd Tr 9.85
Lehman Govt/Cp Bd P 2.70
Lehman Govt/Cp Bd Tr 9.47
Lehman Govt/Cp Int P 1.78
<PAGE>
SOURCE CATEGORY RETURN (%)
<S> <C> <C>
LIPPER, INC.:
Lehman Govt/Cp Int Tr 8.44
Lehman High Yield P -6.46
Lehman High Yield Tr 1.60
Lehman Muni 10 Yr IX Tr 6.76
Lehman Muni 3 Yr IX Tr 5.21
Lehman Muni Bond IX Tr 6.48
Lehman 7-Year Muni Bond 6.23
ML 0-3 Yr Muni IX P 0.02
ML 0-3 Yr Muni IX Tr 5.01
ML 1-3 Yr Treasury IX P 0.60
ML 1-3 Yr Treasury IX Tr 7.00
ML 1-5 Yr Gv/Cp Bd IX P 1.12
ML 1-5 Yr Gv/Cp Bd IX Tr 7.68
ML 1-5 Yr Treasury IX P 1.32
ML 1-5 Yr Treasury IX Tr 7.74
ML 10+ Yr Treasury IX Tr 13.55
ML 15 Yr Mortgage IX P 0.85
ML 15 Yr Mortgage IX Tr 7.30
ML 3-5 Yr Govt IX P 2.40
ML 3-5 Yr Govt IX Tr 8.87
ML Corp Master Index P 1.47
ML Corp Master Index Tr 8.72
ML Glbl Govt Bond Inx P 7.71
ML Glbl Govt Bond Inx Tr 14.12
ML Glbl Gv Bond IX II P 8.32
ML Glbl Gv Bond IX II Tr 14.97
ML Global Bond Index P 6.07
ML Global Bond Index Tr 12.78
ML Gov Corp Master IX P 2.69
ML Gov Corp Master IX Tr 9.53
ML Govt Master Index P 3.17
ML Govt Master Index Tr 9.85
ML High Yld Master IX P -5.59
ML High Yld Master IX Tr 3.66
ML Mortgage Master IX P 0.68
ML Mortgage Master IX Tr 7.19
ML Treasury Master IX P 3.35
ML Treasury Master IX Tr 10.03
MSCI AC Americas Free GD 25.77
MSCI AC Americas Free ID 23.77
MSCI AC Asia Fr-Ja IX GD -7.79
MSCI AC Asia Fr-Ja IX ID -10.27
MSCI AC Asia Pac - Ja GD -4.77
MSCI AC Asia Pac - Ja ID -7.30
MSCI AC Asia Pac Fr-J GD -4.42
MSCI AC Asia Pac Fr-J ID -7.12
MSCI AC Asia Pac IX GD 2.03
<PAGE>
SOURCE CATEGORY RETURN (%)
<S> <C> <C>
LIPPER, INC.:
MSCI AC Asia Pac IX ID 0.53
MSCI AC Europe IX GD 27.18
MSCI AC Europe IX ID 24.84
MSCI AC Fe - Ja IX GD -4.83
MSCI AC Fe - Ja IX ID -7.16
MSCI AC Fe Fr-Ja IX GD -4.82
MSCI AC Fe Fr-Ja IX ID -7.39
MSCI AC Fe Free IX GD 3.38
MSCI AC Fe Free IX ID 2.07
MSCI AC Pac Fr-Jpn IX GD -2.07
MSCI AC Pac Fr-Jpn IX ID -4.86
MSCI AC World Fr-USA GD 14.46
MSCI AC World Fr-USA ID 12.36
MSCI AC World Free IX GD 21.97
MSCI AC World IX GD 21.72
MSCI AC World IX ID 19.69
MSCI AC World-USA IX GD 14.09
MSCI AC Wrld Fr-Ja IX GD 24.09
MSCI AC Wrld Fr-Ja IX ID 21.93
MSCI AC Wrld-Ja IX GD 23.80
MSCI AC Wrld-Ja IX ID 21.64
MSCI Argentina IX GD -24.30
MSCI Argentina IX ID -27.30
MSCI Australia IX GD 7.06
MSCI Australia IX ID 3.80
MSCI Australia IX ND 6.07
MSCI Austria IX GD 0.77
MSCI Austria IX ID -0.91
MSCI Austria IX ND 0.35
MSCI Belgium IX GD 68.73
MSCI Belgium IX ID 64.84
MSCI Belgium IX ND 67.75
MSCI Brazil IX GD -39.62
MSCI Brazil IX ID -44.07
MSCI Canada IX GD -5.70
MSCI Canada IX ID -7.44
MSCI Canada IX ND -6.14
MSCI Chile IX GD -28.50
MSCI Chile IX ID -30.65
MSCI China Dom Fr IX ID -51.52
MSCI China Free IX ID -43.83
MSCI China Non Dom IX ID -42.06
MSCI Colombia IX GD -42.17
MSCI Colombia IX ID -45.32
MSCI Czech Rep IX GD 0.54
MSCI Czech Rep IX ID -0.66
MSCI Denmark IX GD 9.38
<PAGE>
SOURCE CATEGORY RETURN (%)
<S> <C> <C>
LIPPER, INC.:
MSCI Denmark IX ID 7.82
MSCI Denmark IX ND 8.99
MSCI EAFE + Canada IX GD 19.11
MSCI EAFE + Canada IX ID 17.02
MSCI EAFE + Canada IX ND 18.76
MSCI EAFE + EMF IX GD 15.25
MSCI EAFE + EMF IX ID 13.13
MSCI EAFE + Em IX GD 14.94
MSCI EAFE + Em IX ID 12.84
MSCI EAFE - UK IX GD 21.02
MSCI EAFE - UK IX ID 19.17
MSCI EAFE - UK IX ND 20.59
MSCI EAFE Fr IX ID 18.32
MSCI EAFE GDP Wt IX GD 27.12
MSCI EAFE GDP Wt IX ID 25.12
MSCI EAFE GDP Wt IX ND 26.71
MSCI EAFE IX GD 20.33
MSCI EAFE IX ID 18.23
MSCI EAFE IX ND 20.00
MSCI EASEA IX GD 25.42
MSCI EASEA IX ID 22.94
MSCI EASEA IX ND 25.03
MSCI EMF Asia IX GD -11.00
MSCI EMF Asia IX ID -12.36
MSCI EMF Far East IX GD -6.23
MSCI EMF Far East IX ID -7.33
MSCI EMF IX GD -25.34
MSCI EMF IX ID -27.52
MSCI EMF Latin Am IX GD -35.11
MSCI EMF Latin Am IX ID -38.04
MSCI Em Asia IX GD -8.57
MSCI Em Asia IX ID -9.90
MSCI Em Eur/Mid East GD -26.01
MSCI Em Eur/Mid East ID -27.37
MSCI Em Europe IX GD -30.11
MSCI Em Europe IX ID -31.17
MSCI Em Far East IX GD -4.12
MSCI Em Far East IX ID -5.28
MSCI Em IX GD -23.21
MSCI Em IX ID -25.30
MSCI Em Latin Am IX GD -35.29
MSCI Em Latin Am IX ID -38.19
MSCI Europe - UK IX GD 33.95
MSCI Europe - UK IX ID 31.86
MSCI Europe - UK IX ND 33.38
MSCI Europe GDP Wt IX ID 31.74
MSCI Europe IX GD 28.91
<PAGE>
SOURCE CATEGORY RETURN (%)
<S> <C> <C>
LIPPER, INC.:
MSCI Europe IX ND 28.53
MSCI European Union GD 30.44
MSCI European Union ID 27.93
MSCI Far East Free IX ID 1.52
MSCI Far East IX GD 2.56
MSCI Far East IX ID 1.22
MSCI Far East IX ND 2.39
MSCI Finland IX GD 122.63
MSCI Finland IX ID 119.10
MSCI Finland IX ND 121.64
MSCI France IX GD 42.06
MSCI France IX ID 40.00
MSCI France IX ND 41.54
MSCI Germany IX GD 29.88
MSCI Germany IX ID 28.17
MSCI Germany IX ND 29.43
MSCI Greece IX GD 78.11
MSCI Greece IX ID 75.01
MSCI Hongkong IX GD -2.92
MSCI Hongkong IX ID -7.60
MSCI Hongkong IX ND -2.92
MSCI Hungary IX GD -8.16
MSCI Hungary IX ID -8.70
MSCI India IX GD -21.24
MSCI India IX ID -22.89
MSCI Indonesia IX GD -31.53
MSCI Indonesia IX ID -32.40
MSCI Ireland IX ID 32.99
MSCI Israel Dom IX ID -16.20
MSCI Israel IX ID -7.91
MSCI Israel Non Dom Ixid 42.21
MSCI Italy IX GD 53.20
MSCI Italy IX ID 50.99
MSCI Italy IX ND 52.52
MSCI Japan IX GD 5.25
MSCI Japan IX ID 4.27
MSCI Japan IX ND 5.05
MSCI Jordan IX GD -11.01
MSCI Jordan IX ID -14.26
MSCI Kokusai IX GD 27.46
MSCI Kokusai IX ID 25.30
MSCI Kokusai IX ND 26.96
MSCI Korea IX GD 141.15
MSCI Korea IX ID 137.54
MSCI Luxembourg IX ID 8.63
MSCI Malaysia IX GD -29.49
MSCI Malaysia IX ID -31.04
<PAGE>
SOURCE CATEGORY RETURN (%)
<S> <C> <C>
LIPPER, INC.:
MSCI Mexico Free IX GD -33.53
MSCI Mexico Free IX ID -34.50
MSCI Mexico IX GD -34.18
MSCI Mexico IX ID -35.12
MSCI Netherland IX GD 23.93
MSCI Netherland IX ID 21.13
MSCI Netherland IX ND 23.23
MSCI New Zealand IX GD -21.48
MSCI New Zealand IX ID -25.23
MSCI New Zealand IX ND -22.62
MSCI Nordic IX GD 23.83
MSCI Nordic IX ID 21.78
MSCI Nordic IX ND 23.25
MSCI Norway IX GD -29.67
MSCI Norway IX ID -31.21
MSCI Norway IX ND -30.06
MSCI Nth Amer IX GD 29.04
MSCI Nth Amer IX ID 27.11
MSCI Nth Amer IX ND 28.46
MSCI Pac - Japan IX GD -6.22
MSCI Pac - Japan IX ID -9.55
MSCI Pac - Japan IX ND -6.64
MSCI Pacific Fr-Jpn ID -8.40
MSCI Pacific Free IX ID 1.43
MSCI Pacific IX GD 2.69
MSCI Pacific IX ID 1.16
MSCI Pacific IX ND 2.44
MSCI Pakistan IX GD -56.61
MSCI Pakistan IX ID -60.56
MSCI Peru IX GD -40.22
MSCI Peru IX ID -42.11
MSCI Philippines Fr Ixgd 13.45
MSCI Philippines Fr Ixid 12.60
MSCI Philippines IX GD 16.10
MSCI Philippines IX ID 14.89
MSCI Portugal IX GD 27.90
MSCI Portugal IX ID 25.42
MSCI Russia IX GD -82.99
MSCI Russia IX ID -83.16
MSCI Sing/Mlysia IX GD -12.88
MSCI Sing/Mlysia IX ID -14.62
MSCI Sing/Mlysia IX ND -12.88
MSCI Singapore Fr IX GD -3.59
MSCI Singapore Fr IX ID -5.31
MSCI South Africa IX GD -27.56
MSCI South Africa IX ID -29.84
MSCI Spain IX GD 50.58
<PAGE>
SOURCE CATEGORY RETURN (%)
<S> <C> <C>
LIPPER, INC.:
MSCI Spain IX ID 47.87
MSCI Spain IX ND 49.90
MSCI Sri Lanka IX GD -25.57
MSCI Sri Lanka IX ID -27.30
MSCI Sweden IX GD 14.54
MSCI Sweden IX ID 12.62
MSCI Sweden IX ND 13.96
MSCI Swtzrlnd IX GD 24.05
MSCI Swtzrlnd IX ID 22.57
MSCI Swtzrlnd IX ND 23.53
MSCI Taiwan IX GD -20.64
MSCI Taiwan IX ID -21.45
MSCI Thailand IX GD 19.09
MSCI Thailand IX ID 18.74
MSCI Turkey IX GD -52.51
MSCI Turkey IX ID -53.53
MSCI UK IX GD 17.80
MSCI UK IX ID 14.84
MSCI UK IX ND 17.80
MSCI USA IX GD 30.72
MSCI USA IX ID 28.79
MSCI USA IX ND 30.14
MSCI Venezuela IX GD -49.16
MSCI Venezuela IX ID -52.69
MSCI World - UK IX GD 25.63
MSCI World - UK IX ID 23.73
MSCI World - UK IX ND 25.11
MSCI World - USA IX GD 19.11
MSCI World - USA IX ID 17.02
MSCI World - USA IX ND 18.76
MSCI World GDP Wt IX ID 25.61
MSCI World IX Free ID 22.82
MSCI World IX GD 24.80
MSCI World IX ID 22.78
MSCI World IX ND 24.34
MSCI Wrld - Austrl IX GD 25.03
MSCI Wrld - Austrl IX ID 23.03
MSCI Wrld - Austrl IX ND 24.58
Madrid SE:Pst IX P 37.19
NASDAQ 100 IX P 85.31
NASDAQ Bank IX P -11.77
NASDAQ Composite IX P 39.63
NASDAQ Industrial IX P 6.82
NASDAQ Insurance IX P -0.06
NASDAQ Natl Mkt Cmp IX 40.23
NASDAQ Natl Mkt Ind IX 6.27
NASDAQ Transport IX P -7.85
<PAGE>
SOURCE CATEGORY RETURN (%)
<S> <C> <C>
LIPPER, INC.:
NYSE Composite P 16.55
NYSE Finance IX P 5.13
NYSE Industrials IX P 17.97
NYSE Transportation IX 3.46
NYSE Utilities IX P 33.04
Nikkei 225 Avg:Yen P -9.28
Oslo SE Tot:Fmk IX P N/A
PSE Technology IX P 54.60
Philippines Composite IX N/A
Russell 1000(R)Grow IX Tr 38.71
Russell 1000(R)IX P 25.12
Russell 1000(R)IX Tr 27.02
Russell 1000(R)Value IX Tr 15.63
Russell 2000(R)Grow IX Tr 1.23
Russell 2000(R)IX P -3.45
Russell 2000(R)IX Tr -2.55
Russell 2000(R)Value IX Tr -6.45
Russell 3000(R)IX P 22.32
Russell 3000(R)IX Tr 24.14
Russell Midcap(TM)Grow IX 17.86
Russell Midcap(TM)Inx Tr 10.09
Russell Midcap(TM)Value IX 5.09
S & P 100 Index P 31.33
S & P 500 Daily Reinv 28.58
S & P 500 Index P 26.67
S & P 500 Mnthly Reinv 28.60
S & P 600 Index P -2.10
S & P 600 Index Tr -1.31
S & P Financial IX Tr 11.43
S & P Financial Idx P 9.58
S & P Industrial IX Tr 33.71
S & P Industrials P 31.91
S & P Midcap 400 IX P 17.68
S & P Midcap 400 IX Tr 19.11
S & P Transport IX Tr -1.94
S & P Transport Index P -3.03
S & P Utility Index P 10.10
S & P Utility Index Tr 14.77
S & P/Barra Growth IX Tr 42.15
S & P/Barra Value IX Tr 14.68
S Afr All Mng:Rnd IX P 3.72
SB Cr-Hdg Nn-US Wd IX Tr 11.53
SB Cr-Hdg Wd Gv Bd IX Tr 11.03
SB Non-US Wd Gv Bd IX Tr 17.79
SB USD 3month Dom CD IX 5.74
SB USD 3month Euro CD IX 6.19
SB USD 3month Eurodep IX 5.74
<PAGE>
SOURCE CATEGORY RETURN (%)
<S> <C> <C>
LIPPER, INC.:
SB USD 3month Tbill IX 5.11
SB Wd Gv Bd:Austrl IX Tr 3.88
SB Wd Gv Bd:Germny IX Tr 19.76
SB Wd Gv Bd:Japan IX Tr 15.85
SB Wd Gv Bd:UK IX Tr 20.88
SB Wd Gv Bd:US IX Tr 10.00
SB World Govt Bond IX Tr 15.31
SB World Money Mkt IX Tr 9.11
Straits Times Index -7.62
Swiss Perf:Sfr IX Tr 15.37
T-Bill 1 Year Index Tr 4.93
T-Bill 3 Month Index Tr 4.88
T-Bill 6 Month Index Tr 4.94
Taiwan SE:T$ IX P -15.56
Thailand Set Index -4.53
Tokyo 2nd Sct:Yen IX P N/A
Tokyo Se(Topix):Yen IX N/A
Toronto 300:C$ IX P -3.19
Toronto SE 35:C$ IX P -2.05
Value Line Cmp IX-Arth 5.82
Value Line Cmp IX-Geom -3.79
Value Line Industrl IX -7.27
Value Line Railroad IX -9.93
Value Line Utilties IX 7.61
Wilshire 4500 Index Tr 8.63
Wilshire 5000 (Cap Wt)Tr 23.43
Wilshire 5000 Index P 21.71
Wilshire Lg Cp Gro IX Tr N/A
Wilshire Lg Cp Val IX Tr N/A
Wilshire MD Cp Gro IX Tr N/A
Wilshire MD Cp Val IX Tr N/A
Wilshire Sm Cp Gro IX Tr -2.46
Wilshire Sm Cp Val IX Tr -4.87
THE NATIONAL ASSOCIATION OF REAL ESTATE INVESTMENT TRUST:
Real Estate Investment Trust Index -7.60
SALOMON SMITH BARNEY:
10 Year U.S. Government (Sovereign) 10.00
10 Year United Kingdom (Sovereign) 19.55
10 Year France (Sovereign) 12.59
10 Year Germany (Sovereign) 10.94
10 Year Japan (Sovereign) 0.50
10 Year Canada (Sovereign) 9.41
</TABLE>
Each Russell Index listed above is a trademark/service mark of the Frank Russell
Company. Russell(TM) is a trademark of the Frank Russell Company.
*in U.S. currency
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481 (a)
(Colonial Select Value Fund)
<TABLE>
<CAPTION>
Item Number of Form N-1A Statement of Additional Information Location or Caption
Part B
<S> <C>
10. Cover Page; Table of Contents
11. Organization and History
12. Investment Objective and Policies; Fundamental Investment
Policies; Other Investment Policies; Portfolio Turnover;
Miscellaneous Investment Practices
13. Fund Charges and Expenses
14. Fund Charges and Expenses
15. Fund Charges and Expenses
16. Fund Charges and Expenses; Management of the Funds
17. Organization and History Fund Charges and Expenses;
Shareholder Meetings; Shareholder Liability
18. 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
19. Taxes
20. Fund Charges and Expenses; Management of the Colonial Funds
21. Fund Charges and Expenses; Investment Performance;
Performance Measures
22. Independent Accountants
</TABLE>
COLONIAL SELECT VALUE FUND
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 1999
This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectus of Colonial
Select Value Fund (Fund). This SAI is not a prospectus and is authorized for
distribution only when accompanied or preceded by the Prospectus of the Fund
dated March 1, 1999. This SAI should be read together with the Prospectus and
the Fund's most recent Annual Report dated October 31, 1998. Investors may
obtain a free copy of the Prospectus and the Annual Report from Liberty Funds
Distributor, Inc. (LFD), One Financial Center, Boston, MA 02111-2621. The
financial statements and Report of Independent Accountants appearing in the
October 31, 1998 Annual Report are incorporated in this SAI by reference.
Part 1 of this SAI contains specific information about the Fund. Part 2 includes
information about the funds distributed by LFD generally and additional
information about certain securities and investment techniques described in the
Fund's Prospectus.
TABLE OF CONTENTS
PART 1 PAGE
Definitions b
Organization and History b
Investment Objective and Policies b
Fundamental Investment Policies b
Other Investment Policies c
Fund Charges and Expenses c
Investment Performance g
Custodian g
Independent Accountants g
PART 2
Miscellaneous Investment Practices 1
Taxes 11
Management of the Funds 13
Determination of Net Asset Value 19
How to Buy Shares 20
Special Purchase Programs/Investor Services 20
Programs for Reducing or Eliminating Sales Charges 21
How to Sell Shares 24
Distributions 25
How to Exchange Shares 26
Suspension of Redemptions 26
Shareholder Liability 26
Shareholder Meetings 26
Performance Measures 27
Appendix I 29
Appendix II 34
SV-16/769G-0299
a
<PAGE>
PART 1
COLONIAL SELECT VALUE FUND
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 1999
DEFINITIONS
"Trust" Colonial Trust III
"Fund" Colonial Select Value Fund
"Advisor" Colonial Management Associates, Inc., the Fund's
investment advisor
"LFD" Liberty Funds Distributor, Inc., the Fund's
distributor
"LFSI" Liberty Funds Services, Inc., the Fund's
shareholder services and transfer agent
ORGANIZATION AND HISTORY
The Trust is a Massachusetts business trust organized in 1986. The 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 Part 2 of this SAI for more
information.
Effective February 28, 1997, the Fund changed its name from "Colonial Growth
Shares Fund" to its current name.
INVESTMENT OBJECTIVE AND POLICIES
The Fund's Prospectus describes its investment objective and policies. Part 1 of
this SAI includes additional information concerning, among other things, the
fundamental investment policies of the Fund. Part 2 contains additional
information about the following securities and investment techniques utilized by
the Fund:
Short-Term Trading
Lower Rated Debt Securities
Foreign Securities
Foreign Currency Options
Foreign Currency Transactions
Securities Loans
Repurchase Agreements
Small Companies
Except as indicated below under "Fundamental Investment Policies," the Fund's
investment policies are not fundamental, and the Trustees may change the
policies without shareholder approval.
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 cannot be changed without such a vote.
The Fund may:
1. Borrow from banks, other affiliated funds and other entities to the
extent permitted by applicable law, provided that the Fund's borrowings
shall not exceed 33 1/3% of the value of its total assets (including the
amount borrowed) less liabilities (other than borrowings) or such other
percentage permitted by law;
2. Only own real estate acquired as the result of owning securities; and
not more than 5% of total assets;
3. Purchase and sell futures contracts and related options so long as the
total initial margin and premiums on the contracts do not exceed 5% of
its total assets;
4. Underwrite securities issued by others only when disposing of portfolio
securities;
b
<PAGE>
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% of its total assets in any one industry or
with respect to 75% of total assets purchase any security (other than
obligations of the U.S. government and cash items including receivables)
if as a result more than 5% of its total assets would then be invested
in securities of a single issuer, or purchase voting securities of an
issuer if, as a result of such purchase the Fund would own more than 10%
of the outstanding voting shares of such issuer.
OTHER INVESTMENT POLICIES
As non-fundamental investment policies which may be changed without a
shareholder vote, the Fund may not:
1. Purchase securities on margin, but it may receive short-term credit to
clear securities transactions and may make initial or maintenance margin
deposits in connection with futures transactions;
2. Have a short securities position, unless the Fund owns, or owns rights
(exercisable without payment) to acquire, an equal amount of such
securities; and
3. Invest more than 15% of its net assets in illiquid assets.
Total assets and net assets are determined at current value for purposes of
compliance with investment restrictions and policies. All percentage limitations
will apply at the time of investment and are not violated unless an excess or
deficiency occurs as a result of such investment. For the purpose of the Act
diversification requirement, an issuer is the entity whose revenues support the
security.
Notwithstanding the investment policies and restrictions of the Fund, the Fund
may invest substantially all of its investable assets in another investment
company that has substantially the same investment objective, policies and
restrictions as the Fund.
FUND CHARGES AND EXPENSES
Under the Fund's Management Agreement, the Fund pays the Advisor a monthly fee
based on the average daily net assets of the Fund at the annual rate of 0.70%.
RECENT FEES PAID TO THE ADVISOR, LFD AND LFSI (dollars in thousands)
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31
----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee $4,410 $1,899(a) $1,743
Bookkeeping fee 230 171 121
Shareholder service and transfer agent 1,816 1,404 926
fee
12b-1 fees:
Service fee (Classes A, B and C)(b) 1,544 1,108 749
Distribution fee (Class B) 1,837 1,229 727
Distribution fee (Class C)(b) 41 1 ---
</TABLE>
(a) On September 30, 1997, the Fund's shareholders approved a management fee
increase from 0.60%, subject to an upward or downward performance
adjustment, to 0.70%, without a performance adjustment.
(b) Class C shares were initially offered on August 1, 1997.
BROKERAGE COMMISSIONS (dollars in thousands)
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31
----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Total commissions $347 $456 $ 526
Directed transactions 0 --- 27,347
Commissions on directed transactions 0 --- 32
Commissions paid to AlphaTrade Inc.(c) 58 --- ---
</TABLE>
(c) An affiliated broker-dealer of the Advisor used for buying and
selling equity securities for the Fund.
TRUSTEES AND TRUSTEES' FEES
For the fiscal year ended October 31, 1998 and the calendar year ended December
31, 1998, the Trustees received the following compensation for serving as
Trustees (d):
c
<PAGE>
<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION FROM THE
COMPENSATION FUND COMPLEX PAID TO THE
FROM THE FUND FOR THE TRUSTEES FOR THE CALENDAR
FISCAL YEAR ENDED YEAR ENDED DECEMBER 31,
TRUSTEE OCTOBER 31, 1998 1998(e)
- ------- ---------------- -------
<S> <C> <C>
Robert J. Birnbaum (f) $3,162 $ 99,429
Tom Bleasdale(f) 3,333(g) 115,000(h)
John V. Carberry(i)(j) N/A N/A
Lora S. Collins(f) 3,097 97,429
James E. Grinnell(f) 3,284(k) 103,071
William D. Ireland, Jr.(l) 1,284 35,333
Richard W. Lowry (f) 3,120 98,214
Salvatore Macera(m) -- 25,250
William E. Mayer(f) 3,294 99,286
James L. Moody, Jr.(f) 3,371(n) 105,857(o)
John J. Neuhauser(f) 3,352 105,323
</TABLE>
d
<PAGE>
<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION FROM THE
COMPENSATION FUND COMPLEX PAID TO THE
FROM THE FUND FOR THE TRUSTEES FOR THE CALENDAR
FISCAL YEAR ENDED YEAR ENDED DECEMBER 31,
TRUSTEE OCTOBER 31, 1998 1998(e)
- ------- ---------------- -------
<S> <C> <C>
George L. Shinn(l) $1,167 $31,334
Thomas Stitzel(m) -- 25,250
Robert L. Sullivan(f) 3,287 104,100
Anne-Lee Verville(f)(i) -- 23,445(p)
Sinclair Weeks, Jr.(l) 1,256 34,333
</TABLE>
(d) The Fund does not currently provide pension or retirement plan benefits
to the Trustees.
(e) At December 31, 1998, the complex consisted of 47 open-end and 5
closed-end management investment portfolios in the Colonial Funds
(Colonial Funds) and 9 open-end management investment portfolios in the
Liberty Variable Investment Trust (LVIT) (together, the Fund Complex).
(f) Elected by the shareholders of LVIT on October 30, 1998.
(g) Includes $1,654 payable in later years as deferred compensation.
(h) Includes $52,000 payable in later years as deferred compensation.
(i) Elected by the trustees of the closed-end Colonial Funds on June 18,
1998 and by the shareholders of the open-end Colonial Funds on October
30, 1998.
(j) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial Companies, Inc. (Liberty Financial).
(k) Includes $23 payable in later years as deferred compensation.
(l) Retired as trustee of the Trust on April 24, 1998.
(m) Elected by the shareholders of the open-end Colonial Funds on October
30, 1998, and by the trustees of the closed-end Colonial Funds on
December 17, 1998.
(n) Total compensation of $3,371 for the fiscal year ended October 31, 1998,
will be payable in later years as deferred compensation.
(o) Total compensation of $105,857 for the calendar year ended December 31,
1998, will be payable in later years as deferred compensation.
(p) Total compensation of $23,445 for the calendar year ended December 31,
1998, will be payable in later years as deferred compensation.
For the fiscal year ended December 31, 1998, certain of the Trustees received
the following compensation in their capacities as Trustees or Directors of the
Liberty All-Star Equity Fund and of the Liberty All-Star Growth Fund, Inc.
(together, Liberty All-Star Funds):
e
<PAGE>
TOTAL COMPENSATION
FROM LIBERTY ALL-STAR
FUNDS FOR THE CALENDAR
TRUSTEE YEAR ENDED
- ------- DECEMBER 31,1998 (q)
-----------------------
Robert J. Birnbaum $25,000
John V. Carberry (r)(s) N/A
James E. Grinnell 25,000
Richard W. Lowry 25,000
William E. Mayer (t) 14,000
John J. Neuhauser (u) 25,000
(q) The Liberty All-Star 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).
(r) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.
(s) Elected by the trustees/directors of the Liberty All-Star Funds on June
30, 1998.
(t) Elected by the shareholders of the Liberty All-Star Equity Fund on April
22, 1998, and by the directors of the Liberty All-Star Growth Fund, Inc.
on December 17, 1998.
(u) Elected by the shareholders of the Liberty All-Star Funds on April 22,
1998.
OWNERSHIP OF THE FUND
As of record on January 29, 1999, the Trustees and officers of the Trust as a
group owned less than 1% of the outstanding Class A, Class B, Class C and Class
Z shares of the Fund.
As of record on February 5, 1999, the following shareholders owned more than 5%
of the referenced class of shares:
Banc One Securities Corp. 733 Greencrest Drive, Westerville, OH 43081, owned
152,308 shares representing 19.17% of the Fund's outstanding Class C shares.
Merrill Lynch, Pierce, Fenner & Smith, Inc., 4800 Deer Lake Drive East, 3rd
Floor, Jacksonville, FL 32216, owned 907,717 shares representing 5.64% of the
Fund's outstanding Class B shares.
Merrill Lynch, Pierce, Fenner & Smith, Inc., 4800 Deer Lake Drive East, 3rd
Floor, Jacksonville, FL 32216, owned 188,980 shares representing 23.79% of the
then outstanding Class C shares.
Colonial Management Associates, Inc., One Financial Center, Boston, MA 02111,
owned 45 shares representing 100% of the then outstanding Class Z shares.
f
<PAGE>
At January 31, 1998, there were 23,232 Class A, 34,057 Class B, 1,130 Class C
and 1 Class Z record holders of the Fund.
SALES CHARGES (dollars in thousands)
<TABLE>
<CAPTION>
CLASS A SHARES
YEARS ENDED OCTOBER 31
----------------------
1998 1997 1996
---- ---- ----
Aggregate initial sales charges
<S> <C> <C> <C>
On Fund share sales $1,039 $702 $749
Initial sales charges retained by LFD 887 106 112
</TABLE>
<TABLE>
<CAPTION>
CLASS A SHARES
YEARS ENDED OCTOBER 31
----------------------
1998 1997 1996
---- ---- ----
Aggregate contingent deferred sales
charges (CDSC) on Fund redemptions
<S> <C> <C> <C>
retained by LFD $7 $0 $0
</TABLE>
<TABLE>
<CAPTION>
CLASS B SHARES
YEARS ENDED OCTOBER 31
----------------------
1998 1997 1996
---- ---- ----
Aggregate CDSC on Fund redemptions
<S> <C> <C> <C>
retained by LFD $377 $346 $160
</TABLE>
<TABLE>
<CAPTION>
CLASS C SHARES
YEARS ENDED OCTOBER 31
----------------------
1998 1997
---- ----
Aggregate CDSC on Fund redemptions
<S> <C> <C>
retained by LFD $4 $0
</TABLE>
12B-1 PLAN, CDSC AND CONVERSION OF SHARES
The Fund offers four classes of shares - Class A, Class B, Class C and Class Z.
The Fund may in the future offer other classes of shares. The Trustees have
approved a 12b-1 Plan (Plan) pursuant to Rule 12b-1 under the Act. Under the
Plan, the Fund pays LFD monthly a service fee at an annual rate of 0.15% of the
Fund's net assets attributed to shares outstanding prior to April 1, 1989 and
0.25% of the Fund's net assets attributed to outstanding shares issued
thereafter. The Fund also pays LFD monthly a distribution fee at an annual rate
of 0.75% of the Fund's average daily net assets attributed to Class B and Class
C shares. LFD 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 the amount of LFD's expenses, LFD may realize a profit from the
fees.
The Plan authorizes any other payments by the Fund to LFD and its affiliates
(including the Advisor) to the extent that such payments might be construed to
be indirect financing of the distribution of Fund shares.
The Trustees believe the Plan could be a significant factor in the growth and
retention of the Fund's assets resulting in more advantageous expense ratios and
increased investment flexibility which could benefit each class of Fund
shareholders. The Plan 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 Plan or in
any agreements related to the Plan (independent Trustees), cast in person at a
meeting called for the purpose of voting on the Plan. 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
g
<PAGE>
relevant class of shares and all material amendments of the Plan must be
approved by the Trustees in the manner provided in the foregoing sentence. The
Plan 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 Plan will only be effective if
the selection and nomination of the Trustees who are not interested persons of
the Trust is effected by such disinterested 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 and are
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 Z shares are offered at net asset value
and are not subject to a CDSC. The CDSCs are described in the Prospectus.
No CDSC will be imposed on shares derived from reinvestment of distributions or
amounts representing 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.
SALES-RELATED EXPENSES (dollars in thousands) of LFD relating to the Fund were:
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31, 1998
---------------------------
CLASS A SHARES CLASS B SHARES CLASS C SHARES
-------------- -------------- --------------
<S> <C> <C> <C>
Fees to FSFs $881 $6,108 $114
Cost of sales material relating to the Fund
(including printing and mailing expenses) 152 433 46
Allocated travel, entertainment and other
Promotional expenses (including 151 426 48
advertising)
</TABLE>
INVESTMENT PERFORMANCE
The Fund's Class A, B and C share average annual total returns at October 31,
1998 were:
<TABLE>
<CAPTION>
CLASS A SHARES
--------------
1 YEAR 5 YEARS 10 YEARS
------ ------- --------
<S> <C> <C> <C> <C>
With sales charge of 5.75% 1.74% 15.88% 14.69%
Without sales charge 7.95% 17.26% 15.38%
</TABLE>
h
<PAGE>
<TABLE>
<CAPTION>
CLASS B SHARES(w)
--------------
1 YEAR 5 YEARS 10 YEARS (v)
------ ------- ------------
<S> <C> <C> <C>
With applicable CDSC 2.21% (5.00% CDSC) 16.17% 14.83%
Without CDSC 7.10% 16.39% 14.83%
</TABLE>
<TABLE>
<CAPTION>
CLASS C SHARES(x)
--------------
1 YEAR 5 YEARS 10 YEARS (v)
------ ------- ------------
<S> <C> <C> <C>
With applicable CDSC 6.19% (1.00% CDSC) 17.07% 15.28% (1.00% CDSC)
Without CDSC 7.17% 17.07% 15.28%
</TABLE>
(v) Class B, and C shares (newer classes of shares) performance includes returns
of the Fund's Class A shares (the oldest existing fund class) for periods prior
to the inception of the newer classes of shares. The Class A share returns are
not restated to reflect any differences in expenses (like Rule 12b-1 fees)
between Class A shares and the newer classes of shares.
(w) Class B shares were initially offered on June 8, 1992.
(x) Class C shares were initially offered on August 1, 1997.
See Part 2 of this SAI, "Performance Measures," for how calculations are made.
CUSTODIAN
The Chase Manhattan Bank, located at 270 Park Avenue, New York, NY 10017-2070,
is the Fund's custodian. The custodian is responsible for safeguarding the
Fund's cash and securities, receiving and delivering securities and collecting
the Fund's interest and dividends.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, located at 160 Federal Street, Boston, MA
02110-2624, are the Fund's independent accountants, providing audit and tax
return preparation services and assistance and consultation in connection with
the review of various Securities and Exchange Commission filings. The financial
statements incorporated by reference in this SAI have been so incorporated, and
the financial highlights included in the Prospectus have been so included, in
reliance upon the report of PricewaterhouseCoopers LLP given on the authority of
said firm as experts in accounting and auditing.
i
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
PART 2
The following information applies generally to most funds advised by the
Advisor. "Funds" include 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. 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 will
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 or 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
<PAGE>
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. This "excess
distribution" will be allocated over the fund's holding period for such
investment and the PFIC tax is the highest ordinary income rate in effect for
any period multiplied by the portion of the "excess distribution" allocated to
such period, 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.
OTHER INVESTMENT COMPANIES
The fund may invest in other investment companies. Such investments will involve
the payment of duplicative fees through the indirect payment of a portion of the
expenses, including advisory fees, of such other investment companies.
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 more 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
2
<PAGE>
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 notes
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.
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 (generally taxed at ordinary
income tax rates in the hands of the shareholders) 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.
MORTGAGE-BACKED SECURITIES
Mortgage-backed securities, including "collateralized mortgage obligations"
(CMOs) and "real estate mortgage investment conduits" (REMICs), evidence
ownership in a pool of mortgage loans made by certain financial institutions
that may be insured or guaranteed by the U.S. government or its agencies. CMOs
are obligations issued by special-purpose trusts, secured by mortgages. REMICs
are entities that own mortgages and elect REMIC status under the Internal
Revenue Code. Both CMOs and REMICs issue one or more classes of securities of
which one (the Residual) is in the nature of equity. The funds will not invest
in the Residual class. Principal on mortgage-backed securities, CMOs and REMICs
may be prepaid if the underlying mortages are prepaid. Prepayment rates for
mortgage-backed securities tend to increase as interest rates decline
(effectively shortening the security's life) and decrease as interest rates rise
(effectively lengthening the security's life). Because of the prepayment
feature, these securities may not increase in value as much as other debt
securities when interest rates fall. A fund may be able to invest prepaid
principal only at lower yields. The prepayment of such securities purchased at a
premium may result in losses equal to the premium.
NON-AGENCY MORTGAGE-BACKED SECURITIES
The fund may invest in non-investment grade mortgage-backed securities that are
not guaranteed by the U.S. Government or an Agency. Such securities are subject
to the risks described under "Lower Rated Debt Securities" and "Mortgage-Backed
Securities". In addition, although the underlying mortgages provide collateral
for the security, the Fund may experience losses, costs and delays in enforcing
its rights if the issuer defaults or enters bankruptcy and may incur a loss.
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
3
<PAGE>
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.
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
4
<PAGE>
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 (SEC) 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 option 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.
5
<PAGE>
FUTURES CONTRACTS AND RELATED OPTIONS
Upon entering into futures 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 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 exchanges 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 SEC'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
6
<PAGE>
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 of 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.
7
<PAGE>
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
8
<PAGE>
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. dollar, 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
9
<PAGE>
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.
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%
10
<PAGE>
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 of 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 or not U.S. citizens or
resident aliens.
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.
11
<PAGE>
Distributions of long-term capital gains (that is, the excess of net gains from
capital assets held for more than one year over net losses from capital assets
held for not more than one year) will be taxable to shareholders as such,
regardless of how long a shareholder has held the shares in the fund. In
general, any distributions of net capital gains will be taxed at a rate of 20%.
Distributions will be taxed as described above whether received in cash or in
fund shares. Dividends and distributions on a fund's shares are generally
subject to federal income tax as described herein to the extent they do not
exceed the fund's realized income and gains, even though such dividends and
distributions may economically represent a return of a particular shareholder's
investment. Such distributions are likely to occur in respect of shares
purchased at a time when a fund's net asset value reflects gains that are either
unrealized, or realized but not distributed. Such realized gains may be required
to be distributed even when a fund's net asset value also reflects unrealized
losses.
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 long-term capital gains will in general be
taxable to shareholders as long-term capital gains (generally subject to a 20%
tax rate) regardless of the length of time fund shares are held.
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
12
<PAGE>
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 generally will be treated as long-term capital gain if the shares have
been held for more than 12 months. 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; and (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, convert
long-term capital gains into short-term capital gains 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
(possibly at a timewhen 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), 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 not a deduction) for
such foreign taxes.
13
<PAGE>
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) in order to meet its
distribution requirement, which also may accelerate the recognition of gain and
affect a fund's total return.
MANAGEMENT OF THE FUNDS (IN THIS SECTION, AND THE FOLLOWING SECTIONS ENTITLED
"TRUSTEES AND OFFICERS," "THE MANAGEMENT AGREEMENT," "ADMINISTRATION AGREEMENT,"
"THE PRICING AND BOOKKEEPING AGREEMENT," "PORTFOLIO TRANSACTIONS," "INVESTMENT
DECISIONS," AND "BROKERAGE AND RESEARCH SERVICES," THE "ADVISOR" REFERS TO
COLONIAL MANAGEMENT ASSOCIATES, INC.)
The Advisor is the investment advisor to each of the funds (except for Colonial
Money Market Fund, Colonial Municipal Money Market Fund, Colonial Global
Utilities Fund, Newport Tiger Fund, Newport Tiger Cub Fund, Newport Japan
Opportunities Fund, Newport Greater China Fund and Newport Asia Pacific Fund -
see Part I of each Fund's respective SAI for a description of the investment
advisor). The Advisor is a subsidiary of COGRA, LLC (COGRA), One Financial
Center, Boston, MA 02111. COGRA is an indirect wholly-owned subsidiary of
Liberty Financial Companies, Inc. (Liberty Financial), which in turn is a direct
majority-owned subsidiary of Liberty Corporate Holdings, Inc., which in turn is
a direct wholly-owned subsidiary of LFC Management Corporation, which in turn is
a direct wholly-owned subsidiary of LFC Holdings, Inc., which in turn is a
direct wholly-owned subsidiary of Liberty Mutual Equity Corporation, which in
turn is a direct 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 united States. 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 (THIS SECTION APPLIES TO ALL OF THE FUNDS)
<TABLE>
<CAPTION>
NAME AND ADDRESS AGE POSITION WITH PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- ---------------- --- -------------- --------------------------------------------
FUND
----
<S> <C> <C> <C>
Robert J. Birnbaum 71 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); Director of The Empire Company since June,
1995.
John V. Carberry * 51 Trustee Senior Vice President of Liberty Financial Companies,
56 Woodcliff Road Inc. (formerly Managing Director, Salomon Brothers
Wellesley Hills, MA 02481 (investment banking) from January, 1988 to January, 1998).
Lora S. Collins 63 Trustee Attorney (formerly Attorney, Kramer, Levin, Naftalis &
1175 Hill Road Frankel from September, 1986 to November, 1996).
Southold, NY 11971
James E. Grinnell 69 Trustee Private Investor since November, 1988.
22 Harbor Avenue
Marblehead, MA 01945
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Richard W. Lowry 62 Trustee Private Investor since August, 1987.
10701 Charleston Drive
Vero Beach, FL 32963
Salvatore Macera 67 Trustee Private Investor (formerly Executive Vice President of
26 Little Neck Lane Itek Corp. and President of Itek Optical & Electronic
New Seabury, MA 02649 Industries, Inc. (electronics)).
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. 67 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
Thomas E. Stitzel 58 Trustee Professor of Finance, College of Business, Boise State
2208 Tawny Woods Place University (higher education); Business consultant and
Boise, ID 83706 author.
Robert L. Sullivan 70 Trustee Retired Partner, KPMG Peat Marwick LLP
45 Sankaty Avenue
Siasconset, MA 02564
Anne-Lee Verville 53 Trustee Consultant (formerly General Manager, Global Education
359 Stickney Hill Road Industry from 1994 to 1997, and President, Applications
Hopkinton, NH 03229 Solutions Division from 1991 to 1994, IBM Corporation
(global education and global applications)).
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Stephen E. Gibson 45 President President of the Funds since June, 1998, Chairman of
the Board since July, 1998, Chief Executive Officer and
President since December 1996 and Director, since July
1996 of the Advisor (formerly Executive Vice President
from July, 1996 to December, 1996); Director, Chief
Executive Officer and President of COGRA since
December, 1998 (formerly Director, Chief Executive
Officer and President of The Colonial Group, Inc. (TCG)
from December, 1996 to December, 1998); Assistant
Chairman of Stein Roe & Farnham Incorporated (SR&F)
since August, 1998 (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 the Funds
Chief Accounting since February, 1998; Vice President of the Advisor
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 the Funds
Chief Financial since October, 1996 (formerly Controller and Chief
Officer Accounting Officer from October, 1997 to February,
1998); Senior Vice President of the Advisor since
September, 1996; Vice President, Chief Financial
Officer and Treasurer since December, 1998 of COGRA
(formerly Vice President, Chief Financial Officer and
Treasurer from July, 1997 to December, 1998 of TCG);
Senior Vice President of SR&F since August, 1998
(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).
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Advisor
Nancy L. Conlin 45 Secretary Secretary of the Funds since April, 1998 (formerly
Assistant Secretary from July, 1994 to April, 1998);
Director, Senior Vice President, General Counsel, Clerk
and Secretary of the Advisor since April, 1998
(formerly Vice President, Counsel, Assistant Secretary
and Assistant Clerk from July, 1994 to April, 1998);
Vice President, General Counsel and Secretary of COGRA
since December, 1998 (formerly Vice President-, General
Counsel and Clerk of TCG from April, 1998 to December,
1998; (formerly Assistant Clerk from July, 1994 to
April, 1998); (formerly Partner, Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo from June, 1990 to June, 1994)
Davey S. Scoon 51 Vice President Vice President of the Funds since June, 1993;,
Executive Vice President since July, 1993 and Director
since March, 1985 of the Advisor (formerly Senior Vice
President and Treasurer of the Advisor from March, 1985
to July, 1993); Executive Vice President and Chief
Operating Officer of COGRA since December, 1998
(formerly Executive Vice President and Chief Operating
Officer, TCG from March, 1995 to December, 1998; Vice
President - Finance and Administration from November,
1985 to March, 1995); Executive Vice President of SR&F
since August, 1998.
</TABLE>
* A Trustee who is an "interested person" (as defined in the Investment
Company Act of 1940 ("1940 Act")) 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 (except Mr.
Carberry) 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 and the lead Trustee receive an annual retainer of $5,000 and
Committee chairs receive $1,000 for each special meeting attended on a day other
than a regular joint meeting day. Committee members receive an annual retainer
of $1,000 and $1,000 for each special meeting attended on a day other than a
regular joint meeting day. 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 and/or its affiliate, Colonial Advisory Services, Inc. (CASI), has
rendered investment advisory services to investment company, institutional and
other clients since 1931. The Advisor currently serves as investment advisor or
administrator for 39 open-end and 5 closed-end management investment company
portfolios. Trustees and officers of the Trust, who are also officers of the
Advisor or its affiliates, will benefit from the advisory fees, sales
commissions and agency fees paid or allowed by the Trust. More than 30,000
financial advisors have recommended the funds to over 800,000 clients worldwide,
representing more than $16.3 billion in assets.
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.
17
<PAGE>
The Trustees have the authority to convert the funds into a master fund/feeder
fund structure. Under this structure, a fund may invest all or a portion of its
investable assets in investment companies with substantially the same investment
objectives, policies and restrictions as the fund. The primary reason to use the
master fund/feeder fund structure is to provide a mechanism to pool, in a single
master fund, investments of different investor classes, resulting in a larger
portfolio, investment and administrative efficiencies and economies of scale.
THE MANAGEMENT AGREEMENT (THIS SECTION DOES NOT APPLY TO COLONIAL MONEY MARKET
FUND, COLONIAL MUNICIPAL MONEY MARKET FUND, COLONIAL GLOBAL UTILITIES FUND,
NEWPORT TIGER FUND, NEWPORT JAPAN OPPORTUNITIES FUND, NEWPORT TIGER CUB FUND,
NEWPORT GREATER CHINA FUND OR NEWPORT ASIA PACIFIC FUND)
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 Advisor pays all salaries of officers of the Trust. The Trust pays all
expenses not assumed by the Advisor 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. LFD pays the cost of printing and distributing all other
Prospectuses.
ADMINISTRATION AGREEMENT (THIS SECTION APPLIES ONLY TO COLONIAL MONEY MARKET
FUND, COLONIAL MUNICIPAL MONEY MARKET FUND, COLONIAL GLOBAL UTILITIES FUND,
NEWPORT TIGER FUND, NEWPORT JAPAN OPPORTUNITIES FUND, NEWPORT TIGER CUB FUND,
NEWPORT GREATER CHINA FUND AND NEWPORT ASIA PACIFIC FUND AND THEIR RESPECTIVE
TRUSTS).
Under an Administration Agreement with each fund named above, the Advisor, in
its capacity as the Administrator to each fund, has contracted to perform the
following administrative services:
(a) providing office space, equipment and clerical
personnel;
(b) arranging, if desired by the respective Trust, for its
directors, officers and employees to serve as Trustees,
officers or agents of each fund;
(c) preparing and, if applicable, filing all documents
required for compliance by each fund with applicable
laws and regulations;
(d) preparation of agendas and supporting documents for and
minutes of meetings of Trustees, committees of Trustees
and shareholders;
(e) coordinating and overseeing the activities of each
fund's other third-party service providers; and
(f) maintaining certain books and records of each fund.
With respect to Colonial Money Market Fund and Colonial Municipal Money Market
Fund, the Administration Agreement for these funds provides for the following
services in addition to the services referenced above:
(g) Monitoring compliance by the fund with Rule 2a-7 under
the (1940 Act and reporting to the Trustees from time to
time with respect thereto; and
(h) Monitoring the investments and operations of the
following Portfolios: SR&F Municipal Money Market
Portfolio (Municipal Money Market Portfolio) in which
Colonial Municipal Money Market Fund is invested;
18
<PAGE>
SR&F Cash Reserves Portfolio in which Colonial Money
Market Fund is invested; and LFC Utilities Trust (LFC
Portfolio) in which Colonial Global Utilities Fund is
invested and reporting to the Trustees from time to time
with respect thereto.
The Advisor is paid a monthly fee at the annual rate of average daily net assets
set forth in Part 1 of this SAI.
THE PRICING AND BOOKKEEPING AGREEMENT
The Advisor provides pricing and bookkeeping services to each fund pursuant to a
Pricing and Bookkeeping Agreement. The Advisor, in its capacity as the
Administrator to each of Colonial Money Market Fund, Colonial Municipal Money
Market Fund and Colonial Global Utilities Fund, is paid an annual fee of
$18,000, plus 0.0233% of average daily net assets in excess of $50 million. For
each of the other funds (except for Newport Tiger Fund, Newport Japan
Opportunities Fund, Newport Tiger Cub Fund, Newport Greater China Fund and
Newport Asia Pacific Fund), the Advisor is 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
The Advisor provides pricing and bookkeeping services to Newport Tiger Fund,
Newport Japan Opportunities Fund, Newport Tiger Cub Fund, Newport Greater China
Fund and Newport Asia Pacific Fund for an annual fee of $27,000, plus 0.035% of
each fund's average daily net assets over $50 million.
Stein Roe & Farnham Incorporated, the investment advisor of each of the
Municipal Money Market Portfolio and LFC Portfolio, provides pricing and
bookkeeping services to each Portfolio for a fee of $25,000 plus 0.0025%
annually of average daily net assets of each Portfolio over $50 million.
PORTFOLIO TRANSACTIONS
THE FOLLOWING SECTIONS ENTITLED "INVESTMENT DECISIONS" AND "BROKERAGE AND
RESEARCH SERVICES" DO NOT APPLY TO COLONIAL MONEY MARKET FUND, COLONIAL
MUNICIPAL MONEY MARKET FUND, AND COLONIAL GLOBAL UTILITIES FUND. FOR EACH OF
THESE FUNDS, SEE PART 1 OF ITS RESPECTIVE SAI. THE ADVISOR OF NEWPORT TIGER
FUND, NEWPORT JAPAN OPPORTUNITIES FUND, NEWPORT TIGER CUB FUND, NEWPORT GREATER
CHINA FUND AND NEWPORT ASIA PACIFIC FUND FOLLOWS THE SAME PROCEDURES AS THOSE
SET FORTH UNDER "BROKERAGE AND RESEARCH SERVICES."
INVESTMENT DECISIONS. The Advisor acts as investment advisor to each of the
funds (except for the Colonial Money Market Fund, Colonial Municipal Money
Market Fund, Colonial Global Utilities Fund, Newport Tiger Fund, Newport Japan
Opportunities Fund, Newport Tiger Cub Fund, Newport Greater China Fund and
Newport Asia Pacific Fund, each of which is administered by the Advisor. The
Advisor's affiliate, CASI, advises other institutional, corporate, fiduciary and
individual clients for which CASI performs various services. 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. The funds and clients
advised by the Advisor or the funds administered by the Advisor sometimes invest
in securities in which the 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 the 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 the 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.
The portfolio managers of Colonial Utilities Fund, a series of Colonial Trust
IV, will use the trading facilities of Stein Roe & Farnham Incorporated, an
affiliate of the Advisor, to place all orders for the purchase and sale of this
fund's portfolio securities, futures contracts and foreign currencies.
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
19
<PAGE>
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 fFunds 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.
The Advisor may use the services of AlphaTrade Inc. (ATI), its registered
broker-dealer subsidiary, when buying or selling equity securities for a fund's
portfolio pursuant to procedures adopted by the Trustees and 1940 Act Rule
17e-1. Under the Rule, the Advisor must ensure that commissions a Fund pays ATI
on portfolio transactions are reasonable and fair compared to commissions
received by other broker-dealers in connection with comparable transactions
involving similar securities being bought or sold at about the same time. The
Advisor will report quarterly to the Trustees on all securities transactions
placed through ATI so that the Trustees may consider whether such trades
complied with these procedures and the Rule. ATI employs electronic trading
methods by which it seeks to obtain best price and execution for the fund, and
will use a clearing broker to settle trades.
PRINCIPAL UNDERWRITER
LFD is the principal underwriter of the Trust's shares. LFD 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
20
<PAGE>
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 holidays: New Year's
Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
the Fourth of July, 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 Board of 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 Board of Trustees.
(The following two paragraphs are applicable only to Newport Tiger Fund, Newport
Japan Opportunities Fund, Newport Tiger Cub Fund, Newport Greater China Fund and
Newport Asia Pacific Fund. "Advisor" in these two paragraphs refers to each
fund's Advisor, Newport Fund Management, Inc.)
Trading in securities on stock exchanges and over-the-counter markets in the Far
East is normally completed well before the close of the business day in New
York. Trading on Far Eastern securities markets may not take place on all
business days in New York, and trading on some Far Eastern securities markets
does take place on days which are not business days in New York and on which the
fund's NAV is not calculated.
The calculation of the fund's NAV accordingly may not take place
contemporaneously with the determination of the prices of the fund's portfolio
securities used in such calculations. Events affecting the values of portfolio
securities that occur between the time their prices are determined and the close
of the Exchange (when the fund's NAV is calculated) will not be reflected in the
fund's calculation of NAV unless the Advisor, acting under procedures
established by the Board of Trustees of the Trust, deems that the particular
event would materially affect the fund's NAV, in which case an adjustment will
be made. Assets or liabilities initially expressed in terms of foreign
currencies are translated prior to the next determination of the NAV of the
fund's shares into U.S. dollars at prevailing market rates.
AMORTIZED COST FOR MONEY MARKET FUNDS (THIS SECTION CURRENTLY DOES NOT APPLY TO
COLONIAL MONEY MARKET FUNDS, - SEE "AMORTIZED COST FOR MONEY MARKET FUNDS" UNDER
"OTHER INFORMATION CONCERNING THE PORTFOLIO" IN PART 1 OF THE SAI OF AND
COLONIAL MUNICIPAL MONEY MARKET FUND FOR INFORMATION RELATING TO THE MUNICIPAL
MONEY MARKET PORTFOLIO)
Money market funds generally value their portfolio securities at amortized cost
according to Rule 2a-7 under the 1940 Act.
21
<PAGE>
Portfolio instruments are valued under the amortized cost method, whereby the
instrument is recorded at cost and thereafter amortized to maturity. This method
assures a constant NAV but may result in a yield different from that of the same
portfolio under the market value method. The Trust's Trustees have adopted
procedures intended to stabilize a money market fund's NAV per share at $1.00.
When a money market fund's market value deviates from the amortized cost of
$1.00, and results in a material dilution to existing shareholders, the Trust's
Trustees will take corrective action that may include: realizing gains or
losses; shortening the portfolio's maturity; withholding distributions;
redeeming shares in kind; or converting to the market value method (in which
case the NAV per share may differ from $1.00). All investments will be
determined pursuant to procedures approved by the Trust's Trustees to present
minimal credit risk.
See the Statement of Assets and Liabilities in the shareholder report of the
Colonial Money Market Fund for a specimen price sheet showing the computation of
maximum offering price per share of Class A shares.
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, LFD'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 LFD retains the entire sales charge on any sales made to a
shareholder who does not specify a FSF on the Investment Account Application
("Application"). LFD generally retains 100% of any asset-based sales charge
(distribution fee) or contingent deferred sales charge. Such charges generally
reimburse LFD 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 LFD.
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, 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, Newport Fund Management, Inc., Crabbe Huson Group, Inc. and Stein
Roe & Farnham Incorporated may be purchased through the Fundamatic Program.
Preauthorized monthly bank drafts or electronic funds transfers for a fixed
amount of at least $50 are used to purchase a fund's shares at the public
offering price next determined after LFD 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 LFD.
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, Newport Fund Management, Inc.,
22
<PAGE>
Crabbe Huson Group, 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 generally 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 Liberty Funds Services,
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.
LFD 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. LFD 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. Investors Bank & Trust
Company is the Trustee of LFD prototype plans and charges a $15 annual fee.
Detailed information concerning these Retirement Plans and copies of the
Retirement Plans are available from LFD.
Participants in non-LFD prototype Retirement Plans (other than IRAs) also are
charged a $10 annual fee unless the plan maintains an omnibus account with LFSI.
Participants in LFD prototype Plans (other than IRAs) who liquidate the total
value of their account will also be charged a $15 close-out processing fee
payable to LFSI. The fee is in addition to any applicable CDSC. The fee will not
apply if the participant uses the proceeds to open a LFD 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 calling LFSI, 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, T and Z shares of the funds distributed by LFD. The applicable sales
charge is based on the combined total of:
1. the current purchase; and
23
<PAGE>
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, T and Z
shares).
LFD 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, 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 LFD the excess commission previously paid
during the thirteen-month period.
If the amount of the Statement is not purchased, the shareholder shall remit to
LFD 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.
COLONIAL ASSET BUILDER INVESTMENT PROGRAM (THIS SECTION CURRENTLY APPLIES ONLY
TO THE CLASS A SHARES OF COLONIAL SELECT VALUE FUND AND THE COLONIAL FUND, EACH
A SERIES OF COLONIAL TRUST III). A reduced sales charge applies to a purchase of
certain funds' Class A shares under a Statement of Intent for the Colonial Asset
Builder Investment Program (Program). The Program offer may be withdrawn at any
time without notice. A completed Program may serve as the initial investment for
a new Program, subject to the maximum of $4,000 in initial investments per
investor. Shareholders in this program are subject to a 5% sales charge. LFSI
will escrow shares to secure payment of the additional sales charge on amounts
invested if the Program is not completed. Escrowed shares are credited with
distributions and will be released when the Program has ended. Shareholders are
subject to a 1% fee on the amount invested if they do not complete the Program.
Prior to completion of the Program, only scheduled Program investments may be
made in a fund in which an investor has a Program account. The following
services are not available to Program accounts until a Program has ended:
Systematic Withdrawal Plan Share Certificates
Sponsored Arrangements Exchange Privilege
$50,000 Fast Cash Colonial Cash Connection
Right of Accumulation Automatic Dividend Diversification
Telephone Redemption Reduced Sales Charges for any "person"
Statement of Intent
*Exchanges may be made to other funds offering the Program.
Because of the unavailability of certain services, this Program may not be
suitable for all investors.
24
<PAGE>
The FSF receives 3% of the investor's intended purchases under a Program at the
time of initial investment and 1% after the 24th monthly payment. LFD may
require the FSF to return all applicable commissions paid with respect to a
Program terminated within six months of inception, and thereafter to return
commissions in excess of the FSF discount applicable to shares actually
purchased.
Since the Asset Builder plan involves continuous investment regardless of the
fluctuating prices of funds shares, investors should consult their FSF to
determine whether it is appropriate. The Plan does not assure a profit nor
protect against loss in declining markets.
REINSTATEMENT PRIVILEGE. An investor who has redeemed Class A, B, C 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 COLONIAL EMPLOYEES OR FINANCIAL SERVICE FIRMS (IN THIS SECTION,
THE "ADVISOR" REFERS TO COLONIAL MANAGEMENT ASSOCIATES, INC. IN ITS CAPACITY AS
THE ADVISOR OR ADMINISTRATOR TO CERTAIN FUNDS). 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; directors,
officers and employees of the Advisor, LFD and other companies affiliated with
the Advisor; registered representatives and employees of FSFs (including their
affiliates) that are parties to dealer agreements or other sales arrangements
with LFD; 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 a 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
LFD 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) (IN THIS SECTION, THE
"ADVISOR" REFERS TO COLONIAL MANAGEMENT ASSOCIATES, INC. IN ITS CAPACITY AS THE
ADVISOR OR ADMINISTRATOR TO CERTAIN FUNDS) (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."
25
<PAGE>
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 LFD 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 LFSI 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.
26
<PAGE>
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 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 guarantee request. Telephone redemption privileges for larger amounts
and for Newport Tiger Cub Fund, Newport Japan Opportunities Fund, Newport
Greater China Fund and Newport Asia Pacific 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 (IN THIS SECTION, THE "ADVISOR" REFERS TO COLONIAL MANAGEMENT
ASSOCIATES, INC. IN ITS CAPACITY AS THE ADVISOR OR ADMINISTRATOR OF CERTAIN
FUNDS) (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.
27
<PAGE>
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 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 LFD 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 generally 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.
28
<PAGE>
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 $10,000 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 (i.e. cumulative) rather than
average annual total returns or may not reflect the sales charge or CDSC.
Total return for a newer class of shares for periods prior to inception includes
(a) the performance of the newer class of shares since inception and (b) the
performance of the oldest existing class of shares from the inception date up to
the date the newer class was offered for sale. In calculating total rate of
return for a newer class of shares in accordance with certain formulas required
by the SEC, the performance will be adjusted to take into account the fact that
the newer class is subject to a different sales charge than the oldest class
(e.g., if the newer class is Class A shares, the total rate of return quoted
will reflect the deduction of the initial sales charge applicable to Class A
shares; if the newer class is Class B or Class C shares, the total rate of
return quoted will reflect the deduction of the CDSC applicable to Class B or
Class C shares). However, the performance will not be adjusted to take into
account the fact that the newer class of shares bears different class specific
expenses than the oldest class of shares (e.g., Rule 12b-1 fees). Therefore, the
total rate of return quoted for a newer class of shares will differ from the
return that would be quoted had the newer class of shares been outstanding for
the entire period over which the calculation is based (i.e., the total rate of
return quoted for the newer class will be higher than the return that would have
been quoted had the newer class of shares been outstanding for the entire period
over which the calculation is based if the class specific expenses for the newer
class are higher than the class specific expenses of the oldest class, and the
total rate of return quoted for the newer class will be lower than the return
that would be quoted had the newer class of shares been outstanding for this
entire period if the class specific expenses for the newer class are lower than
the class specific expenses of the oldest class). Performance results reflect
any voluntary waivers or reimbursements of fund expenses by the Advisor,
Administrator or its affiliates. Absent these waivers or reimbursements,
performance results 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 the Advisor or its affiliates have been added back to actual
expenses.
29
<PAGE>
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, Bloomberg and Ibbotson.
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 person's views on:
the economy; securities markets; portfolio securities and their issuers;
investment philosophies, strategies, techniques and criteria used in the
selection of securities to be purchased or sold for the fund, including the New
ValueTM investment strategy that expands upon the principles of traditional
value investing; the fund's portfolio holdings; the investment research and
analysis process; the formulation and evaluation of investment recommendations;
and the assessment and evaluation of credit, interest rate, market and economic
risks and similar or related matters.
The fund may also quote evaluations mentioned in independent radio or television
broadcasts, and use charts and graphs to illustrate the past performance of
various indices such as those mentioned in Appendix II and illustrations using
hypothetical rates of return to illustrate the effects of compounding and
tax-deferral. The fund may advertise examples of the effects of periodic
investment plans, including the principle of dollar cost averaging. In such a
program, an investor invests a fixed dollar amount in a fund at periodic
intervals, thereby purchasing fewer shares when prices are high and more shares
when prices are low.
From time to time, the fund may also discuss or quote the views of its
distributor, its investment advisor and other financial planning, legal, tax,
accounting, insurance, estate planning and other professionals, or from surveys,
regarding individual and family financial planning. Such views may include
information regarding: retirement planning; general investment techniques (e.g.,
asset allocation and disciplined saving and investing); business succession;
issues with respect to insurance (e.g., disability and life insurance and
Medicare supplemental insurance); issues regarding financial and health care
management for elderly family members; and similar or related matters.
30
<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.
31
<PAGE>
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.
32
<PAGE>
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.
33
<PAGE>
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 SERVICE
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.
34
<PAGE>
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.
35
<PAGE>
APPENDIX II
1998
SOURCE CATEGORY RETURN (%)
- ------ -------- ----------
CREDIT SUISSE FIRST BOSTON:
- -------------
First Boston High Yield 0.58
LIPPER, Inc.: AMEX Composite Index P 0.64
AMEX Computer Tech IX P 81.46
AMEX Institutional IX P 37.59
AMEX Major Market IX P 18.32
Aust Crdtstlt:Osh IX P N/A
Bse Sensex Index -16.50
CAC 40:FFR IX P 31.47
CD Rate 1 Month Index Tr 5.61
CD Rate 3 Month Index Tr 5.59
CD Rate 6 Month Index Tr 5.58
Consumer Price Index 1.61
Copnhgn SE:Dkr IX P N/A
DAX:Dm IX Tr 17.71
Dow Jones 65 Comp Av P 10.10
Dow Jones Ind Average P 16.10
Dow Jones Ind Dly Reinv 18.13
Dow Jones Ind Mth Reinv 18.15
Dow Jones Trans Av P -3.29
Dow Jones Trans Av Tr 0.02
Dow Jones Util Av P 14.37
Dow Jones Util Av Tr 18.88
FT-SE 100:Pd IX P 14.55
Hang Seng:Hng Kng $ IX -6.29
Jakarta Composite Index N/A
Jasdaq Index:Yen P N/A
Klse Composite Index -1.40
Kospi Index N/A
Lear High Growth Rate IX 1.53
Lear Low Priced Value IX -1.52
Lehman 1-3 Govt/Corp Tr 6.96
Lehman Aggregate Bd P 2.03
Lehman Aggregate Bd Tr 8.69
Lehman Cp Bd Int Tr 8.29
Lehman Govt Bd Int P 1.99
Lehman Govt Bd Int Tr 8.49
Lehman Govt Bd Long P 6.59
Lehman Govt Bd Long Tr 13.41
Lehman Govt Bd P 3.27
Lehman Govt Bd Tr 9.85
Lehman Govt/Cp Bd P 2.70
Lehman Govt/Cp Bd Tr 9.47
Lehman Govt/Cp Int P 1.78
Lehman Govt/Cp Int Tr 8.44
Lehman High Yield P -6.46
Lehman High Yield Tr 1.60
36
<PAGE>
Lehman Muni 10 Yr IX Tr 6.76
Lehman Muni 3 Yr IX Tr 5.21
Lehman Muni Bond IX Tr 6.48
Lehman 7-Year Muni Bond 6.23
ML 0-3 Yr Muni IX P 0.02
ML 0-3 Yr Muni IX Tr 5.01
ML 1-3 Yr Treasury IX P 0.60
ML 1-3 Yr Treasury IX Tr 7.00
ML 1-5 Yr Gv/Cp Bd IX P 1.12
ML 1-5 Yr Gv/Cp Bd IX Tr 7.68
ML 1-5 Yr Treasury IX P 1.32
ML 1-5 Yr Treasury IX Tr 7.74
ML 10+ Yr Treasury IX Tr 13.55
ML 15 Yr Mortgage IX P 0.85
ML 15 Yr Mortgage IX Tr 7.30
ML 3-5 Yr Govt IX P 2.40
ML 3-5 Yr Govt IX Tr 8.87
ML Corp Master Index P 1.47
ML Corp Master Index Tr 8.72
ML Glbl Govt Bond Inx P 7.71
ML Glbl Govt Bond Inx Tr 14.12
ML Glbl Gv Bond IX II P 8.32
ML Glbl Gv Bond IX II Tr 14.97
ML Global Bond Index P 6.07
ML Global Bond Index Tr 12.78
ML Gov Corp Master IX P 2.69
ML Gov Corp Master IX Tr 9.53
ML Govt Master Index P 3.17
ML Govt Master Index Tr 9.85
ML High Yld Master IX P -5.59
ML High Yld Master IX Tr 3.66
ML Mortgage Master IX P 0.68
ML Mortgage Master IX Tr 7.19
ML Treasury Master IX P 3.35
ML Treasury Master IX Tr 10.03
MSCI AC Americas Free GD 25.77
MSCI AC Americas Free ID 23.77
MSCI AC Asia Fr-Ja IX GD -7.79
MSCI AC Asia Fr-Ja IX ID -10.27
MSCI AC Asia Pac - Ja GD -4.77
MSCI AC Asia Pac - Ja ID -7.30
MSCI AC Asia Pac Fr-J GD -4.42
MSCI AC Asia Pac Fr-J ID -7.12
MSCI AC Asia Pac IX GD 2.03
MSCI AC Asia Pac IX ID 0.53
MSCI AC Europe IX GD 27.18
MSCI AC Europe IX ID 24.84
MSCI AC Fe - Ja IX GD -4.83
MSCI AC Fe - Ja IX ID -7.16
MSCI AC Fe Fr-Ja IX GD -4.82
MSCI AC Fe Fr-Ja IX ID -7.39
MSCI AC Fe Free IX GD 3.38
37
<PAGE>
MSCI AC Fe Free IX ID 2.07
MSCI AC Pac Fr-Jpn IX GD -2.07
MSCI AC Pac Fr-Jpn IX ID -4.86
MSCI AC World Fr-USA GD 14.46
MSCI AC World Fr-USA ID 12.36
MSCI AC World Free IX GD 21.97
MSCI AC World IX GD 21.72
MSCI AC World IX ID 19.69
MSCI AC World-USA IX GD 14.09
MSCI AC Wrld Fr-Ja IX GD 24.09
MSCI AC Wrld Fr-Ja IX ID 21.93
MSCI AC Wrld-Ja IX GD 23.80
MSCI AC Wrld-Ja IX ID 21.64
MSCI Argentina IX GD -24.30
MSCI Argentina IX ID -27.30
MSCI Australia IX GD 7.06
MSCI Australia IX ID 3.80
MSCI Australia IX ND 6.07
MSCI Austria IX GD 0.77
MSCI Austria IX ID -0.91
MSCI Austria IX ND 0.35
MSCI Belgium IX GD 68.73
MSCI Belgium IX ID 64.84
MSCI Belgium IX ND 67.75
MSCI Brazil IX GD -39.62
MSCI Brazil IX ID -44.07
MSCI Canada IX GD -5.70
MSCI Canada IX ID -7.44
MSCI Canada IX ND -6.14
MSCI Chile IX GD -28.50
MSCI Chile IX ID -30.65
MSCI China Dom Fr IX ID -51.52
MSCI China Free IX ID -43.83
MSCI China Non Dom IX ID -42.06
MSCI Colombia IX GD -42.17
MSCI Colombia IX ID -45.32
MSCI Czech Rep IX GD 0.54
MSCI Czech Rep IX ID -0.66
MSCI Denmark IX GD 9.38
MSCI Denmark IX ID 7.82
MSCI Denmark IX ND 8.99
MSCI EAFE + Canada IX GD 19.11
MSCI EAFE + Canada IX ID 17.02
MSCI EAFE + Canada IX ND 18.76
MSCI EAFE + EMF IX GD 15.25
MSCI EAFE + EMF IX ID 13.13
MSCI EAFE + Em IX GD 14.94
MSCI EAFE + Em IX ID 12.84
MSCI EAFE - UK IX GD 21.02
MSCI EAFE - UK IX ID 19.17
MSCI EAFE - UK IX ND 20.59
MSCI EAFE Fr IX ID 18.32
MSCI EAFE GDP Wt IX GD 27.12
MSCI EAFE GDP Wt IX ID 25.12
MSCI EAFE GDP Wt IX ND 26.71
MSCI EAFE IX GD 20.33
38
<PAGE>
MSCI EAFE IX ID 18.23
MSCI EAFE IX ND 20.00
MSCI EASEA IX GD 25.42
MSCI EASEA IX ID 22.94
MSCI EASEA IX ND 25.03
MSCI EMF Asia IX GD -11.00
MSCI EMF Asia IX ID -12.36
MSCI EMF Far East IX GD -6.23
MSCI EMF Far East IX ID -7.33
MSCI EMF IX GD -25.34
MSCI EMF IX ID -27.52
MSCI EMF Latin Am IX GD -35.11
MSCI EMF Latin Am IX ID -38.04
MSCI Em Asia IX GD -8.57
MSCI Em Asia IX ID -9.90
MSCI Em Eur/Mid East GD -26.01
MSCI Em Eur/Mid East ID -27.37
MSCI Em Europe IX GD -30.11
MSCI Em Europe IX ID -31.17
MSCI Em Far East IX GD -4.12
MSCI Em Far East IX ID -5.28
MSCI Em IX GD -23.21
MSCI Em IX ID -25.30
MSCI Em Latin Am IX GD -35.29
MSCI Em Latin Am IX ID -38.19
MSCI Europe - UK IX GD 33.95
MSCI Europe - UK IX ID 31.86
MSCI Europe - UK IX ND 33.38
MSCI Europe GDP Wt IX ID 31.74
MSCI Europe IX GD 28.91
MSCI Europe IX ID 26.53
MSCI Europe IX ND 28.53
MSCI European Union GD 30.44
MSCI European Union ID 27.93
MSCI Far East Free IX ID 1.52
MSCI Far East IX GD 2.56
MSCI Far East IX ID 1.22
MSCI Far East IX ND 2.39
MSCI Finland IX GD 122.63
MSCI Finland IX ID 119.10
MSCI Finland IX ND 121.64
MSCI France IX GD 42.06
MSCI France IX ID 40.00
MSCI France IX ND 41.54
MSCI Germany IX GD 29.88
MSCI Germany IX ID 28.17
MSCI Germany IX ND 29.43
MSCI Greece IX GD 78.11
MSCI Greece IX ID 75.01
MSCI Hongkong IX GD -2.92
MSCI Hongkong IX ID -7.60
MSCI Hongkong IX ND -2.92
MSCI Hungary IX GD -8.16
MSCI Hungary IX ID -8.70
MSCI India IX GD -21.24
MSCI India IX ID -22.89
39
<PAGE>
MSCI Indonesia IX GD -31.53
MSCI Indonesia IX ID -32.40
MSCI Ireland IX ID 32.99
MSCI Israel Dom IX ID -16.20
MSCI Israel IX ID -7.91
MSCI Israel Non Dom Ixid 42.21
MSCI Italy IX GD 53.20
MSCI Italy IX ID 50.99
MSCI Italy IX ND 52.52
MSCI Japan IX GD 5.25
MSCI Japan IX ID 4.27
MSCI Japan IX ND 5.05
MSCI Jordan IX GD -11.01
MSCI Jordan IX ID -14.26
MSCI Kokusai IX GD 27.46
MSCI Kokusai IX ID 25.30
MSCI Kokusai IX ND 26.96
MSCI Korea IX GD 141.15
MSCI Korea IX ID 137.54
MSCI Luxembourg IX ID 8.63
MSCI Malaysia IX GD -29.49
MSCI Malaysia IX ID -31.04
MSCI Mexico Free IX GD -33.53
MSCI Mexico Free IX ID -34.50
MSCI Mexico IX GD -34.18
MSCI Mexico IX ID -35.12
MSCI Netherland IX GD 23.93
MSCI Netherland IX ID 21.13
MSCI Netherland IX ND 23.23
MSCI New Zealand IX GD -21.48
MSCI New Zealand IX ID -25.23
MSCI New Zealand IX ND -22.62
MSCI Nordic IX GD 23.83
MSCI Nordic IX ID 21.78
MSCI Nordic IX ND 23.25
MSCI Norway IX GD -29.67
MSCI Norway IX ID -31.21
MSCI Norway IX ND -30.06
MSCI Nth Amer IX GD 29.04
MSCI Nth Amer IX ID 27.11
MSCI Nth Amer IX ND 28.46
MSCI Pac - Japan IX GD -6.22
MSCI Pac - Japan IX ID -9.55
MSCI Pac - Japan IX ND -6.64
MSCI Pacific Fr-Jpn ID -8.40
MSCI Pacific Free IX ID 1.43
MSCI Pacific IX GD 2.69
MSCI Pacific IX ID 1.16
MSCI Pacific IX ND 2.44
MSCI Pakistan IX GD -56.61
MSCI Pakistan IX ID -60.56
MSCI Peru IX GD -40.22
MSCI Peru IX ID -42.11
MSCI Philippines Fr Ixgd 13.45
MSCI Philippines Fr Ixid 12.60
MSCI Philippines IX GD 16.10
40
<PAGE>
MSCI Philippines IX ID 14.89
MSCI Portugal IX GD 27.90
MSCI Portugal IX ID 25.42
MSCI Russia IX GD -82.99
MSCI Russia IX ID -83.16
MSCI Sing/Mlysia IX GD -12.88
MSCI Sing/Mlysia IX ID -14.62
MSCI Sing/Mlysia IX ND -12.88
MSCI Singapore Fr IX GD -3.59
MSCI Singapore Fr IX ID -5.31
MSCI South Africa IX GD -27.56
MSCI South Africa IX ID -29.84
MSCI Spain IX GD 50.58
MSCI Spain IX ID 47.87
MSCI Spain IX ND 49.90
MSCI Sri Lanka IX GD -25.57
MSCI Sri Lanka IX ID -27.30
MSCI Sweden IX GD 14.54
MSCI Sweden IX ID 12.62
MSCI Sweden IX ND 13.96
MSCI Swtzrlnd IX GD 24.05
MSCI Swtzrlnd IX ID 22.57
MSCI Swtzrlnd IX ND 23.53
MSCI Taiwan IX GD -20.64
MSCI Taiwan IX ID -21.45
MSCI Thailand IX GD 19.09
MSCI Thailand IX ID 18.74
MSCI Turkey IX GD -52.51
MSCI Turkey IX ID -53.53
MSCI UK IX GD 17.80
MSCI UK IX ID 14.84
MSCI UK IX ND 17.80
MSCI USA IX GD 30.72
MSCI USA IX ID 28.79
MSCI USA IX ND 30.14
MSCI Venezuela IX GD -49.16
MSCI Venezuela IX ID -52.69
MSCI World - UK IX GD 25.63
MSCI World - UK IX ID 23.73
MSCI World - UK IX ND 25.11
MSCI World - USA IX GD 19.11
MSCI World - USA IX ID 17.02
MSCI World - USA IX ND 18.76
MSCI World GDP Wt IX ID 25.61
MSCI World IX Free ID 22.82
MSCI World IX GD 24.80
MSCI World IX ID 22.78
MSCI World IX ND 24.34
MSCI Wrld - Austrl IX GD 25.03
MSCI Wrld - Austrl IX ID 23.03
MSCI Wrld - Austrl IX ND 24.58
Madrid SE:Pst IX P 37.19
NASDAQ 100 IX P 85.31
41
<PAGE>
NASDAQ Bank IX P -11.77
NASDAQ Composite IX P 39.63
NASDAQ Industrial IX P 6.82
NASDAQ Insurance IX P -0.06
NASDAQ Natl Mkt Cmp IX 40.23
NASDAQ Natl Mkt Ind IX 6.27
NASDAQ Transport IX P -7.85
NYSE Composite P 16.55
NYSE Finance IX P 5.13
NYSE Industrials IX P 17.97
NYSE Transportation IX 3.46
NYSE Utilities IX P 33.04
Nikkei 225 Avg:Yen P -9.28
Oslo SE Tot:Fmk IX P N/A
PSE Technology IX P 54.60
Philippines Composite IX N/A
Russell 1000(R)Grow IX Tr 38.71
Russell 1000(R)IX P 25.12
Russell 1000(R)IX Tr 27.02
Russell 1000(R)Value IX Tr 15.63
Russell 2000(R)Grow IX Tr 1.23
Russell 2000(R)IX P -3.45
Russell 2000(R)IX Tr -2.55
Russell 2000(R)Value IX Tr -6.45
Russell 3000(R)IX P 22.32
Russell 3000(R)IX Tr 24.14
Russell Midcap(TM)Grow IX 17.86
Russell Midcap(TM)Inx Tr 10.09
Russell Midcap(TM)Value IX 5.09
S & P 100 Index P 31.33
S & P 500 Daily Reinv 28.58
S & P 500 Index P 26.67
S & P 500 Mnthly Reinv 28.60
S & P 600 Index P -2.10
S & P 600 Index Tr -1.31
S & P Financial IX Tr 11.43
S & P Financial Idx P 9.58
S & P Industrial IX Tr 33.71
S & P Industrials P 31.91
S & P Midcap 400 IX P 17.68
S & P Midcap 400 IX Tr 19.11
S & P Transport IX Tr -1.94
S & P Transport Index P -3.03
S & P Utility Index P 10.10
S & P Utility Index Tr 14.77
S & P/Barra Growth IX Tr 42.15
42
<PAGE>
S & P/Barra Value IX Tr 14.68
S Afr All Mng:Rnd IX P 3.72
SB Cr-Hdg Nn-US Wd IX Tr 11.53
SB Cr-Hdg Wd Gv Bd IX Tr 11.03
SB Non-US Wd Gv Bd IX Tr 17.79
SB USD 3month Dom CD IX 5.74
SB USD 3month Euro CD IX 6.19
SB USD 3month Eurodep IX 5.74
SB USD 3month Tbill IX 5.11
SB Wd Gv Bd:Austrl IX Tr 3.88
SB Wd Gv Bd:Germny IX Tr 19.76
SB Wd Gv Bd:Japan IX Tr 15.85
SB Wd Gv Bd:UK IX Tr 20.88
SB Wd Gv Bd:US IX Tr 10.00
SB World Govt Bond IX Tr 15.31
SB World Money Mkt IX Tr 9.11
Straits Times Index -7.62
Swiss Perf:Sfr IX Tr 15.37
T-Bill 1 Year Index Tr 4.93
T-Bill 3 Month Index Tr 4.88
T-Bill 6 Month Index Tr 4.94
Taiwan SE:T$ IX P -15.56
Thailand Set Index -4.53
Tokyo 2nd Sct:Yen IX P N/A
Tokyo Se(Topix):Yen IX N/A
Toronto 300:C$ IX P -3.19
Toronto SE 35:C$ IX P -2.05
Value Line Cmp IX-Arth 5.82
Value Line Cmp IX-Geom -3.79
Value Line Industrl IX -7.27
Value Line Railroad IX -9.93
Value Line Utilties IX 7.61
Wilshire 4500 Index Tr 8.63
Wilshire 5000 (Cap Wt)Tr 23.43
43
<PAGE>
Wilshire 5000 Index P 21.71
Wilshire Lg Cp Gro IX Tr N/A
Wilshire Lg Cp Val IX Tr N/A
Wilshire MD Cp Gro IX Tr N/A
Wilshire MD Cp Val IX Tr N/A
Wilshire Sm Cp Gro IX Tr -2.46
Wilshire Sm Cp Val IX Tr -4.87
THE NATIONAL ASSOCIATION OF REAL ESTATE INVESTMENT TRUST:
Real Estate Investment Trust Index -17.50
SALOMON SMITH BARNEY:
10 Year U.S. Government (Sovereign) 10.00
10 Year United Kingdom (Sovereign) 19.55
10 Year France (Sovereign) 12.59
10 Year Germany (Sovereign) 10.94
10 Year Japan (Sovereign) 0.50
10 Year Canada (Sovereign) 9.41
44
<PAGE>
45
<PAGE>
Each Russell Index listed above is a trademark/service mark of the Frank Russell
Company. Russell(TM) is a trademark of the Frank Russell Company.
*in U.S. currency
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481 (a)
(The Colonial Fund)
<TABLE>
<CAPTION>
Item Number of Form N-1A Statement of Additional Information Location or Caption
Part B
<S> <C>
10. Cover Page; Table of Contents
11. Organization and History
12. Investment Objective and Policies; Fundamental Investment
Policies; Other Investment Policies; Portfolio Turnover;
Miscellaneous Investment Practices
13. Fund Charges and Expenses
14. Fund Charges and Expenses
15. Fund Charges and Expenses
16. Fund Charges and Expenses; Management of the Funds
17. Organization and History; Fund Charges and Expenses;
Shareholder Meetings; Shareholder Liability
18. 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
19. Taxes
20. Fund Charges and Expenses; Management of the Funds
21. Fund Charges and Expenses; Investment Performance;
Performance Measures
22. Independent Accountants
</TABLE>
<PAGE>
THE COLONIAL FUND
Statement of Additional Information
March 1, 1999
This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectus of The Colonial
Fund (Fund). This SAI is not a prospectus and is authorized for distribution
only when accompanied or preceded by the Prospectus of the Fund dated March 1,
1999. The SAI should be read together with the Prospectus and the Fund's most
recent Annual Report dated October 31, 1998. Investors may obtain a free copy of
the Prospectus and the Annual Report from Liberty Funds Distributor, Inc., One
Financial Center, Boston, MA 02111-2621. The financial statements and Report of
Independent Accountants appearing in the October 31, 1998 Annual Report, are
incorporated in this SAI by reference.
Part 1 of this SAI contains specific information about the Fund. Part 2 includes
information about the funds distributed by LFD generally and additional
information about certain securities and investment techniques described in the
Fund's Prospectus.
TABLE OF CONTENTS
Part 1 Page
Definitions b
Organization and History b
Investment Objectives and Policies b
Fundamental Investment Policies b
Other Investment Policies c
Fund Charges and Expenses c
Investment Performance g
Custodian g
Independent Accountants g
Part 2
Miscellaneous Investment Practices 1
Taxes 10
Management of the Funds 13
Determination of Net Asset Value 18
How to Buy Shares 19
Special Purchase Programs/Investor Services 20
Programs for Reducing or Eliminating Sales Charges 21
How to Sell Shares 23
Distributions 25
How to Exchange Shares 25
Suspension of Redemptions 26
Shareholder Liability 26
Shareholder Meetings 26
Performance Measures 26
Appendix I 28
Appendix II 33
TF-16/762G-0299
<PAGE>
Part 1
THE COLONIAL FUND
Statement of Additional Information
March 1, 1999
DEFINITIONS
"Trust" Colonial Trust III
"Fund" The Colonial Fund
"Advisor" Colonial Management Associates, Inc., the
Fund's investment advisor
"LFD" Liberty Funds Distributor, Inc., the
Fund's distributor
"LFSI" Liberty Funds Services, Inc., the Fund's
investor services and transfer agent
ORGANIZATION AND HISTORY
The Trust is a Massachusetts business trust organized in 1986. The 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.
INVESTMENT OBJECTIVES AND POLICIES
The Fund is a diversified open-end management investment company. The Fund's
Prospectus describes its investment objectives and investment policies. Part 1
of this SAI includes additional information concerning, among other things, the
fundamental investment policies of the Fund. Part 2 contains additional
information about the following securities and investment techniques that are
utilized by the Fund:
Short-Term Trading
US Government Securities
Variable Rate Securities
Borrow of Money
Foreign Securities
Options on Securities
Foreign Currency Transactions
Futures Contracts and Related Options
Securities Loans
Stripped Securities
Forward Commitments
Mortgage Dollar Rolls
Rule 144A Securities
Repurchase Agreements
Reverse Repurchase Agreements
Except as indicated below under "Fundamental Investment Policies," the Fund's
investment policies are not fundamental, and the Trustees may change the
policies without shareholder approval.
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 cannot be changed without such a vote. Total assets and net
assets are determined at current value for purposes of compliance with
investment restrictions and policies. All percentage limitations will apply at
the time of investment and are not violated unless an excess or deficiency
occurs as a result of such investment. For the purpose of the Act's
diversification requirement, an issuer is the entity whose revenues support the
security.
The Fund may:
1. Borrow from banks, other affiliated funds and other entities to the
extent permitted by applicable law, provided that the Fund's borrowings
shall not exceed 33 1/3% of the value of its total assets (including the
amount borrowed) less liabilities (other than borrowings) or such other
percentage permitted by law;
2. Only own real estate acquired as the result of owning securities and not
more than 5% of total assets;
3. Purchase and sell futures contracts and related options so long as the
total initial margin and premiums on the contracts do not exceed 5% of
its 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% of its total assets in any one industry or
with respect to 75% of total assets purchase any security (other than
obligations of the U.S. government and cash items including receivables)
if as a result more than 5% of its total assets would then be invested in
securities of a single issuer or purchase the voting securities of an
issuer if, as a result of such purchases, the Fund would own more than
10% of the outstanding voting shares of such issuer.
OTHER INVESTMENT POLICIES
As non-fundamental investment policies which may be changed without a
shareholder vote, the Fund may not:
1. Purchase securities on margin, but it may receive short-term credit to
clear securities transactions and may
make initial or maintenance margin deposits in connection with futures
transactions;
2. Have a short securities position, unless the Fund owns, or owns rights
(exercisable without payment) to acquire, an equal amount of such
securities; and
3. Invest more than 15% of its net assets in illiquid assets.
Notwithstanding the investment policies and restrictions of the Fund, the Fund
may invest all or a portion of its investable assets in investment companies
with substantially the same investment objective, policies and restrictions as
the Fund.
FUND CHARGES AND EXPENSES
Under the Fund's management agreement, the Fund pays the Advisor monthly a fee
at the annual rate of 0.55% of the first $1 billion of the average daily net
assets of the Fund and 0.50% in excess of $1 billion. Under the Fund's pricing
and bookkeeping agreement, the Fund pays the Advisor a monthly pricing and
bookkeeping fee of $2,250 plus the following percentages of the Fund's average
daily net assets over $50 million:
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 the Fund's transfer agency and shareholder servicing agreement, the Fund
pays LFSI a monthly fee at the annual rate of 0.236% of average daily net
assets, plus certain out-of-pocket expenses.
Recent Fees paid to the Advisor, LFD and LFSI (dollars in thousands)
Years ended October 31
1998 1997 1996
---- ---- ----
Management fee $8,555 $7,578 $6,256
Bookkeeping fee 512 455 394
Shareholder service
and transfer agent fee 4,521 4,022 3,330
12b-1 fees:
Service fee (Classes A , B and C) 3,871 3,284 2,678
Distribution fee (Class B) 4,720 3,909 3,075
Distribution fee (Class C) 24 1 N/A
Brokerage Commissions (dollars in thousands)
1998 1997 1996
---- ---- ----
Total commissions $582 $870 $ 649
Directed transactions 0 95,622 22,526
Commissions on directed transactions 0 114 35
Commissions paid to AlphaTrade Inc. 124 0 0
Trustees and Trustees' Fees
For the fiscal year ended October 31, 1998 and the calendar year ended December
31, 1998, the Trustees received the following compensation for serving as
Trustees: (a)
<TABLE>
<CAPTION>
<S> <C> <C>
- ---------------------------- ------------------------------------------ ------------------------------------------------
Aggregate Compensation Total Compensation From The Fund Complex Paid
From Fund For The Fiscal Year Ended To The Trustees For The Calendar Year Ended
Trustee October 31, 1998 December 31, 1998 (b)
- ---------------------------- ------------------------------------------ ------------------------------------------------
- ---------------------------- ------------------------------------------ ------------------------------------------------
Robert J. Birnbaum (c) $7,012 $99,429
- ---------------------------- ------------------------------------------ ------------------------------------------------
- ---------------------------- ------------------------------------------ ------------------------------------------------
Tom Bleasdale (c) 7,403 (d) 115,000(e)
- ---------------------------- ------------------------------------------ ------------------------------------------------
- ---------------------------- ------------------------------------------ ------------------------------------------------
John E. Carberry (f) (g) N/A N/A
- ---------------------------- ------------------------------------------ ------------------------------------------------
- ---------------------------- ------------------------------------------ ------------------------------------------------
Lora S. Collins (c) 6,870 97,429
- ---------------------------- ------------------------------------------ ------------------------------------------------
- ---------------------------- ------------------------------------------ ------------------------------------------------
James E. Grinnell (c) 7,274 (h) 103,071
- ---------------------------- ------------------------------------------ ------------------------------------------------
- ---------------------------- ------------------------------------------ ------------------------------------------------
William D. Ireland, Jr.(i) 2,984 35,333
- ---------------------------- ------------------------------------------ ------------------------------------------------
- ---------------------------- ------------------------------------------ ------------------------------------------------
Richard W. Lowry (c) 6,923 98,214
- ---------------------------- ------------------------------------------ ------------------------------------------------
- ---------------------------- ------------------------------------------ ------------------------------------------------
Salvatore Macera (j)(f) 0 25,250
- ---------------------------- ------------------------------------------ ------------------------------------------------
- ---------------------------- ------------------------------------------ ------------------------------------------------
William E. Mayer (c) 7,293 99,286
- ---------------------------- ------------------------------------------ ------------------------------------------------
- ---------------------------- ------------------------------------------ ------------------------------------------------
James L. Moody, Jr. (c) 7,473 (k) 105,857 (l)
- ---------------------------- ------------------------------------------ ------------------------------------------------
- ---------------------------- ------------------------------------------ ------------------------------------------------
John J. Neuhauser (c) 7,423 105,323
- ---------------------------- ------------------------------------------ ------------------------------------------------
- ---------------------------- ------------------------------------------ ------------------------------------------------
George L. Shinn (i) 2,705 31,334
- ---------------------------- ------------------------------------------ ------------------------------------------------
- ---------------------------- ------------------------------------------ ------------------------------------------------
Thomas E. Stitzel (j)(f) 0 25,250
- ---------------------------- ------------------------------------------ ------------------------------------------------
- ---------------------------- ------------------------------------------ ------------------------------------------------
Robert L. Sullivan (c) 7,237 104,100
- ---------------------------- ------------------------------------------ ------------------------------------------------
- ---------------------------- ------------------------------------------ ------------------------------------------------
Anne-Lee Verville (c) (f) 0 23,445 (m)
- ---------------------------- ------------------------------------------ ------------------------------------------------
- ---------------------------- ------------------------------------------ ------------------------------------------------
Sinclair Weeks, Jr. (i) 2,915 34,333
- ---------------------------- ------------------------------------------ ------------------------------------------------
</TABLE>
(a) The Fund does not currently provide pension or retirement plan
benefits tothe Trustees.
(b) At December 31, 1998, the complex consisted of 47 open-end and 5
closed-end management investment portfolios in the Colonial Funds
(Colonial Funds) and 9 open-end management investment portfolios in the
Liberty Variable Investment Trust (LVIT) (together, the Fund Complex).
(c) Elected by the shareholders of LVIT on October 30, 1998.
(d) Includes $1,785 payable in later years as deferred compensation.
(e) Includes $52,000 payable in later years as deferred compensation.
(f) Elected by the trustees of the closed-end Colonial Funds on June 18,
1998 and by the shareholders of the open-end Colonial Funds on October
30, 1998.
(g) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial Companies, Inc. (Liberty Financial).
(h) Includes $136 payable in later years as deferred compensation.
(i) Retired as a trustee of the Trust on April 24, 1998.
(j) Elected by the shareholders of the open-end Colonial Funds on October
30, 1998, and by the trustees of the closed-end Colonial Funds on
December 17, 1998.
(k) Total compensation of $7,473 for the fiscal year ended October 31,
1998, will be payable in later years as deferred compensation.
(l) Total compensation of $105,857 for the calendar year ended December 31,
1998, will be payable in later years as deferred compensation.
(m) Total compensation of $23,445 for the calendar year ended December 31,
1998, will be payable in later years as deferred compensation.
For the fiscal year ended December 31, 1998, the Trustees received the following
compensation in their capacities as Trustees or Directors of the Liberty
All-Star Equity Fund and of the Liberty All-Star Growth Fund, Inc. (together,
Liberty All-Star Funds):
Total Compensation From
Liberty All-Star Funds For The Calendar
Trustee Year Ended December 31, 1998 (n)
- ------- -----------------------------
Robert J. Birnbaum $25,000
John E. Carberry (g) (o) N/A
James E. Grinnell 25,000
Richard W. Lowry 25,000
William E. Mayer (p) 14,000
John J. Neuhauser (q) 25,000
(n) The Liberty All-Star Funds are advised by Liberty Asset Management
Company (LAMCO). LAMCO is an indirect wholly-owned subsidiary of
Liberty Financial (an intermediate parent of the Advisor).
(o) Elected by the trustees of the Liberty All-Star Funds on June 30, 1998.
(p) Elected by the shareholders of the Liberty All-Star Equity Fund on
April 22, 1998 and by the trustees of the Liberty All-Star Growth Fund,
Inc. on December 17, 1998.
(q) Elected by the shareholders of the Liberty All-Star Funds on April 22, 1998.
Ownership of the Fund
The following information is as of January 31, 1999:
The officers and Trustees of the Trust as a group beneficially owned less than
1% of the Class A and Class B shares then outstanding.
Merrill Lynch, Pierce, Fenner & Smith For the Sole Benefit of its Customers,
Attn: Fund Administration, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville,
FL 32216 owned of record 53,258 Class C shares representing 8.02% of the then
outstanding shares of such Class.
Liberty Northwest Insurance Corporation, 825 N.E. Multnomah Street, Suite 2000,
Portland, OR 97232 owned of record 1,346,122 Class Z shares representing 62.16%
of the then outstanding shares of such Class.
Charles Schwab & Co Inc., Cust, Attn: Mutual Funds Dept, 101 Montgomery Street.,
Street, San Francisco CA 94104-4122 owned of record 819,082 Class Z shares
representing 37.82% of the outstanding shares of such Class.
There were 46,256 Class A, 49,866 Class B, 705 Class C and 3 Class Z
shareholders of record of the Fund.
Sales Charges (dollars in thousands)
Class A Shares
Years ended October 31
1998 1997 1996
---- ---- ----
Aggregate initial sales charges on
Fund share sales $1,210 $1,169 $1,711
Initial sales charges retained by LFD $ 189 $ 175 $ 254
Aggregate contingent deferred sales
charges (CDSC) on Fund redemptions
retained by LFD $ 1 $ 0 $ 0
Class B Shares
Years ended October 31
1998 1997 1996
---- ---- ----
Aggregate CDSC on Fund redemptions
Retained by LFD $829 $956 $787
Class C Shares
Years ended October 31
1998 1997
---- ----
Aggregate CDSC on Fund redemptions
Retained by LFD $5 $0
12b-1 Plan, CDSCs and Conversion of Shares
The Fund offers four classes of shares - Class A, Class B, Class C and Class Z.
The Fund may in the future offer other classes of shares. The Trustees have
approved a 12b-1 plan (Plan) pursuant to Rule 12b-1 under the Act for Class A,
Class B and Class C shares. Under the Plan, the Fund pays LFD monthly a service
fee at an annual rate of 0.15% of the Fund's net assets attributable to Class A
shares outstanding prior to April 1, 1989, and a service fee at an annual rate
of 0.25% of the Fund's net assets attributable to shares of each Class issued
thereafter. The Fund also pays LFD monthly a distribution fee at an annual rate
of 0.75% of the average daily net assets attributable to its Class B and Class C
shares. LFD may use the entire amount of such fees to defray the costs 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 LFD's expenses, LFD may realize a profit from the fees.
The Plan authorizes any other payments by the Fund to LFD 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 Plan could be a significant factor in the growth and
retention of the Fund's assets resulting in more advantageous expense ratios and
increased investment flexibility which could benefit each class of Fund
shareholders. The Plan 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 Fund and
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related to the Plan (Independent Trustees), cast in person at a
meeting called for the purpose of voting on the Plan. 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 Plan must be approved by the Trustees in the manner
provided in the foregoing sentence. The Plan 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 Plan will only be effective if the selection and nomination of the
Trustees of the Trust who are not interested persons of the Trust is effected by
such disinterested 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 and are
subject to a CDSC if redeemed within six years of 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 Z shares are offered at net asset value and are
not subject to a CDSC. The CDSCs are described in the Prospectus.
No CDSC will be imposed on shares derived from reinvestment of distributions or
on amounts representing 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.
Sales-related expenses (dollars in thousands) of LFD relating to the Fund for
the fiscal year ended October 31, 1998, were:
Class A Class B Class C
Fees to FSFs $2,168 $6,246 $54
Cost of sales material relating to the Fund
(including $ 117 $ 341 $16
Printing and mailing expenses)
Allocated travel, entertainment and other
Promotional expenses (including advertising) $ 134 $ 382 $19
INVESTMENT PERFORMANCE
The Fund's Class A, Class B, Class C and Class Z yields for the month ended
October 31, 1998 were 2.12%, 1.51%,1.51% and 2.47%, respectively.
The Fund's average annual total returns at October 31, 1998 were:
Class A
1 year 5 years 10 years
------ ------- --------
With sales charge of 5.75% 2.81% 13.17% 12.82%
Without sales charge 9.08% 14.52% 13.49%
Class B
1 year 5 years 10 years(r)
------ ------- -----------
With applicable CDSC 3.62% (5.00% CDSC) 13.41% (2.00% CDSC) 12.94% (NO CDSC)
Without CDSC 8.27% 13.65% 12.94%
Class C
1 year 5 years(r) 10 years(r)
------ ---------- -----------
With applicable CDSC 7.28% (1.00% CDSC) 14.30% 13.39%
Without CDSC 8.21% 14.30% 13.39%
Class Z
1 year 5 years(r) 10 years(r)
------ ------- ----------
9.35% 14.76% 13.61%
(r) Classes B, C and Z shares (newer classes of shares) performance
includes returns of the Fund's Class A shares (the oldest existing fund
class) for periods prior to the inception of the newer classes of
shares. Class B were initially offered on May 5, 1992; Class C shares
were initially offered on August 1, 1997; and Class Z shares were
initially offered on July 31, 1995. The Class A shares returns are not
restated to reflect any differences in expenses (like Rule 12b-1 fees)
between Class A shares and newer classes of shares.
The Fund's Class A, Class B, Class C and Class Z share distribution rates at
October 31, 1998, based on the previous calendar quarter's distributions,
annualized, and the maximum offering price at October 31, 1998, were 2.18%,
1.55%, 1.58% and 2.55%, respectively.
See Part 2 of this SAI, "Performance Measures," for how calculations are made.
CUSTODIAN
The Chase Manhattan Bank, located at 270 Park Avenue, New York, New York
10017-2070, is the Fund's custodian. The custodian is responsible for
safeguarding the Fund's cash and securities, receiving and delivering securities
and collecting the Fund's interest and dividends.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, located at 160 Federal Street, Boston, Massachusetts
02110-2624, is the Fund's independent accountants providing audit and tax return
preparation services and assistance and consultation in connection with the
review of various Securities and Exchange Commission filings. The financial
statements incorporated by reference in this SAI have been so incorporated, and
the financial highlights included in the Prospectus have been so included, in
reliance upon the report of PricewaterhouseCoopers LLP given on the authority of
said firm as experts in accounting and auditing.
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481 (a)
(Colonial International Horizons Fund)
<TABLE>
<CAPTION>
Item Number of Form N-1A Statement of Additional Information Location or Caption
Part B
<S> <C>
10. Cover Page; Table of Contents
11. Organization and History
12. Investment Objective and Policies; Fundamental Investment
Policies; Other Investment Policies; Portfolio Turnover;
Miscellaneous Investment Practices
13. Fund Charges and Expenses
14. Fund Charges and Expenses
15. Fund Charges and Expenses
16. Fund Charges and Expenses; Management of the Funds
17. Organization and History; Fund Charges and Expenses;
Shareholder Meetings; Shareholder Liability
18. 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
19. Taxes
20. Fund Charges and Expenses; Management of the Funds
21. Fund Charges and Expenses; Investment Performance;
Performance Measures
22. Independent Accountants
</TABLE>
<PAGE>
COLONIAL INTERNATIONAL HORIZONS FUND
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 1999
This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectus of Colonial
International Horizons Fund (Fund). This SAI is not a prospectus and is
authorized for distribution only when accompanied or preceded by the Prospectus
of the Fund dated March 1, 1999. This SAI should be read together with the
Prospectus and the Fund's most recent Annual Report dated October 31, 1998.
Investors may obtain a free copy of the Prospectus and the Annual Report from
Liberty Funds Distributor, Inc. (LFD), One Financial Center, Boston, MA
02111-2621. The financial statements and Report of Independent Accountants
appearing in the October 31, 1998 Annual Report are incorporated in this SAI by
reference.
Part 1 of this SAI contains specific information about the Fund. Part 2 includes
information about the funds distributed by LFD generally and additional
information about certain securities and investment techniques described in the
Fund's Prospectus.
TABLE OF CONTENTS
PART 1 PAGE
Definitions b
Organization and History b
Investment Objective and Policies b
Fundamental Investment Policies b
Other Investment Policies c
Fund Charges and Expenses c
Investment Performance g
Custodian f
Independent Accountants f
PART 2
Miscellaneous Investment Practices 1
Taxes 11
Management of the Funds 13
Determination of Net Asset Value 19
How to Buy Shares 20
Special Purchase Programs/Investor Services 20
Programs for Reducing or Eliminating Sales Charges 21
How to Sell Shares 24
Distributions 25
How to Exchange Shares 26
Suspension of Redemptions 26
Shareholder Liability 26
Shareholder Meetings 26
Performance Measures 27
Appendix I 29
Appendix II 34
<PAGE>
HZ-16/664G-0299
b
<PAGE>
PART 1
COLONIAL INTERNATIONAL HORIZONS FUND
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 1998
DEFINITIONS
"Trust" Colonial Trust III
"Fund" Colonial International Horizons Fund
"Advisor" Colonial Management Associates, Inc., the Fund's
investment advisor
"LFD" Liberty Funds Distributor, Inc., the Fund's
distributor
"LFSI" Liberty Funds Services, Inc., the Fund's
shareholder services and transfer agent
ORGANIZATION AND HISTORY
The Trust is a Massachusetts business trust organized in 1986. The 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 Part 2 of this SAI for
more information.
Effective February 28, 1997, the Fund changed its name from "Colonial Global
Natural Resources Fund" to its current name.
INVESTMENT OBJECTIVE AND POLICIES
The Fund's Prospectus describes its investment objective and policies. Part 1 of
this SAI includes additional information concerning, among other things, the
fundamental investment policies of the Fund. Part 2 contains additional
information about the following securities and investment techniques utilized by
the Fund:
Foreign Securities
Foreign Currency Transactions
Currency Forward and Futures Contracts
Repurchase Agreements
Futures Contracts and Related Options
Options
Money Market Instruments
Except as indicated below under "Fundamental Investment Policies," the Fund's
investment policies are not fundamental, and the Trustees may change the
policies without shareholder approval.
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 cannot be changed without such a vote.
The Fund may:
1. Borrow from banks, other affiliated funds and other entities to the
extent permitted by applicable law, provided
c
<PAGE>
that the Fund's borrowings shall not exceed 33 1/3% of the value of
its total assets (including the amount borrowed) less liabilities
(other than borrowings) or such other percentage permitted by law;
2. Only own real estate acquired as the result of owning securities;
and not more than 5% of total assets;
3. Purchase and sell futures contracts and related options so long as
the total initial margin and premiums on the contracts does not
exceed 5% of its 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% of its total assets in any one
industry.
Total assets and net assets are determined at current value for purposes of
compliance with investment restrictions and policies. All percentage limitations
will apply at the time of investment and are not violated unless an excess or
deficiency occurs as a result of such investment. For the purpose of the Act
diversification requirement, an issuer is the entity whose revenues support the
security.
OTHER INVESTMENT POLICIES
As non-fundamental investment policies which may be changed without a
shareholder vote, the Fund may not:
1. Purchase securities on margin, but it may receive short-term credit
to clear securities transactions and may make initial or
maintenance margin deposits in connection with futures
transactions;
2. Have a short securities position, unless the Fund owns, or owns
rights (exercisable without payment) to acquire, an equal amount of
such securities; and
3. Invest more than 15% of its net assets in illiquid securities.
Notwithstanding the investment policies of the Fund, the Fund may invest
substantially all of its investable assets in another investment company that
has substantially the same investment objective, policies and restrictions as
the Fund.
FUND CHARGES AND EXPENSES
Under the Fund's Management Agreement, the Fund pays the Advisor a monthly fee
based on the average daily net assets of the Fund at the annual rate of 0.75%.
RECENT FEES PAID TO THE ADVISOR, LFD AND LFSI (dollars in thousands)
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31
----------------------
1998 1997 1996
---- ---- ----
<C> <S> <S> <S>
Management fee $557 $483 $434
Bookkeeping fee 35 32 30
Shareholder service and transfer agent 245 213 190
fee
12b-1 fees:
Service fee (Classes A, B and C)(a) 183 163 145
Distribution fee (Class B) 257 208 180
Distribution fee (Class C)(a) 4 (b) --
</TABLE>
(a) Class C shares were initially offered on August 1, 1997.
(b) Rounds to less than one.
d
<PAGE>
BROKERAGE COMMISSIONS (dollars in thousands)
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31
----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Total commissions $187 $123 $ 155
Directed transactions 0 -- 1,924
Commissions on directed transactions 0 -- 5
Commissions on AlphaTrade Inc.(c) 1 -- --
</TABLE>
(c) An affiliated broker-dealer of the Advisor used for buying and selling
equity securities for the Fund.
e
<PAGE>
TRUSTEES AND TRUSTEES' FEES
For fiscal year ended October 31, 1998 and the calendar year ended December 31,
1998, the Trustees received the following compensation for serving as
Trustees(d):
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM TOTAL COMPENSATION FROM THE FUND COMPLEX PAID
FUND FOR THE FISCAL YEAR TO THE TRUSTEES FOR THE CALENDAR YEAR ENDED
TRUSTEE ENDED OCTOBER 31, 1998 DECEMBER 31, 1998(e)
- ------- ---------------------- --------------------
<S> <C> <C>
Robert J. Birnbaum (f) $1,027 $ 99,429
Tom Bleasdale(f) 1,084(g) 115,000(h)
John V. Carberry(i)(j) N/A N/A
Lora S. Collins(f) 1,006 97,429
James E. Grinnell(f) 1,064(k) 103,071
William D. Ireland, Jr.(l) 436 35,333
Richard W. Lowry (f) 1,015 98,214
Salvatore Macera(m) --- 25,250
William E. Mayer(f) 1,066 99,286
James L. Moody, Jr.(f) 1,089(n) 105,857(o)
John J. Neuhauser(f) 1,089 105,323
George L. Shinn(l) 396 31,334
Thomas E. Stitzel(m) --- 25,250
Robert L. Sullivan(f) 1,100 104,100
Anne-Lee Verville(f)(i) --- 23,445(p)
Sinclair Weeks, Jr.(l) 426 34,333
</TABLE>
(d) The Fund does not currently provide pension or retirement plan
benefits to the Trustees.
(e) At December 31, 1998, the complex consisted of 47 open-end and 5
closed-end management investment portfolios in the Colonial Funds
(Colonial Funds) and 9 open-end management investment portfolios in
the Liberty Variable Investment Trust (LVIT) (together, the Fund
Complex).
(f) Elected by the shareholders of LVIT on October 30, 1998.
(g) Includes $542 payable in later years as deferred compensation.
(h) Includes $52,000 payable in later years as deferred compensation.
(i) Elected by the trustees of the closed-end Colonial Funds on June
18, 1998 and by the shareholders of the open-end Colonial Funds on
October 30, 1998.
(j) Does not receive compensation because he is an affiliated Trustee
and employee of Liberty Financial Companies, Inc. (Liberty
Financial).
(k) Includes $8 payable in later years as deferred compensation.
(l) Retired as trustee of the Trust on April 24, 1998.
(m) Elected by the shareholders of the open-end Colonial Funds on
October 30, 1998, and by the trustees of the closed-end Colonial
Funds on December 17, 1998.
(n) Total compensation of $1,089 for the fiscal year ended October 31,
1998, will be payable in later years as deferred compensation.
(o) Total compensation of $105,857 for the calendar year ended December
31, 1998, will be payable in later years as deferred compensation.
(p) Total compensation of $23,445 for the calendar year ended December
31, 1998, will be payable in later years as deferred compensation.
For the fiscal year ended December 31, 1998, certain of the Trustees received
the following compensation in their capacities as Trustees or Directors of the
Liberty All-Star Equity Fund and of the Liberty All-Star Growth Fund, Inc.
(together, Liberty All-Star Funds):
TOTAL COMPENSATION
FROM LIBERTY ALL-STAR FUNDS FOR THE
TRUSTEE CALENDAR YEAR ENDED DECEMBER 31, 1998 (q)
- ------- -----------------------------------------
f
<PAGE>
Robert J. Birnbaum $25,000
John V. Carberry (r)(s) N/A
James E. Grinnell 25,000
Richard W. Lowry 25,000
William E. Mayer (t) 14,000
John J. Neuhauser (u) 25,000
(q) The Liberty All-Star 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).
(r) Does not receive compensation because he is an affiliated Trustee
and employee of Liberty Financial.
(s) Elected by the trustees/directors of the Liberty All-Star Funds on
June 30, 1998.
(t) Elected by the shareholders of the Liberty All-Star Equity Fund on
April 22, 1998 and by the directors of the Liberty All-Star Growth
Fund, Inc. on December 17, 1998.
(u) Elected by the shareholders of the Liberty All-Star Funds on April
22, 1998.
g
<PAGE>
OWNERSHIP OF THE FUND
As of record on January 29, 1999, the Trustees and officers of the Trust as a
group owned less than 1% of the outstanding Class A, Class B and Class C shares
of the Fund.
As of record on February 5, 1999, the following shareholders owned more than 5%
of the referenced class of shares:
Charles Schwab & Co. Inc., 101 Montgomery Street, San Francisco, CA 94104-4122,
owned 466,881 shares representing 9.87% of the then outstanding Class A shares.
Merrill Lynch, Pierce, Fenner & Smith, Inc., 4800 Deer Lake Drive East, 3rd
Floor, Jacksonville, Florida 32216, owned 612,608 shares representing 12.89% of
the then outstanding Class B shares.
Merrill Lynch, Pierce, Fenner & Smith, Inc., 4800 Deer Lake Drive East, 3rd
Floor, Jacksonville, Florida 32216, owned 10,336 shares representing 9.37% of
the then outstanding Class C shares.
Colonial Management Associates, Inc., One Financial Center, Boston,
Massachusetts 02111-2621, owned 17,978 shares representing 16.31% of the then
outstanding Class C shares.
At January 31, 1999, there were 6,807 Class A, 9,473 Class B and 282 Class C
record holders of the Fund.
SALES CHARGES (dollars in thousands)
<TABLE>
<CAPTION>
CLASS A SHARES
YEARS ENDED OCTOBER 31
----------------------
1998 1997 1996
---- ---- ----
Aggregate initial sales charges on Fund
<S> <C> <C> <C>
share sales $33 $37 $84
Initial sales charges retained by LFD 6 5 14
</TABLE>
<TABLE>
<CAPTION>
CLASS A SHARES
YEARS ENDED OCTOBER 31
----------------------
1998 1997 1996
---- ---- ----
Aggregate contingent deferred sales
charges (CDSC) on Fund redemptions
<S> <C> <C>
retained by LFD (v) $0 $0
</TABLE>
<TABLE>
<CAPTION>
CLASS B SHARES
YEARS ENDED OCTOBER 31
----------------------
1998 1997 1996
---- ---- ----
Aggregate CDSC on Fund redemptions
<S> <C> <C> <C>
retained by LFD $139 $82 $91
</TABLE>
h
<PAGE>
CLASS C SHARES
YEARS ENDED OCTOBER 31
----------------------
1998 1997
---- ----
Aggregate CDSC on Fund redemptions
retained by LFD $1 $0
(v) Rounds to less than one.
12B-1 PLAN, CDSC AND CONVERSION OF SHARES
The Fund offers four classes of shares - Class A, Class B, Class C and Class Z.
The Fund may in the future offer other classes of shares. The Trustees have
approved a 12b-1 Plan (Plan) pursuant to Rule 12b-1 under the Act. Under the
Plan, the Fund pays LFD monthly a service fee at an annual rate of 0.25% of the
Fund's net assets attributed to each Class of shares. The Fund also pays LFD
monthly a distribution fee at an annual rate of 0.75% of the Fund's average
daily net assets attributed to Class B and Class C shares. LFD 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 the amount of LFD's
expenses, LFD may realize a profit from the fees.
The Plan authorizes any other payments by the Fund to LFD and its affiliates
(including the Advisor) to the extent that such payments might be construed to
be indirect financing of the distribution of Fund shares.
The Trustees believe the Plan could be a significant factor in the growth and
retention of Fund assets resulting in a more advantageous expense ratio and
increased investment flexibility which could benefit each class of Fund
shareholders. The Plan 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 Plan or in
any agreements related to the Plan (independent Trustees), cast in person at a
meeting called for the purpose of voting on the Plan. 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 Plan must be approved by the Trustees in the manner
provided in the foregoing sentence. The Plan 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 Plan will only be effective if the selection and nomination of the
Trustees who are not interested persons of the Trust is effected by such
disinterested 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 and are
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. The CDSCs are described in the Prospectus. Class
Z shares are offered at net asset value and are not subject to a CDSC.
No CDSC will be imposed on shares derived from reinvestment of distributions or
amounts representing 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.
i
<PAGE>
SALES-RELATED EXPENSES (dollars in thousands) of LFD relating to the Fund were:
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31, 1998
---------------------------
CLASS A SHARES CLASS B SHARES CLASS C SHARES
-------------- -------------- --------------
<S> <C> <C> <C>
Fees to FSFs $94 $226 $5
Cost of sales material relating to the Fund
(including printing and mailing expenses) 62 23 3
Allocated travel, entertainment and other promotional
expenses (including advertising) 33 13 2
</TABLE>
INVESTMENT PERFORMANCE
The Fund's Classes A, Class B and Class C share average annual total returns at
October 31, 1998 were:
<TABLE>
<CAPTION>
CLASS A SHARES
PERIOD JUNE 8, 1992
(COMMENCEMENT OF INVESTMENT OPERATIONS)
1 YEAR 5 YEARS THROUGH OCTOBER 31, 1998
------ ------- ------------------------
<S> <C> <C> <C>
With sales charge of 5.75% (6.82)% 7.41% 9.22%
Without sales charge (1.14)% 8.69% 10.24%
</TABLE>
<TABLE>
<CAPTION>
CLASS B SHARES
PERIOD JUNE 8, 1992
(COMMENCEMENT OF INVESTMENT
1 YEAR 5 YEARS OPERATIONS) THROUGH OCTOBER 31, 1998
------ ---------- ------------------------------------
<S> <C> <C> <C>
With applicable CDSC (5.79)% (5.00% CDSC) 7.59% 9.43%
Without CDSC 1.76% 7.89% 9.43%
</TABLE>
CLASS C SHARES
<TABLE>
<CAPTION>
PERIOD JUNE 8, 1992
(COMMENCEMENT OF INVESTMENT OPERATIONS)
1 YEAR 5 YEARS(w) THROUGH OCTOBER 31, 1998(w)(x)
------ ---------- ------------------------------
<S> <C> <C> <C>
With applicable CDSC (2.34)% 7.93% 9.46%
Without CDSC (1.53)% 7.93% 9.46%
</TABLE>
(w) Class C shares (newer class of shares) performance includes returns
of the Fund's Class B shares (the oldest existing fund class) for periods to the
inception of the newer class of shares. The Class B share returns are not
restated to reflect any differences in expenses (like Rule 12b-1 fees) between
Class B shares and the newer class of shares.
(x) Class C shares were initially offered on August 1, 1997.
j
<PAGE>
See Part 2 of this SAI, "Performance Measures," for how calculations are made.
CUSTODIAN
The Chase Manhattan Bank, located at 270 Park Avenue, New York, NY 10017-0270,
is the Fund's custodian. The custodian is responsible for safeguarding the
Fund's cash and securities, receiving and delivering securities and collecting
the Fund's interest and dividends.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, located at 160 Federal Street, Boston, MA
02110-2624, are the Fund's independent accountants, providing audit and tax
return services and assistance and consultation in connection with the review of
various Securities and Exchange Commission filings. The financial statements
incorporated by reference in this SAI have been so incorporated, and the
financial highlights included in the Prospectus have been so included, in
reliance upon the report of PricewaterhouseCoopers LLP given on the authority of
said firm as experts in accounting and auditing.
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481 (a)
(Colonial Global Equity Fund)
<TABLE>
<CAPTION>
Item Number of Form N-1A Statement of Additional Information Location or Caption
Part B
<S> <C>
10. Cover Page; Table of Contents
11. Organization and History
12. Investment Objective and Policies; Fundamental Investment
Policies; Other Investment Policies; Portfolio Turnover;
Miscellaneous Investment Practices
13. Fund Charges and Expenses
14. Fund Charges and Expenses
15. Fund Charges and Expenses
16. Fund Charges and Expenses; Management of the Funds
17. Organization and History; Fund Charges and Expenses;
Shareholder Meetings; Shareholder Liability
18. 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
19. Taxes
20. Fund Charges and Expenses; Management of the Funds
21. Fund Charges and Expenses; Investment Performance;
Performance Measures
22. Independent Accountants
</TABLE>
<PAGE>
COLONIAL GLOBAL EQUITY FUND
Statement of Additional Information
March 1, 1999
This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectus of Colonial
Global Equity Fund (Fund). This SAI is not a prospectus and is authorized for
distribution only when accompanied or preceded by the Prospectus of the Fund
dated March 1, 1999. This SAI should be read together with the Prospectus and
the Fund's most recent Annual Report dated October 31, 1998. Investors may
obtain a free copy of the Prospectus and the Annual Report from Liberty Funds
Distributor, Inc., One Financial Center, Boston, MA 02111-2621. The financial
statements and Report of Independent Accountants appearing in the October 31,
1998 Annual Report are incorporated into this SAI by reference.
Part 1 of this SAI contains specific information about the Fund. Part 2 includes
information about the funds distributed by LFD generally and additional
information about certain securities and investment techniques described in the
Fund's Prospectus.
TABLE OF CONTENTS
Part 1 Page
Definitions b
Organization and History b
Investment Objective and Policies b
Fundamental Investment Policies c
Other Investment Policies c
Portfolio Turnover c
Fund Charges and Expenses d
Investment Performance h
Custodian i
Independent Accountants i
Part 2
Miscellaneous Investment Practices 1
Taxes 11
Management of the Funds 13
Determination of Net Asset Value 20
How to Buy Shares 20
Special Purchase Programs/Investor Services 20
Programs for Reducing or Eliminating Sale Charges 21
How to Sell Shares 24
Distributions 24
How to Exchange Shares 25
Suspension of Redemptions 26
Shareholder Liability 26
Shareholder Meetings 26
Performance Measures 27
Appendix I 29
Appendix II 34
GE-16/768G-0299
<PAGE>
Part 1
COLONIAL GLOBAL EQUITY FUND
Statement of Additional Information
March 1, 1999
DEFINITIONS
"Trust" Colonial Trust III
"Fund" Colonial Global Equity Fund
"Advisor" Colonial Management Associates, Inc., the
Fund's investment advisor
"LFD" Liberty Funds Distributor, Inc., the Fund's
distributor
"LFSI" Liberty Funds Services, Inc., the Fund's
shareholder services and transfer agent
ORGANIZATION AND HISTORY
The Trust is a Massachusetts business trust organized in 1986. The 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.
INVESTMENT OBJECTIVE AND POLICIES
The Fund is a diversified open-end management investment company. The Fund's
Prospectus describes its investment objective and investment policies. Part 1 of
this SAI includes additional information concerning, among other things, the
fundamental investment policies of the Fund. Part 2 contains additional
information about the following securities and investment techniques that are
utilized by the Fund:
Foreign Securities
Foreign Currency Transactions
Currency Forwards and Futures Contracts
Futures Contracts and Related Options
Repurchase Agreements
Money Market Instruments
Borrowing Money
Securities Loans
Small Companies
Short Sales
Except as indicated below under "Fundamental Investment Policies," the Fund's
investment policies are not fundamental, and the Trustees may change the
policies without shareholder approval.
<PAGE>
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 cannot be changed without such a vote.
The Fund may:
1. Borrow from banks, other affiliated funds and other entities to the extent
permitted by applicable law, provided that the Fund's borrowings shall not
exceed 33 1/3% of the value of its total assets (including the amount
borrowed) less liabilities (other than borrowings) or such other
percentage permitted by law;
2. Only own real estate acquired as the result of owning securities; and not
more than 5% of total assets;
3. Purchase and sell futures contracts and related options so long as the
total initial margin and premiums on the contracts do not exceed 5% of its
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% of its total assets in any one industry, or
with respect to 75% of total assets purchase any security (other than
obligations of the U.S. government and cash items including receivables)
if as a result more than 5% of its total assets would then be invested in
securities of a single issuer, or purchase voting securities of an issuer
if, as a result of such purchase, the Fund would own more than 10% of the
outstanding voting shares of such issuer.
Total assets and net assets are determined at current value for purposes of
compliance with investment restrictions and policies. All percentage limitations
will apply at the time of investment and are not violated unless an excess or
deficiency occurs as a result of such investment. For the purpose of the Act's
diversification requirement, an issuer is the entity whose revenues support the
security.
OTHER INVESTMENT POLICIES
As non-fundamental investment policies which may be changed without a
shareholder vote, the Fund may not:
1. Purchase securities on margin, but it may receive short-term credit to
clear securities transactions and may make initial or maintenance margin
deposits in connection with futures transactions;
2. Have a short securities position, unless the Fund owns, or owns rights
(exercisable without payment) to acquire, an equal amount of such
securities; and
3. Invest more than 15% of its net assets in illiquid assets.
Notwithstanding the investment policies and restrictions of the Fund, the Fund
may invest all or a portion of its investable assets in investment companies
with substantially the same investment objective, policies and restrictions as
the Fund.
PORTFOLIO TURNOVER
Portfolio turnover for the last two fiscal years is included in the Prospectus
under "Financial Highlights." High portfolio turnover may cause the Fund to
realize capital gains which, if realized and distributed by the 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 the Fund.
FUND CHARGES AND EXPENSES
Under the Fund's management agreement, the Fund pays the Advisor a monthly fee
based on the average daily net assets of the Fund at the annual rate of 0.95%,
subject to any fee waiver by the Advisor. Under the Fund's pricing and
bookkeeping agreement, the Fund pays the Advisor a monthly pricing and
bookkeeping fee of $2,250 plus the following percentages of the Fund's average
daily net assets over $50 million:
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 the Fund's transfer agency and shareholder servicing agreement, the Fund
pays LFSI a monthly fee at the annual rate of 0.236% of average daily net
assets, plus certain out-of-pocket expenses.
Recent Fees paid to the Advisor, LFD and LFSI (dollars in thousands)
Year ended October 31
1998 1997 1996
Management fee(a) $1,180 $771 $591
Bookkeeping fee 53 44 37
Shareholder service and transfer agent fee 386 323 244
12b-1 fees:
Service fee (Classes A, B,and C) 312 253 198
Distribution fee (Class B ) 590 538 480
Distribution fee (Class C) (b) 10 1 ---
Fees and expenses waived by the Advisor (132) --- ---
(a) Prior to September 30, 1997, the Fund's monthly management fee was 0.75%
annually.
(b) Class C Shares were initially offered on August 1, 1997.
Brokerage Commissions (dollars in thousands)
Years ended October 31
1998 1997 1996
Total commissions $ 127 $ 212 $ 267
Directed transactions 0 6,510 4,670
Commissions on directed transactions 0 9 4
Commissions paid to AlphaTrade Inc. 5 0 0
<PAGE>
Trustees and Trustees' Fees
For the fiscal year ended October 31, 1998 and the calendar year ended December
31, 1998, the Trustees received the following compensation for serving as
Trustees: (c)
<TABLE>
<CAPTION>
- ---------------------------- ----------------------------------------- -------------------------------------------------
<S> <C> <C>
Aggregate Compensation Total Compensation From The Fund Complex Paid
From The Fund For The Fiscal Year Ended To The Trustees For The Calendar Year Ended
Trustee October 31, 1998 December 31, 1998 (d)
- ---------------------------- ----------------------------------------- -------------------------------------------------
- ---------------------------- ----------------------------------------- -------------------------------------------------
Robert J. Birnbaum (e) $1,239 $ 99,429
- ---------------------------- ----------------------------------------- -------------------------------------------------
- ---------------------------- ----------------------------------------- -------------------------------------------------
Tom Bleasdale (e) 1,308 (f) 115,000 (g)
- ---------------------------- ----------------------------------------- -------------------------------------------------
- ---------------------------- ----------------------------------------- -------------------------------------------------
John E. Carberry (h) (i) 0 N/A
- ---------------------------- ----------------------------------------- -------------------------------------------------
- ---------------------------- ----------------------------------------- -------------------------------------------------
Lora S. Collins (e) 1,212 97,429
- ---------------------------- ----------------------------------------- -------------------------------------------------
- ---------------------------- ----------------------------------------- -------------------------------------------------
James E. Grinnell (e) 1,285 (j) 103,071
- ---------------------------- ----------------------------------------- -------------------------------------------------
- ---------------------------- ----------------------------------------- -------------------------------------------------
William D. Ireland, Jr. (k) 523 35,333
- ---------------------------- ----------------------------------------- -------------------------------------------------
- ---------------------------- ----------------------------------------- -------------------------------------------------
Richard W. Lowry (e) 1,225 98,214
- ---------------------------- ----------------------------------------- -------------------------------------------------
- ---------------------------- ----------------------------------------- -------------------------------------------------
Salvatore Macera (l)(h) 0 25,250
- ---------------------------- ----------------------------------------- -------------------------------------------------
- ---------------------------- ----------------------------------------- -------------------------------------------------
William E. Mayer (e) 1,286 99,286
- ---------------------------- ----------------------------------------- -------------------------------------------------
- ---------------------------- ----------------------------------------- -------------------------------------------------
James L. Moody, Jr. (e) 1,318 (m) 105,857 (n)
- ---------------------------- ----------------------------------------- -------------------------------------------------
- ---------------------------- ----------------------------------------- -------------------------------------------------
John J. Neuhauser (e) 1,316 105,323
- ---------------------------- ----------------------------------------- -------------------------------------------------
- ---------------------------- ----------------------------------------- -------------------------------------------------
George L. Shinn (k) 476 31,334
- ---------------------------- ----------------------------------------- -------------------------------------------------
- ---------------------------- ----------------------------------------- -------------------------------------------------
Thomas E. Stitzel (l)(h) 0 25,250
- ---------------------------- ----------------------------------------- -------------------------------------------------
- ---------------------------- ----------------------------------------- -------------------------------------------------
Robert L. Sullivan (e) 1,315 104,100
- ---------------------------- ----------------------------------------- -------------------------------------------------
- ---------------------------- ----------------------------------------- -------------------------------------------------
Anne-Lee Verville (e) (h) 0 23,445 (p)
- ---------------------------- ----------------------------------------- -------------------------------------------------
- ---------------------------- ----------------------------------------- -------------------------------------------------
Sinclair Weeks, Jr. (k) 512 34,333
- ---------------------------- ----------------------------------------- -------------------------------------------------
</TABLE>
(c) The Fund does not currently provide pension or retirement plan benefits to
the Trustees. (d) At December 31, 1998, the complex consisted of 47 open-end
and 5 closed-end management investment portfolios in the Colonial Funds
(Colonial Funds) and 9 open-end management investment portfolios in the
Liberty Variable Investment Trust (LVIT) (together, the Fund Complex).
(e) Elected by the shareholders of LVIT on October 30, 1998. (f) Includes $651
payable in later years as deffered compensation. (g) Includes $52,000
payable in later years as deferred compensation.
(h) Elected by the trustees of the closed-end Colonial Funds on June 18, 1998
and by the shareholders of the open-end Colonial Funds on October 30, 1998.
(i Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial Companies, Inc. (Liberty Financial).
(j) Includes $24 payable in later years as deferred compensation. (k) Retired as
trustee of the Trust on April 24, 1998.
(l) Elected by shareholders of the open-end Colonial Funds on October 30, 1998,
and by the trustees of the closed-end Colonial Funds on December 17, 1998.
(m Total compensation of $1,567 for the fiscal year ended October 31, 1998,
will be payable in later years as deferred compensation.
(n) Total compensation of $105,857 for the calendar year ended December 31,
1998, will be payable in later years as deferred compensation.
(o) Total compensation of $23,445 for the calendar year ended December 31,
1998, will be payable in later years as deferred compensation.
For the fiscal year ended December 31, 1998, the Trustees received the following
compensation in their capacities as Trustees or Directors of the Liberty
All-Star Equity Fund and of the Liberty All-Star Growth Fund, Inc. (together,
Liberty All-Star Funds):
Total Compensation From
Liberty All-Star Funds For The Calendar
Trustee Year Ended December 31, 1998 (p)
- ------- --------------------------------
Robert J. Birnbaum $25,000
John E. Carberry (i) (q) N/A
James E. Grinnell 25,000
Richard W. Lowry 25,000
William E. Mayer (r) 14,000
John J. Neuhauser (s) 25,000
(p) The Liberty All-Star Funds are advised by Liberty Asset Management Company
(LAMCO). LAMCO is an indirect wholly-owned subsidiary of Liberty Financial
(an intermediate parent of the Advisor).
(q) Elected by the trustees of the Liberty All-Star Funds on June 30, 1998.
(r) Elected by the shareholders of the Liberty All-Star Equity Fund on April
22, 1998 and by the trustees of the Liberty All-Star Growth Fund, Inc. on
December 17. 1998.
(s) Elected by the Shareholders of the Liberty All-Star Funds on April 22, 1998.
Ownership of the Fund As of record on January 31, 1999, the officers and
Trustees of the Trust as a group owned less than 1% of the outstanding Class A,
Class B and Class C shares of the Fund.
As of record on January 31, 1999, the following shareholders owned more than 5%
of a class of the Fund's outstanding shares:
Class B
Merrill Lynch Pierce Fenner & Smith 13.93%
for the Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Dr. E. 3rd Floor
Jacksonville, FL 32246
Class C
Colonial Management Associates, Inc. 5.57%
Attn: Phil Iudice
One Financial Center
11th Floor
Boston, MA 02111-2621
Merrill Lynch Pierce Fenner & Smith 13.37%
for the Sole Benefit of
its Customers
Attn: Fund Administration
4800 Deer Lake Dr. E. 3rd Floor
Jacksonville, FL 32246
At January 31, 1999, there were 4,474 Class A, 11,837 Class B and 410 Class C
record holders of the Fund.
Sales Charges (dollars in thousands)
Class A Shares
Years ended October 31
----------------------
1998 1997 1996
---- ---- ----
Aggregate initial sales charges on
Fund share sales $101 $104 $72
Initial sales charges retained by LFD 16 16 12
Aggregate contingent deferred sales charges
(CDSC) on Fund redemptions retained by LFD 1 0 0
Class B Shares
Years ended October 31
-----------------------
1998 1997 1996
---- ---- ----
Aggregate CDSC on Fund redemptions retained by
by LFD $152 $114 $90
Class C Shares
August 1, 1997
Year ended (Commencement of operations)
October 31, 1998 through October 31,1997
--------------- -----------------------
Aggregate CDSC on Fund redemptions
retained by LFD $1 0
12b-1 Plan, CDSC and Conversion of Shares
The Fund offers three classes of shares - Class A, Class B and Class C. The Fund
may in the future offer other classes of shares. The Trustees have approved a
12b-1 Plan (Plan) pursuant to Rule 12b-1 under the Act. Under the Plan, the Fund
pays LFD monthly a service fee at an annual rate of 0.25% of the Fund's net
assets attributed to each Class of shares. The Fund also pays LFD monthly a
distribution fee at an annual rate of 0.75% of the average daily net assets
attributed to Class B and Class C shares. LFD 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 the amount of LFD's expenses, LFD may
realize a profit from the fees. The Plan authorizes any other payments by the
Fund to LFD and its affiliates (including the Advisor) to the extent that such
payments might be construed to be indirect financing of the distribution of Fund
shares.
The Trustees believe the Plan could be a significant factor in the growth and
retention of Fund assets resulting in a more advantageous expense ratio and
increased investment flexibility which could benefit each class of Fund
shareholders. The Plan 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 Plan or in
any agreements related to the Plan (Independent Trustees), cast in person at a
meeting called for the purpose of voting on the Plan. 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 Plan must be approved by the Trustees in the manner
provided in the foregoing sentence. The Plan 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 Plan will only be effective if the selection and nomination of the
Trustees of the Trust who are not interested persons of the Trust is effected by
such disinterested 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 and are
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. The CDSCs are described in the Prospectus.
No CDSC will be imposed on shares derived from reinvestment of distributions or
amounts representing 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.
Sales-related expenses (dollars in thousands) of LFD relating to the Fund were:
<TABLE>
<CAPTION>
Year ended October 31, 1998
<S> <C> <C> <C>
Class A Shares Class B Shares Class C Shares
Fees to FSFs $102 $1,007 $12
Cost of sales material relating to the Fund
(including printing and mailing expenses) 31 102 7
Allocated travel, entertainment and other
promotional 16 65 4
expenses (including advertising)
</TABLE>
INVESTMENT PERFORMANCE
The Fund's average annual total returns at October 31, 1998 were:
<TABLE>
<CAPTION>
Class A Shares
<S> <C> <C> <C>
Period June 8, 1992
(commencement of investment operations)
1 year 5 years through October 31, 1998
------ ------- ------------------------
With sales charge of 5.75% 5.20% 11.33% 11.93%
Without sales charge 11.62% 12.66% 12.97%
</TABLE>
<TABLE>
<CAPTION>
Class B Shares
<S> <C> <C> <C>
Period June 8, 1992
(commencement of investment operations)
1 year 5 years Through October 31, 1998
------ ------- ------------------------
With applicable CDSC 5.69% (5.00% CDSC) 11.48% (2.00% CDSC) 12.04%
Without CDSC 10.64% 11.74% 12.04%
</TABLE>
<TABLE>
<CAPTION>
Class C Shares
<S> <C> <C> <C>
Period August 1, 1997
1 year 5 years (commencement of investment operations)
------ ------- through October 31, 1998 (t)
With applicable CDSC 9.78% 11.76% 12.06%
Without CDSC 10.77% 11.76% 12.06%
</TABLE>
See Part 2 of this SAI, "Performance Measures," for how calculations are made.
(t) Class C (newer class of shares) performance includes returns of the
Fund's Class B shares (the oldest existing fund class) for periods
prior to the inception of the newer class of shares, which was August
1, 1997. The Class B shares returns are not restated to reflect any
differences in expenses between Class B shares and the newer class of
shares.
CUSTODIAN
The Chase Manhattan Bank, located at 270 Park Avenue, New York, New York
10017-2070, is the Fund's custodian. The custodian is responsible for
safeguarding and controlling the Fund's cash and securities, receiving and
delivering securities and collecting the Fund's interest and dividends.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, located at 160 Federal Street, Boston, Massachusetts
02110-2624, is the Fund's independent accountants, providing audit and tax
return preparation services and assistance and consultation in connection with
the review of various Securities and Exchange Commission filings. The financial
statements incorporated by reference in this SAI have been so incorporated, and
the financial highlights included in the Prospectus have been so included, in
reliance upon the report of PricewaterhouseCoopers LLP given on the authority of
said firm as experts in accounting and auditing.
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481 (a)
(Colonial Strategic Balanced Fund)
<TABLE>
<CAPTION>
Item Number of Form N-1A Statement of Additional Information Location or Caption
Part B
<S> <C>
10. Cover Page; Table of Contents
11. Organization and History
12. Investment Objective and Policies; Fundamental Investment
Policies; Other Investment Policies; Portfolio Turnover;
Miscellaneous Investment Practices
13. Fund Charges and Expenses
14. Fund Charges and Expenses
15. Fund Charges and Expenses
16. Fund Charges and Expenses; Management of the Funds
17. Organization and History; Fund Charges and Expenses;
Shareholder Meetings; Shareholder Liability
18. 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
19. Taxes
20. Fund Charges and Expenses; Management of the Funds
21. Fund Charges and Expenses; Investment Performance;
Performance Measures
22. Independent Accountants
</TABLE>
<PAGE>
COLONIAL STRATEGIC BALANCED FUND
Statement of Additional Information
March 1, 1999
This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectus of Colonial
Strategic Balanced Fund (Fund). This SAI is not a prospectus and is authorized
for distribution only when accompanied or preceded by the Prospectus of the Fund
dated March 1, 1999. This SAI should be read together with the Prospectus and
the Fund's most recent Annual Report. Investors may obtain a free copy of the
Prospectus and the Annual Report from Liberty Funds Distributor, Inc. (LFD), One
Financial Center, Boston, MA 02111-2621. The financial statements and Report of
Independent Accountants appearing in the October 31, 1998 Annual Report, are
incorporated in this SAI by reference.
Part 1 of this SAI contains specific information about the Fund. Part 2 includes
information about the funds distributed by LFD generally and additional
information about certain securities and investment techniques described in the
Fund's Prospectus.
TABLE OF CONTENTS
Part 1 Page
Definitions b
Organization and History b
Investment Objective and Policies b
Fundamental Investment Policies b
Other Investment Policies c
Fund Charges and Expenses c
Investment Performance g
Custodian g
Independent Accountants g
Part 2
Miscellaneous Investment Practices 1
Taxes 11
Management of the Funds 13
Determination of Net Asset Value 19
How to Buy Shares 20
Special Purchase Programs/Investor Services 21
Programs for Reducing or Eliminating Sales Charges 22
How to Sell Shares 24
Distributions 26
How to Exchange Shares 26
Suspension of Redemptions 27
Shareholder Liability 27
Shareholder Meetings 27
Performance Measures 27
Appendix I 29
Appendix II 34
SB-16/662G-0299
<PAGE>
Part 1
COLONIAL STRATEGIC BALANCED FUND
Statement of Additional Information
March 1, 1999
DEFINITIONS
"Trust" Colonial Trust III
"Fund" Colonial Strategic Balanced Fund
"Advisor" Colonial Management Associates, Inc., the Fund's investment
advisor
"LFD" Liberty Funds Distributor, Inc., the Fund's distributor
"LFSI" Liberty Funds Services, Inc., the Fund's shareholder
services and transfer agent
ORGANIZATION AND HISTORY
The Trust is a Massachusetts business trust organized in 1986. The 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 Part 2 of this SAI for more
information.
INVESTMENT OBJECTIVE AND POLICIES
The Fund's Prospectus describes its investment objective and investment
policies. Part 1 of this SAI includes additional information concerning, among
other things, the fundamental investment policies of the Fund. Part 2 contains
additional information about the following securities and investment techniques
that are utilized by the Fund:
Lower Rated Debt Securities
Small Companies
Foreign Securities
Zero Coupon Securities
Pay-in-Kind Securities
Money Market Instruments
Forward Commitments
Repurchase Agreements
Futures Contracts and Related Options
Foreign Currency Transactions
Other Investment Companies
Non-Agency Mortgage Backed Securities
Rule 144A Securities
Except as indicated below under "Fundamental Investment Policies," the Fund's
investment policies are not fundamental, and the Trustees may change the
policies without shareholder approval.
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.
As fundamental policies, the Fund may:
1. Borrow from banks, other affiliated funds and other entities to the extent
permitted by applicable law, provided that the Fund's borrowings shall not
exceed 33 1/3% of the value of its total assets (including the amount
borrowed) less liabilities (other than borrowings) or such other percentage
permitted by law;
2. Only own real estate acquired as the result of owning securities and not
more than 5% of total assets;
b
<PAGE>
3. Purchase and sell futures contracts and related options so long as the
total initial margin and premiums on the contracts do not exceed 5% of its
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% of its total assets in any one industry or,
with respect to 75% of total assets, purchase any security (other than
obligations of the U.S. government and cash items including receivables),
if as a result more than 5% of its total assets would then be invested in
securities of a single issuer, or purchase the voting securities of an
issuer if, as a result of such purchases, the Fund would own more than 10%
of the outstanding voting shares of such issuer.
Total assets and net assets are determined at current value for purposes of
compliance with investment restrictions and policies. All percentage limitations
will apply at the time of investment and are not violated unless an excess or
deficiency occurs as a result of such investment. For the purpose of the Act
diversification requirement, an issuer is the entity whose revenues support the
security.
OTHER INVESTMENT POLICIES
As non-fundamental investment policies which may be changed without a
shareholder vote, the Fund may not:
1. Purchase securities on margin, but it may receive short-term credit to
clear securities transactions and may make initial or maintenance margin
deposits in connection with futures transactions;
2. Have a short securities position, unless the Fund owns, or owns rights
(exercisable without payment) to acquire, an equal amount of such
securities; and
3. Invest more than 15% of its net assets in illiquid assets.
Notwithstanding the investment policies of the Fund, the Fund may invest
substantially all of its investable assets in another investment company that
has substantially the same investment objective, policies and restrictions as
the Fund.
FUND CHARGES AND EXPENSES
Under the Fund's Management Agreement, the Fund pays the Advisor a monthly fee
based on the average daily net assets of the Fund at the annual rate of 0.70%.
Recent Fees paid to the Advisor, LFD and LFSI (dollars in thousands)
<TABLE>
<CAPTION>
Years ended October 31
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee $1,063 $712 $354
Bookkeeping fee 63 45 28
Shareholder service and transfer agent fee 455 318 155
12b-1 fees:
Service fee 381 256 126
Distribution fee (Class A) 157 110 57
Distribution fee (Class B) 691 450 207
Distribution fee (Class C)(a) 56 39 30
Fees and expenses waived or borne by the Advisor (15) (94) (95)
</TABLE>
(a) On July 1, 1997 the Fund's Class D shares were redesignated Class C shares.
c
<PAGE>
Brokerage Commissions (dollars in thousands)
<TABLE>
<CAPTION>
Years ended October 31
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Total commissions $81 $ 29 $ 11
Directed transactions 0 591 269
Commissions on directed transactions 0 1 (b)
Commissions paid to AlphaTrade Inc. 22 0 0
</TABLE>
(b) Rounds to less than one.
Trustees and Trustees' Fees
For the fiscal year ended October 31, 1998 and the calendar year ended December
31, 1998 the Trustees received the following compensation for serving as
Trustees(c):
<TABLE>
<CAPTION>
Total Compensation From The
Aggregate Compensation From Fund Complex Paid To The Trustees
Trustee Fund For The Fiscal Year Ended For The Calendar Year Ended
October 31, 1998 December 31, 1998(d)
<S> <C> <C>
Robert J. Birnbaum(e) $1,335 $ 99,429
Tom Bleasdale(e) 1,407(f) 115,000(g)
John V. Carberry(h)(i) N/A N/A
Lora S. Collins(e) 1,307 97,429
James E. Grinnell(e) 1,384(j) 103,071
William D. Ireland, Jr.(k) 559 35,333
Richard W. Lowry(e) 1,318 98,214
Salvatore Macera(l) 000 25,250
William E. Mayer(e) 1,387 99,286
James L. Moody, Jr.(e) 1,420(m) 105,857(n)
John J. Neuhauser(e) 1,418 105,323
George L. Shinn(k) 505 31,334
Thomas E. Stitzel(l) 000 25,250
Robert L. Sullivan(e) 1,415 104,100
Anne-Lee Verville(e)(h) 000 23,445(o)
Sinclair Weeks, Jr.(k) 547 34,333
</TABLE>
(c) The Fund does not currently provide pension or retirement plan benefits to
the Trustees.
(d) At December 31, 1998, the complex consisted of 47 open-end and 5 closed-end
management investment portfolios in the Colonial Funds (Colonial Funds) and
9 open-end management investment portfolios in the Liberty Variable
Investment Trust (LVIT) (together, the Fund Complex).
(e) Elected by the shareholders of LVIT on October 30, 1998.
(f) Includes $699 payable in later years as deferred compensation.
(g) Includes $ 52,000 payable in later years as deferred compensation.
(h) Elected by the trustees of the closed-end Colonial Funds on June 18, 1998
and by the shareholders of the open-end Colonial Funds on October 30, 1998.
(i) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial Companies, Inc. (Liberty Financial).
(j) Includes $10 payable in later years as deferred compensation.
(k) Retired as a trustee of the Trust on April 24, 1998.
(l) Elected by the shareholders of the open-end Colonial Funds on October 30,
1998, and by the trustees of the closed-end Colonial Funds on December 17,
1998.
(m) Total compensation of $1,420 for the fiscal year ended October 31, 1998,
will be payable in later years as deferred compensation.
(n) Total compensation of $105,857 for the calendar year ended December 31,
1998, will be payable in later years as deferred compensation.
d
<PAGE>
(o) Total compensation of $23,445 for the calendar year ended December 31,
1998, will be payable in later years as deferred compensation.
For the fiscal year ended December 31, 1998, the Trustees received the following
compensation in their capacities as Trustees or Directors of the Liberty
All-Star Equity Fund and of the Liberty All-Star Growth Fund, Inc. (together,
Liberty All-Star Funds):
<TABLE>
<CAPTION>
Total Compensation From
Liberty All-Star Funds For The Calendar Year
Trustee Ended December 31, 1998 (p)
- ------- ---------------------------
<S> <C>
Robert J. Birnbaum $25,000
John V. Carberry (q)(r) N/A
James E. Grinnell $25,000
Richard W. Lowry $25,000
William E. Mayer(s) $14,000
John J. Neuhauser(t) $25,000
</TABLE>
(p) The Liberty All-Star Funds are advised by Liberty Asset Management Company
(LAMCO). LAMCO is an indirect wholly-owned subsidiary of Liberty Financial
(an intermediate parent of the Advisor).
(q) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.
(r) Elected by the trustees of the Liberty All-Star Funds on June 30, 1998.
(s) Elected by the shareholders of the Liberty All-Star Equity Fund on April
22, 1998 and by the trustees of the Liberty All-Star Growth Fund, Inc. on
December 17, 1998.
(t) Elected by the shareholders of the Liberty All-Star Funds on April 22,
1998.
Ownership of the Fund
At January 30, 1999, the officers and Trustees of the Trust as a group owned
less than 1% of the then outstanding shares of the Fund.
As of February 5, 1999, the following shareholders owned more than 5% of the
referenced class of shares:
Sales Marketing Services Inc., P.O. Box 516, Metairie, LA 70004-0516, owned
229,068 shares representing 6.20% of the Fund's outstanding Class A shares.
At January 31, 1999, there were 3,881 Class A, 11,921 Class B and 781 Class C
record holders of the Fund.
e
<PAGE>
Sales Charges (dollars in thousands)
<TABLE>
<CAPTION>
Class A Shares
Years ended October 31
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate initial sales charges on Fund share sales $317 $383 $310
Initial sales charges retained by LFD 38 40 33
Aggregate contingent deferred sales charges (CDSC)
on Fund redemptions retained by LFD 5 0 0
<CAPTION>
Class B Shares
Years ended October 31
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD $182 $124 $57
<CAPTION>
Class C Shares
Years ended October 31
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD $2 $4 $1
</TABLE>
12b-1 Plan, CDSC and Conversion of Shares
The Fund offers three classes of shares - Class A, Class B and Class C. The Fund
may in the future offer other classes of shares. The Trustees have approved a
12b-1 Plan (Plan) pursuant to Rule 12b-1 under the Act. Under the Plan, the Fund
pays LFD monthly a service fee at an annual rate of 0.25% of net assets
attributed to each Class of shares. The Fund's Class A shares pay LFD monthly a
distribution fee at an annual rate of 0.10% of the average daily net assets and
Class B and Class C shares pay LFD monthly a distribution fee at an annual rate
of 0.75% of the average daily net assets. Prior to the date of this prospectus,
Class A shares paid LFD a monthly distribution fee at the annual rate of 0.30%
of average daily net assets. LFD may use the entire amount of such fees to
defray the costs 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 the amount of LFD's expenses, LFD may realize a profit
from the fees.
The Plan authorizes any other payments by the Fund to LFD 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 Plan could be a significant factor in the growth and
retention of Fund assets resulting in a more advantageous expense ratio and
increased investment flexibility which could benefit each class of Fund
shareholders. The Plan 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 Plan or in
any agreements related to the Plan (Independent Trustees), cast in person at a
meeting called for the purpose of voting on the Plan. 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 Plan must be approved by the Trustees in the manner
provided in the foregoing sentence. The Plan 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 Plan will only be effective if the selection and nomination of the
Trustees who are not interested persons of the Trust is effected by such
disinterested 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 and are
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. The CDSCs are described in the Prospectus.
No CDSC will be imposed on shares derived from reinvestment of distributions or
amounts representing 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.
f
<PAGE>
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.
Sales-related expenses (dollars in thousands) of LFD relating to the Fund were:
<TABLE>
<CAPTION>
Year ended October 31, 1998
Class A Shares Class B Shares Class C Shares
<S> <C> <C> <C>
Fees to FSFs $105 $1,600 $34
Cost of sales material relating to the Fund
(including printing and mailing expenses) 30 107 7
Allocated travel, entertainment and other promotional
expenses (including advertising) 33 117 8
</TABLE>
INVESTMENT PERFORMANCE
The Fund's Class A, Class B and Class C share yields for the month ended October
31, 1998 were:
<TABLE>
<CAPTION>
Class A Shares Class B Shares Class C Shares
Yield Yield Yield
<S> <C> <C>
1.91% 1.57% 1.57%
</TABLE>
The Fund's average annual total returns at October 31, 1998 were:
<TABLE>
<CAPTION>
Class A Shares
Period September 19, 1994
(commencement of investment operations)
1 year through October 31, 1998
------ ------------------------
<S> <C> <C>
With sales charge of 4.75% 4.06% 13.38%
Without sales charge 9.25% 14.73%
<CAPTION>
Class B Shares
Period September 19, 1994
(commencement of investment operations)
1 year through October 31, 1998
------ ------------------------
<S> <C> <C>
With applicable CDSC 3.71% (5.00% CDSC) 13.89% (2.00% CDSC)
Without CDSC 8.71% 14.21%
<CAPTION>
Class C Shares
Period September 19, 1994
(commencement of investment operations)
1 year through October 31, 1998
------ ------------------------
<S> <C> <C>
With applicable CDSC 7.76% (1.00% CDSC) 14.22%
Without CDSC 8.76% 14.22%
</TABLE>
The Fund's Class A, Class B and Class C share distribution rates at October 31,
1998 which are based on the most recent quarter's distributions and the maximum
offering price at the end of the quarter were 2.76%, 2.47% and 2.46%,
respectively.
See Part 2 of this SAI, "Performance Measures," for how calculations are made.
CUSTODIAN
The Chase Manhattan Bank, located at 270 Park Avenue, New York, New York
10017-2070, is the Fund's custodian. The custodian is responsible for
safeguarding the Fund's cash and securities, receiving and delivering securities
and collecting the Fund's interest and dividends.
g
<PAGE>
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, located at 160 Federal Street, Boston, Massachusetts
02110-2624, are the Fund's independent accountants, providing audit and tax
return preparation services and assistance and consultation in connection with
the review of various Securities and Exchange Commission filings. The financial
statements incorporated by reference in this SAI, and the financial highlights
in the Prospectus have been so included, in reliance upon the report of
PricewaterhouseCoopers LLP given on the authority of said firm as experts in
accounting and auditing.
h
<PAGE>
COLONIAL TRUST III
Cross Reference Sheet Pursuant to Rule 481 (a)
(Colonial Global Utilities Fund)
<TABLE>
<CAPTION>
Item Number of Form N-1A Statement of Additional Information Location or Caption
Part B
<S> <C>
10. Cover Page; Table of Contents
11. Organization and History
12. Investment Objective and Policies; Fundamental Investment
Policies; Other Investment Policies; Portfolio Turnover;
Miscellaneous Investment Practices
13. Fund Charges and Expenses
14. Fund Charges and Expenses
15. Fund Charges and Expenses
16. Fund Charges and Expenses; Management of the Funds
17. Organization and History; Fund Charges and Expenses;
Shareholder Meetings; Shareholder Liability
18. 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
19. Taxes
20. Fund Charges and Expenses; Management of the Funds
21. Fund Charges and Expenses; Investment Performance;
Performance Measures
22. Independent Accountants
</TABLE>
<PAGE>
COLONIAL GLOBAL UTILITIES FUND
Statement of Additional Information
March 1, 1999
This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectus of Colonial
Global Utilities Fund (Fund). This SAI is not a prospectus and is authorized for
distribution only when accompanied or preceded by the Prospectus of the Fund
dated March 1, 1999. This SAI should be read together with the Prospectus and
the Fund's most recent Annual Report dated October 31, 1998. Investors may
obtain a free copy of the Prospectus and Annual Report from Liberty Funds
Distributor, Inc. (LFD), One Financial Center, Boston, MA 02111-2621. The Fund's
financial statements and Report of Independent Accountants appearing in the
October 31, 1998 Annual Report are incorporated into this SAI by reference.
The Fund is the successor by reorganization to the Liberty Financial Utilities
Fund. The reorganization occurred on March 24, 1995. All references to the Fund
as of a time prior to such date shall be deemed to refer to the Liberty
Financial Utilities Fund.
Part 1 of this SAI contains specific information about the Fund. Part 2 includes
information about the funds distributed by LFD generally and additional
information about certain securities and investment techniques described in the
Fund's Prospectus.
TABLE OF CONTENTS
Part 1 Page
Definitions b
Organization and History b
Investment Objective and Policies b
Fundamental Investment Policies c
Other Investment Policies d
Fund Charges and Expenses d
Investment Performance i
Custodian j
Independent Accountants j
Management of the Fund j
Part 2
Miscellaneous Investment Practices 1
Taxes 11
Management of the Funds 13
Determination of Net Asset Value 19
How to Buy Shares 20
Special Purchase Programs/Investor Services 21
Programs for Reducing or Eliminating Sales Charges 22
How to Sell Shares 24
Distributions 26
How to Exchange Shares 26
Suspension of Redemptions 27
Shareholder Liability 27
Shareholder Meetings 27
Performance Measures 27
Appendix I 31
Appendix II 36
GU-16/663G-0299
<PAGE>
Part 1
COLONIAL GLOBAL UTILITIES FUND
Statement of Additional Information
March 1, 1999
DEFINITIONS
"Fund" Colonial Global Utilities Fund
"Trust" Colonial Trust III
"Advisor" Stein Roe & Farnham Incorporated, the Fund's
investment advisor
"Administrator" Colonial Management Associates, Inc., the Fund's
administrator
"LFD" Liberty Funds Distributor, Inc., the Fund's
distributor
"LFSI" Liberty Funds Services, Inc., the Fund's shareholder
services and transfer agent
"Portfolio" LFC Utilities Trust
ORGANIZATION AND HISTORY
The Trust is a Massachusetts business trust organized in 1978. The 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 Part 2 of this SAI for more
information.
INVESTMENT OBJECTIVE AND POLICIES
The Fund's Prospectus describes the Fund's investment objectives and investment
policies. Part 1 of this SAI contains additional information concerning, among
other things, the fundamental investment policies of the Fund. Part 2 of this
SAI contains additional information about the following securities and
investment techniques that are utilized by the Fund:
Lower Rated Bonds
Foreign Securities
Money Market Instruments
Forward Commitments
Repurchase Agreements
Futures Contracts and Related Options
Foreign Currency Transactions
Securities Lending
Zero Coupon Securities
Pay-In-Kind Securities
Options on Securities
Rule 144A Securities
Except as indicated below under "Fundamental Investment Policies," the Fund's
investment policies are not fundamental, and the Trustees may change the
policies without shareholder approval.
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.
b
<PAGE>
As fundamental policies, the Fund may not:
1. Borrow from banks, other affiliated funds and other entities except to the
extent permitted by applicable law and, provided that the Fund's borrowings
shall not exceed 33 1/3% of the value of its total assets (including the
amount borrowed) less liabilities (other than borrowings) or such other
percentage permitted by law;
2. Purchase any security on margin, except that the Fund may obtain such
short-term credit as may be necessary for the clearance of purchases and
sales of securities (this restriction does not apply to securities
purchased on a when-issued basis or to margin deposits in connection with
futures and options transactions);
3. Underwrite securities issued by other persons, except insofar as the Fund
may technically be deemed an underwriter under the Securities Act of 1933
in selling a security and except that the Fund may invest all or
substantially all of its assets in another registered investment company
having substantially the same investment objective as the Fund;
4. Make loans except (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;
5. Purchase the securities of any one issuer (except securities issued or
guaranteed by the U.S. government and its agencies or instrumentalities, as
to which there are no percentage limits or restrictions) if immediately
after and as a result of such purchase (a) more than 5% of the value of its
assets would be invested in that issuer, or (b) the Fund would hold more
than 10% of the outstanding voting securities of that issuer and except
that the Fund may invest all or substantially all of its assets in another
registered investment company having substantially the same investment
objective as the Fund;
6. Purchase or sell real estate or interests in real estate limited
partnerships (other than securities secured by real estate or interests
therein), interests in oil, gas or mineral leases, commodities or commodity
contracts in the ordinary course of business (the Fund reserves the freedom
of action to hold and to sell real estate acquired as a result of the
ownership of securities and to enter into futures and options transactions
in accordance with its investment policies); or
7. Invest more than 25% of its total assets in the securities of issuers whose
principal business activities are in the same industry (excluding
obligations of the U.S. government and repurchase agreements collateralized
by obligations of the U.S. government), except that the Fund may invest
without limit (but may not invest less than 25% of its total assets) in the
securities of companies in the public utilities industry and except that
the Fund may invest all or substantially all of its assets in another
registered investment company having substantially the same investment
objective as the Fund.
Total assets and net assets are determined at current value for purposes of
compliance with investment restrictions and policies. All percentage limitations
will apply at the time of investment and are not violated unless an excess or
deficiency occurs as a result of such investment. For the purpose of the Act's
diversification requirement, an issuer is the entity whose revenues support the
security.
OTHER INVESTMENT POLICIES
As non-fundamental investment policies which may be changed without a
shareholder vote the Fund may not:
1. Invest in illiquid securities, including repurchase agreements maturing in
more than seven days but excluding securities which may be resold pursuant
to Rule 144A under the Securities Act of 1933, if, as a result thereof,
more than 15% of the net assets (taken at market value at the time of each
investment of the Fund, as the case may be) would be invested in such
securities and except that the Fund may invest all or substantially all of
its assets in another registered investment company having substantially
the same investment objective as the Fund;
2. Invest in companies for the purpose of exercising control or management
except that the Fund may invest all or substantially all its assets in
another registered investment company having substantially the same
investment restrictions as the Fund;
3. Invest in the voting securities of a public utility company if, as a
result, it would own 5% or more of the outstanding voting securities of
more than one public utility company;
4. Make investments in the securities of other investment companies except
that the Fund may invest all or
c
substantially all its assets in another registered investment company
having substantially the same investment restrictions as the Fund;
5. Mortgage, pledge, hypothecate or in any manner transfer, as security for
indebtedness, any securities owned by the Fund except (a) as may be
necessary in connection with borrowings mentioned in (1) above, and (b) the
Fund may enter into futures and options transactions; or
6. Invest more than 5% of its total assets in puts, calls, straddles, spreads,
or any combination thereof (except that the Fund may enter into
transactions in options, futures and options on futures).
FUND CHARGES AND EXPENSES
Under the Fund's management agreement, the Fund pays the Advisor a monthly fee
based on the average daily net assets of the Fund at the annual rate of 0.40%.
Under the Fund's administration agreement, the Fund pays the Administrator a
monthly fee at the annual rate of 0.25% of its average daily net assets. In
addition, the Fund pays the Administrator a monthly pricing and bookkeeping fee
of $2,250 plus the following percentages of the Fund's average daily net assets
over $50 million:
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 the Fund's transfer agency and shareholder servicing agreement, the Fund
pays LFSI a monthly fee at the annual rate of 0.236% of average daily net
assets, plus certain out-of-pocket expenses.
Prior to February 26, 1999 the Fund operated under a "master/feeder" structure
as a feeder fund to the Portfolio. This structure was dissolved on February 26,
1999. The following is the expense breakdown for the Portfolio and the Fund
prior to February 26, 1999:
Aggregate Fund expenses included the expenses of the Portfolio, which were borne
indirectly by the Fund, and the Fund's direct expenses. The Portfolio's expenses
included (i) a management fee paid to the Advisor at an annual rate of 0.55% of
average daily net assets up to $400 million and 0.50% of average daily net
assets thereafter, (ii) an annual $7,500 accounting services fee paid to the
Administrator, (iii) an annual pricing and bookkeeping fee of $25,000 plus
0.0025% of the Portfolio's average daily net assets in excess of $50 million and
reimbursement of the Advisor's out-of-pocket expenses, and (iv) custody, legal
and audit fees and other miscellaneous expenses. The Fund's expenses included
(i) an administrative fee paid to the Administrator at the annual rate of 0.10%
of average daily net assets, (ii) a transfer agency and shareholder services fee
paid to LFSI at the annual rate of 0.20% of average daily net assets plus LFSI's
out-of-pocket expenses, (iii) the Rule 12b-1 fees paid to LFD described below,
(iv) a pricing and bookkeeping fee paid to the Administrator in the amount of
$18,000 per year plus 0.0233% of average daily net assets in excess of $50
million and (v) custody, legal and audit fees and other miscellaneous expenses.
Recent Fees paid to the Advisor, Administrator, LFD and LFSI (dollars in
thousands)
<TABLE>
<CAPTION>
Years ended October 31
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee $990 $967 $1,064
Administration fee 180 176 193
Bookkeeping fee 48 47 51
Shareholders services and transfer agent fee 446 495 529
12b-1 fees(a)
Service fee (Class A, Class B, Class C)(b) 452 439 480
Distribution fee (Class B) 31 21 9
Distribution fee (Class C)(b) 8 5 3
</TABLE>
d
<PAGE>
(a) Prior to March 1, 1994, no distribution fees had been paid pursuant to the
12b-1 Plan.
(b) On July 1, 1997, Class D shares were redesignated Class C shares.
Brokerage Commissions
The Fund did not pay brokerage commissions for the fiscal years ended October
31, 1996, 1997 and 1998. Total brokerage commissions paid by the Portfolio for
the fiscal years ended October 31, 1996, 1997 and 1998 were $255,827, $329,183
and $359,361 respectively.
Trustees and Trustees' Fees
For the fiscal year ended October 31, 1998 and the calendar year ended December
31, 1998, the Trustees received the following compensation for serving as
Trustees of the Fund (c):
<TABLE>
<CAPTION>
Aggregate Compensation From Total Compensation From The
the Fund and the Portfolio Fund Complex Paid To The Trustees
For The Fiscal Year Ended For The Calendar Year Ended
Trustee October 31, 1998 December 31, 1998(d)
- ------- ---------------- -----------
<S> <C> <C>
Robert J. Birnbaum(e) $1,465 $ 99,429
Tom Bleasdale(e) 1,545(f) 115,000(g)
John V. Carberry(h)(i) N/A N/A
Lora S. Collins(e) 1,435 97,429
James E. Grinnell(e) 1,519(j) 103,071
William D. Ireland, Jr.(k) 629 35,333
Richard W. Lowry(e) 1,446 98,214
Salvatore Macera(l) 000 25,250
William E. Mayer(e) 1,521 99,286
James L. Moody, Jr.(e) 1,557(m) 105,857(n)
John J. Neuhauser(e) 1,554 105,323
George L. Shinn(k) 571 31,334
Thomas E. Stitzel(l) 000 25,250
Robert L. Sullivan(e) 1,548 104,100
Anne-Lee Verville(e)(i) 000 23,445(o)
Sinclair Weeks, Jr.(k) 615 34,333
</TABLE>
(c) The Fund does not currently provide pension or retirement plan benefits to
the Trustees.
(d) At December 31, 1998, the complex consisted of 47 open-end and 5 closed-end
management investment portfolios in the Colonial Funds (Colonial Funds) and
9 open-end management investment portfolios in the Liberty Variable
Investment Trust (LVIT) (together, the Fund Complex).
(e) Elected by the shareholders of LVIT on October 30, 1998.
(f) Includes $767 payable in later years as deferred compensation.
(g) Includes $52,000 payable in later years as deferred compensation.
(h) Elected by the trustees of the closed-end Colonial Funds on June 18, 1998
and by the shareholders of the open-end Colonial Funds on October 30, 1998.
(i) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial Companies, Inc. (Liberty Companies)
(j) Includes $11 payable in later years as deferred compensation.
(k) Retired as a trustee of the Trust on April 24, 1998.
(l) Elected by the shareholders of the open-end Colonial Funds on October 30,
1998, and by the trustees of the closed-end Colonial Funds on December 17,
1998.
(m) Total compensation of $1,557 for the fiscal year ended October 31, 1998,
will be payable in later years as deferred compensation.
(n) Total compensation of $105,857 for the calendar year ended December 31,
1998 will be payable in later years as deferred compensation.
e
<PAGE>
(o) Total compensation of $23,445 for the calendar year ended December 31, 1998
will be payable in later years as deferred compensation.
For the fiscal year ended December 31, 1998, the Trustees received the following
compensation in their capacities as Trustees or Directors of the Liberty
All-Star Equity Fund and of the Liberty All-Star Growth Fund, Inc. (together,
Liberty All-Star Funds):
<TABLE>
<CAPTION>
Total Compensation From Liberty All-Star
Funds For The Calendar Year Ended
Trustee December 31, 1998(p)
- ------- --------------------
<S> <C>
Robert J. Birnbaum $25,000
John V. Carberry(q)(r) N/A
James E. Grinnell $25,000
Richard W. Lowry $25,000
William E. Mayer(s) $14,000
John J. Neuhauser(t) $25,000
</TABLE>
(p) The Liberty All-Star Funds are advised by Liberty Asset Management Company
(LAMCO). LAMCO is an indirect wholly-owned subsidiary of Liberty Financial
(an intermediate parent of the Advisor).
(q) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.
(r) Elected by the trustees of the Liberty All-Star Funds on June 30, 1998.
(s) Elected by the shareholders of the Liberty All-Star Equity Fund on April
22, 1998 and by the trustees of the Liberty All-Star Growth Fund, Inc. on
December 17, 1998.
(t) Elected by the shareholders of the Liberty All-Star Funds on April 22,
1998.
Ownership of the Fund
The following information is as of January 31, 1999:
The officers and Trustees of the Trust as a group beneficially owned less than
1% of the outstanding Class A, B and C shares of the Fund.
As of February 5, 1999, the following shareholders owned more than 5% of the
referenced class of shares:
Colonial Management Associates, Inc. Attn: Philip Iudice/Controller, One
Financial Center, 11th Floor, Boston, MA 02111-2621, owned 28,747 shares
representing 42.02% of the then outstanding Class C shares.
f
<PAGE>
Merrill Lynch Pierce Fenner & Smith Inc. for the Sole Benefit of its Customers,
Attn: Fund Administration, 4800 Deer Lake Drive, E 2nd Fl, Jacksonville, FL
32246, owned 27,033 shares representing 7.52% of the then outstanding Class B
shares and 10,322 shares representing 15.09% of the then outstanding Class C
shares.
At January 31, 1999, there were 13,036 Class A, 639 Class B and 62 Class C
shareholders of record of the Fund.
Sales Charges (dollars in thousands)
<TABLE>
<CAPTION>
Class A Shares
Fiscal year ended October 31
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate initial sales charges on Fund share
sales $116 $103 $137
Initial sales charge retained by LFD 22 12 20
<CAPTION>
Class B Shares
Fiscal year ended October 31
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate contingent deferred sales charge (CDSC)
on Fund redemptions retained by LFD $13 $4 $2
<CAPTION>
Class C Shares
Fiscal year ended October 31
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by
LFD (u) (u) (u)
</TABLE>
(u) Rounds to less than one.
12b-1 Plan, CDSCs and Conversion of Shares
The Fund offers three classes of shares - Class A, Class B and Class C. The Fund
may in the future offer other classes of shares. The Trustees have approved a
12b-1 Plan (Plan) pursuant to Rule 12b-1 under the Act. Under the Plan, the Fund
pays LFD monthly a service fee at an annual rate of 0.25% of the Fund's net
assets attributed to each Class of shares. The Fund also pays LFD monthly a
distribution fee at an annual rate of 0.75% of the average daily net assets
attributed to Class B and Class C shares. LFD may use the entire amount of such
fees to defray the costs 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 the amount of LFD's expenses, LFD may
realize a profit from the fees.
The Plan authorizes any other payments by the Fund to LFD and its affiliates
(including the Administrator) to the extent that such payments might be
construed to be indirectly financing the distribution of Fund shares.
The Trustees believe the Plan could be a significant factor in the growth and
retention of Fund assets resulting in a more advantageous expense ratio and
increased investment flexibility which could benefit each class of Fund
shareholders. The Plan 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 Plan or in
any agreements related to the Plan (Independent Trustees), cast in person at a
meeting called for the purpose of voting on the Plan. 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 Plan must be approved by the Trustees in the manner
provided in the foregoing sentence. The Plan 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.
g
<PAGE>
The continuance of the Plan will only be effective if the selection and
nomination of the Trustees of the Trust who are not interested persons of the
Trust is effected by such disinterested Trustees.
Class A shares are offered at net asset value plus varying sales charges which
may include a contingent deferred sales charge (CDSC). Class B shares are
offered at net asset value and are 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. The CDSCs
are described in the Prospectus.
No CDSC will be imposed on shares derived from reinvestment of distributions or
amounts representing 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.
Sales Related Expenses (dollars in thousands) of LFD relating to the Fund for
the fiscal year ended October 31, 1998 were:
<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Fees to FSFs $429 $87 $4
Cost of sales material relating to the Fund
(including printing and mailing expenses) 10 5 (v)
Allocated travel, entertainment and other promotional expenses
(including advertising) 12 6 (v)
</TABLE>
(v) Rounds to less than one.
INVESTMENT PERFORMANCE
The Fund's average annual total returns at October 31, 1998 were:
<TABLE>
<CAPTION>
Class A Shares
10 Years
1 year 5 years (or since inception) (w)
------ ------- ------------------------
<S> <C> <C> <C>
With sales charge of 5.75% 11.30% 8.37% 10.64%
Without sales charge 18.09% 9.66% 11.57%
<CAPTION>
Class B Shares
10 Years
1 year 5 years (or since inception) (x)(y)
------ ------- ---------------------------
<S> <C> <C> <C>
With applicable CDSC 12.12% (5.00% CDSC) 8.78% 11.13% (3.00% CDSC)
Without CDSC 17.12% 9.06% 11.13%
<CAPTION>
Class C Shares
10 Years
1 year 5 years (or since inception) (x)(y)
------ ------- ---------------------------
<S> <C> <C> <C>
With applicable CDSC 16.20% (1.00% CDSC) 9.08% 11.15%
Without CDSC 17.20% 9.08% 11.15%
</TABLE>
h
<PAGE>
(w) Commencement of Operations October 15, 1991.
(x) Class B and C share (newer classes of shares) performance includes returns
of the Fund's Class A shares (the oldest existing fund class) for periods
prior to the inception of the newer classes of shares. The Class A share
returns are not restated to reflect any differences in expenses (like Rule
12b-1 fees) between Class A shares and the newer classes of shares.
(y) Commencement of Operations March 27, 1995.
The Fund's Class A, Class B and Class C share distribution rates at October 31,
1998 which are based on the most recent month's distributions annualized and the
maximum offering price at the end of the quarter were 1.33%, 0.68% and 0.68%,
respectively.
CUSTODIAN
The Chase Manhattan Bank, located at 270 Park Avenue, New York, New York
10017-2070, is the Fund's custodian. The custodian is responsible for
safeguarding the Fund's cash and securities, receiving and delivering securities
and collecting the Fund's interest and dividends.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, located at 160 Federal Street, Boston, Massachusetts
02110-2624, are the Fund' s independent accountants providing audit and tax
return preparation services and assistance and consultation in connection with
the review of various Securities and Exchange Commission filings. The financial
statements for the three years ended October 31, 1998 incorporated by reference
in this SAI have been so incorporated, and the financial highlights for the
three years ended October 31, 1998 included in the Prospectus have been so
included, in reliance upon the report of PricewaterhouseCoopers LLP given on the
authority of said firm as experts in accounting and auditing. KPMG LLP were the
Fund's independent auditors prior to March 24, 1995.
MANAGEMENT OF THE FUND
Investment Advisor
Under its Management Agreement with the Fund, the Advisor provides the Fund with
discretionary investment services. Specifically, the Advisor is responsible for
supervising and directing the investments of the Fund in accordance with the
Fund's investment objective, program, and restrictions as provided in the Fund's
prospectus and this Statement of Additional Information. The Advisor is also
responsible for effecting all security transactions on behalf of the Fund,
including the allocation of principal business and portfolio brokerage and the
negotiation of commissions (See "Fund Transactions" below). The Management
Agreement provides for the payment to the Advisor of the fee described above
under "Fund Charges and Expenses."
The Advisor is an indirect wholly-owned subsidiary of Liberty Financial, which
in turn is an indirect subsidiary of Liberty Mutual Insurance Company.
The Advisor is the successor to an investment advisory business that was founded
in 1932. The Advisor acts as investment advisor to wealthy individuals,
trustees, pension and profit sharing plans, charitable organizations and other
institutional investors. As of December 31, 1998, the Advisor managed over $29.7
billion in assets: over $11.1 billion in equities and over $18.6 billion in
fixed-income securities (including $1.1 billion in municipal securities). The
$29.7 billion in managed assets included over $8.9 billion held by open-end
mutual funds managed by the Advisor (approximately 14% of the mutual fund assets
were held by clients of the Advisor). These mutual funds were owned by over
293,000 shareholders. The $8.9 billion in mutual fund assets included over $685
million in 44,000 IRA accounts. In managing those assets, the Advisor utilizes a
proprietary computer-based information system that maintains and regularly
updates information for approximately 7,500 companies. The Advisor also monitors
over 1,400 issues via a proprietary credit analysis system. At December 31,
1998, the Advisor employed approximately 18 research analysts and 54 account
managers. The average investment-related experience of these individuals is 17
years.
i
<PAGE>
The directors of the Advisor are Kenneth R. Leibler, C. Allen Merritt, Jr.,
Thomas W. Butch and Hans P. Ziegler. Mr. Leibler is President and Chief
Executive Officer of Liberty Financial; Mr. Merritt is Chief Operating Officer
of Liberty Financial; Mr. Butch is President of the Advisor's Mutual Funds
division; and Mr. Ziegler is Chief Executive Officer of the Advisor. The
business address of Messrs. Leibler and Merritt is 600 Atlantic Avenue, Federal
Reserve Plaza, Boston, Massachusetts 02210; that of Messrs. Butch and Ziegler is
One South Wacker Drive, Chicago, Illinois 60606.
Under the Management Agreement, the Advisor is not liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which such Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence in the performance of its
duties or from reckless disregard of its obligations and duties under the
Agreement.
See Part 2 of this SAI, "Management of the Funds" for information about the
trustees and officers of the Fund.
Fund Transactions
The Advisor places the orders for the purchase and sale of the Fund's portfolio
securities and options and futures contracts. The Advisor's overriding objective
in effecting transactions is to seek to obtain the best combination of price and
execution. The best net price, giving effect to brokerage commissions, if any,
and other transaction costs, normally is an important factor in this decision,
but a number of other judgmental factors may also enter into the decision. These
include: the Advisor's knowledge of negotiated commission rates currently
available and other current transaction costs; the nature of the security being
traded; the size of the transaction; the desired timing of the trade; the
activity existing and expected in the market for the particular security;
confidentiality; the execution, clearance and settlement capabilities of the
broker or dealer selected and others which are considered; the Advisor's
knowledge of the financial stability of the broker or dealer selected and such
other brokers or dealers; and the Advisor's knowledge of actual or apparent
operational problems of any broker or dealer. Recognizing the value of these
factors, the Fund may pay a brokerage commission in excess of that which another
broker or dealer may have charged for effecting the same transaction.
Evaluations of the reasonableness of brokerage commissions, based on the
foregoing factors, are made on an ongoing basis by the Advisor's staff while
effecting transactions. The general level of brokerage commissions paid is
reviewed by the Advisor, and reports are made annually to the Board of Trustees
of the Fund.
With respect to issues of securities involving brokerage commissions, when more
than one broker or dealer is believed to be capable of providing the best
combination of price and execution with respect to a particular transaction for
the Fund, the Advisor often selects a broker or dealer that has furnished it
with research products or services such as research reports, subscriptions to
financial publications and research compilations, compilations of securities
prices, earnings, dividends, and similar data, and computer databases, quotation
equipment and services, research-oriented computer software and services, and
services of economic and other consultants. Selection of brokers or dealers is
not made pursuant to an agreement or understanding with any of the brokers or
dealers; however, the Advisor uses an internal allocation procedure to identify
those brokers or dealers who provide it with research products or services and
the amount of research products or services they provide, and endeavors to
direct sufficient commissions generated by its clients' accounts in the
aggregate, including the Fund, to such brokers or dealers to ensure the
continued receipt of research products or services that the Advisor feels are
useful. In certain instances, the Advisor receives from brokers and dealers
products or services which are used both as investment research and for
administrative, marketing, or other non-research purposes. In such instances,
the Advisor makes a good faith effort to determine the relative proportions of
such products or services which may be considered as investment research. The
portion of the costs of such products or services attributable to research usage
may be defrayed by the Advisor (without prior agreement or understanding, as
noted above) through brokerage commissions generated by transactions by clients
(including the Fund), while the portions of the costs attributable to
non-research usage of such products or services is paid by the Advisor in cash.
No person acting on behalf of the Fund is authorized, in recognition of the
value of research products or services, to pay a commission in excess of that
which another broker or dealer might have charged for effecting the same
transaction. The Advisor may also receive research connection with selling
concessions and designations in fixed price offerings in which the Fund
participates. Research products or services furnished by brokers and dealers may
be used in servicing any or all of the clients of the Advisor and not all such
research products or services are used in connection with the management of the
Fund.
As stated above, the Advisor's overriding objective in effecting transactions
for the Fund is to seek to obtain the best combination of price and execution.
However, consistent with the provisions of the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., the Advisor may, in selecting
broker dealers to effect transactions for the Fund, and where more than one
broker dealer is believed capable of providing the best combination of price and
execution with respect to a particular
j
transaction, select a broker dealer in recognition of its sales of shares of the
Fund. The Advisor maintains an internal procedure to identify broker dealers
which have sold shares of the Fund and the amount of such shares sold by them.
Neither the Fund nor the Advisor have entered into any agreement with, or made
any commitment to, any broker dealer which would bind the Advisor or the Fund to
compensate any broker dealer, directly or indirectly, for sales of shares of the
Fund. The Advisor does not cause the Fund to pay brokerage commissions higher
than those obtainable from other broker dealers in recognition of such sales.
With respect to the Fund's purchases and sales of portfolio securities
transacted with a broker or dealer on a net basis, the Advisor may also consider
the part, if any, played by the broker or dealer in bringing the security
involved to the Advisor's attention, including investment research related to
the security and provided to the Fund.
The Fund has arranged for its custodian to act as a soliciting dealer to accept
any fees available to the custodian as a soliciting dealer in connection with
any tender offer for the Fund's portfolio securities held by the Fund. The
custodian will credit any such fees received against its custodial fees. In
addition, the Board of Trustees has reviewed the legal developments pertaining
to and the practicability of attempting to recapture underwriting discounts or
selling concessions when portfolio securities are purchased in underwritten
offerings. However, the Board has been advised by counsel that recapture by a
mutual fund currently is not permitted under the Rules of Fair Practice of the
National Association of Securities Dealers.
k
<PAGE>
<PAGE>
PART C OTHER INFORMATION
The Crabbe Huson Special Fund (TCHSF)
Crabbe Huson Small Cap Fund (CHSCF)
Crabbe Huson Equity Fund (CHEF)
Crabbe Huson Managed Income & Equity Fund (CHMIEF)
Crabbe Huson Oregon Tax-Free Fund (CHORTFF)
Crabbe Huson Real Estate Investment Fund (CHREIF)
Crabbe Huson Contrarian Income Fund (CHCIF)
Colonial Global Utilities Fund (CGUF)
Colonial International Horizons Fund (CIHF)
Colonial Select Value Fund (CSVF)
Colonial Global Equity Fund (CGEF)
The Colonial Fund (TCF)
Colonial Strategic Balanced Fund (CSBF)
Item 23. Exhibits:
(a)(1) Amendment No. 3 to the Agreement and Declaration of Trust (3)
(a)(2) Amendment No. 4 to the Agreement and Declaration of Trust (5)
(b) By-Laws (3)
(c) 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.)
(d)(1) Form of Management Agreement (TCF) (1)
(d)(2) Form of Management Agreement (CIHF and CSBF)(2)
(d)(3) Form of Management Agreement (CGEF) (9)
(d)(4) Form of Management Agreement (CSVF) (9)
(d)(5) Form of Management Agreement (TCHSF)(6)
(d)(6) Form of Management Agreement (CHMIEF)(6)
(d)(7) Form of Management Agreement (CHCIF)(6)
(d)(8) Form of Management Agreement (CHEF)(6)
(d)(9) Form of Management Agreement (CHOTFF)(6)
(d)(10) Form of Management Agreement (CHSCF)(6)
(d)(11) Form of Management Agreement (CHREIF)(6)
(d)(12) Form of Management Agreement (CGUF)
(e)(1) Form of Distributor's Contract with Liberty Funds Distributor,
Inc.(incorporated herein by reference to Exhibit 6.(a) to Post-Effective
Amendment No. 49 to the Registration Statement of Colonial Trust I,
Registration Nos. 2-41251 and 811-2214 filed with the Commission on
November 20, 1998)
(e)(2) Amendment to Appendix 1 of Distributor's Contract with Liberty Funds
Distributor, Inc.
(e)(3) Amendment to Appendix 2 of Distributor's Contract with Liberty Funds
Distributor, Inc.
(e)(4) Form of Selling Agreement with Liberty Funds Distributor, Inc.
(incorporated herein by reference to Exhibit 6.(b) to Post-Effective
Amendment No. 49 to the Registration Statement of Colonial Trust I,
Registration Nos. 2-41251 and 811-2214 filed with the Commission on
November 20, 1998)
(e)(5) 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)
(f) Not Applicable
(g)(1) Global Custody Agreement with The Chase Manhattan Bank (incorporated
herein by reference to Exhibit 8. 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)
(g)(2) Amendment 1 to Appendix A of Global Custody Agreement with The Chase
Manhattan Bank incorporated herein by reference to Exhibit 8.(a)(2) to
Post-Effective Amendment No. 14 to the Registration Statement of Colonial
Trust VI, Registration Nos. 33-45117 and 811-6529, filed with the
Commission on or about June 11, 1998)
(g)(3) Form of Custody Agreement with State Street Bank and Trust Company(6)
(h)(1) 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)
(h)(2) Amendment No. 12 to Schedule A of Amended and Restated Shareholders'
Servicing and Transfer Agent Agreement
(h)(3) Amendment No. 18 to Appendix I of Amended and Restated Shareholders'
Servicing and Transfer Agent Agreement
(h)(4) 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)
(h)(5) Amendment to Appendix I of Pricing and Bookkeeping Agreement
(h)(6) Form of Agreement and Plan of Reorganization (TCF, CFSF and CSVF) (3)
(h)(7) Form of Administration Agreement with Colonial Management Associates,
Inc. (CGUF)
(h)(8) Credit Agreement (incorporated by reference to Exhibit 9.(f) of
Post-Effective Amendment No. 19 to the Registration Statement of Colonial
Trust V, Registration Nos. 33-12109 and 811-5030, filed with the Commission
on May 20, 1996)
(h)(9) Amendment No. 1 to the Credit Agreement (4)
(h)(10) Amendment No. 2 to the Credit Agreement (4)
(h)(11) Amendment No. 3 to the Credit Agreement (4)
(h)(12) Form of Amendment No. 4 to the Credit Agreement (incorporated herein by
reference to Exhibit 9(h) to Post-Effective Amendment No. 102 to the
Registration Statement of Colonial Trust III, Registration Nos. 811-881 and
2-15184, filed with the Commission on or about September 17, 1998)
(h)(13) Agreement and Plan of Reorganization (TCHSF)(7)
(h)(14) Agreement and Plan of Reorganization (CHSCF) (7)
(h)(15) Agreement and Plan of Reorganization (CHEF) (7)
(h)(16) Agreement and Plan of Reorganization (CHMIEF) (7)
(h)(17) Agreement and Plan of Reorganization (CHOTFF) (7)
(h)(18) Agreement and Plan of Reorganization (CHCIF) (7)
(h)(19) Agreement and Plan of Reorganization (CHREIF) (7)
(i) Opinion and Consent of Counsel (3)
(j)(1) Consent of Independent Auditors (Crabbe Huson Funds)
(j)(2) Consent of Independent Accountants (All other Funds being filed)
(k) Not Applicable
(l) Not Applicable
(m) 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 (e)(1) hereto
(n)(1) Financial Data Schedule (Class A)(TCF)
(n)(2) Financial Data Schedule (Class B)(TCF)
(n)(3) Financial Data Schedule (Class C)(TCF)
(n)(4) Financial Data Schedule (Class Z)(TCF)
(n)(5) Financial Data Schedule (Class A)(CGEF)
(n)(6) Financial Data Schedule (Class B)(CGEF)
(n)(7) Financial Data Schedule (Class C)(CGEF)
(n)(8) Financial Data Schedule (Class A)(CIHF)
(n)(9) Financial Data Schedule (Class B)(CIHF)
(n)(10) Financial Data Schedule (Class C)(CIHF)
(n)(11) Financial Data Schedule (Class A)(CSBF)
(n)(12) Financial Data Schedule (Class B)(CSBF)
(n)(13) Financial Data Schedule (Class C)(CSBF)
(n)(14) Financial Data Schedule (Class A)(CSVF)
(n)(15) Financial Data Schedule (Class B)(CSVF)
(n)(16) Financial Data Schedule (Class C)(CSVF)
(n)(17) Financial Data Schedule (Class A)(CGUF)
(n)(18) Financial Data Schedule (Class B)(CGUF)
(n)(19) Financial Data Schedule (Class C)(CGUF)
(n)(20) Financial Data Schedule (Class A) (TCHSF)
(n)(21) Financial Data Schedule (Class A) (CHSCF)
(n)(22) Financial Data Schedule (Class I) (CHSCF)
(n)(23) Financial Data Schedule (Class A) (CHEF)
(n)(24) Financial Data Schedule (Class I) (CHEF)
(n)(25) Financial Data Schedule (Class A) (CHMIEF)
(n)(26) Financial Data Schedule (Class I) (CHMIEF)
(n)(27) Financial Data Schedule (Class A) (CHREIF)
(n)(28) Financial Data Schedule (Class A) (CHORTFF)
(n)(29) Financial Data Schedule (Class A) (CHCIF)
(n)(30) Financial Data Schedule (Class I) (CHCIF)
<PAGE>
(o) Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940 (9)
- ---------------
A copy of the Power of Attorney for each of Robert J. Birnbaum, Tom Bleasdale,
John Carberry, Lora S. Collins, James E. Grinnell, Richard W. Lowry, Salvatore
Macera, William E. Mayer, James L. Moody, Jr., John J. Neuhauser, Robert L.
Sullivan and Anne-Lee Verville is incorporated herein by reference to
Post-Effective Amendment No. 50 to the Registration Statement of Colonial Trust
VI, Registration Nos. 2-62492 and 811-2865, filed with the Commission on or
about November 6, 1998.
(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) Incorporated by reference to Post-Effective Amendment No. 104 to Form
N-1A filed on or about October 30, 1998.
(6) Incorporated by reference to Post-Effective Amendment No. 101 to Form
N-1A filed on or about July 24, 1998.
(7) Incorporated by reference to Post-Effective Amendment No. 103 to Form
N-1A filed on or about October 19, 1998
(8) Incorporated by reference to Post-Effective Amendment No. 100 to Form
N-1A filed on or about February 27, 1998
(9) Incorporated by reference to Post-Effective Amendment No. 107 to Form
N-1A filed on or about December 31, 1998.
<PAGE>
Item 24. Persons Controlled by or under Common Group Control with
Registrant
None
Item 25. Indemnification
See Article VIII of Amendment No. 3 to the Agreement and
Declaration of Trust filed as Exhibit 1 hereto.
<PAGE>
Item 26. Business and Other Connections of Investment Adviser
The following sets forth business and other connections of
each director and officer of Colonial Management
Associates, Inc. (see next page):
Registrant's investment adviser/administrator, Colonial Management
Associates, Inc. ("Colonial"), is registered as an investment adviser under
the Investment Advisers Act of 1940 (1940 Act). Colonial Advisory Services,
Inc. (CASI), an affiliate of Colonial, is also registered as an investment
adviser under the 1940 Act. As of the end of the fiscal year, December
31, 1998, CASI had four institutional, corporate or other account under
management or supervision, the market value of which was approximately $227
million. As of the end of the fiscal year, December 31, 1998, Colonial
was the investment adviser, sub-adviser and/or administrator to 57
mutual funds, including funds sub-advised by Colonial, the market value of
which investment companies was approximately $18,950.90 million. Liberty
Funds Distributor, Inc., a subsidiary of Colonial Management Associates,
Inc., is the principal underwriter and the national distributor of all of
the funds in the Liberty Mutual Funds complex, including the Registrant.
The following sets forth the business and other connections of each
director and officer of Colonial Management Associates, Inc.:
(1) (2) (3) (4)
Name and principal
business
addresses* Affiliation
of officers and with Period is through 1/31/99. Other
directors of investment business, profession, vocation or
investment adviser adviser employment connection Affiliation
- ------------------ ---------- -------------------------------- -----------
Allard, Laurie V.P.
Archer, Joseph A. V.P.
Ballou, William J. V.P., Colonial Trusts I through VII Asst. Sec.
Asst. Colonial High Income
Sec., Municipal Trust Asst. Sec.
Counsel Colonial InterMarket Income
Trust I Asst. Sec.
Colonial Intermediate High
Income Fund Asst. Sec.
Colonial Investment Grade
Municipal Trust Asst. Sec.
Colonial Municipal Income
Trust Asst. Sec.
LFC Utilities Trust Asst. Sec.
AlphaTrade Inc. Asst. Clerk
Liberty Funds Distributor,
Inc. Asst. Clerk
Liberty Financial Advisers,
Inc. Asst. Sec.
COGRA, LLC Asst. Sec.
Barron, Suzan M. V.P., Colonial Trusts I through VII Asst. Sec.
Asst. Colonial High Income
Sec., Municipal Trust Asst. Sec.
Counsel Colonial InterMarket Income
Trust I Asst. Sec.
Colonial Intermediate High
Income Fund Asst. Sec.
Colonial Investment Grade
Municipal Trust Asst. Sec.
Colonial Municipal Income
Trust Asst. Sec.
LFC Utilities Trust Asst. Sec.
AlphaTrade Inc. Asst. Clerk
Liberty Funds Distributor,
Inc. Asst. Clerk
Liberty Financial Advisers,
Inc. Asst. Sec.
COGRA, LLC Asst. Sec.
Berliant, Allan V.P.
Boatman, Bonny E. Sr.V.P.; Colonial Advisory Services, Inc. Exec. V.P.
IPC Mbr.
Bunten, Walter V.P.
Campbell, Kimberly V.P.
Carnabucci,
Dominick V.P.
Carroll, Sheila A. Sr.V.P.
Citrone, Frank V.P.
Conlin, Nancy L. Sr. V.P.; Colonial Trusts I through VII Secretary
Sec.; Clerk Colonial High Income
IPC Mbr.; Municipal Trust Secretary
Dir; Gen. Colonial InterMarket Income
Counsel Trust I Secretary
Colonial Intermediate High
Income Fund Secretary
Colonial Investment Grade
Municipal Trust Secretary
Colonial Municipal Income
Trust Secretary
LFC Utilities Trust Secretary
Liberty Funds Distributor,
Inc. Dir.; Clerk
Liberty Funds Services, Inc. Clerk; Dir.
COGRA, LLC V.P.; Gen.
Counsel and
Secretary
Liberty Variable Investment
Trust V.P.
Colonial Advisory Services,
Inc. Dir.; Clerk
AlphaTrade Inc. Dir.; Clerk
Liberty Financial Advisors,
Inc. Dir.; Sec.
Connaughton, V.P. Colonial Trust I through VII CAO; Controller
J. Kevin LFC Utilities Trust CAO; Controller
Colonial High Income
Municipal Trust CAO; Controller
Colonial Intermarket Income
Trust I CAO; Controller
Colonial Intermediate High
Income Fund CAO; Controller
Colonial Investment Grade
Municipal Trust CAO; Controller
Colonial Municipal Income
Trust CAO; Controller
Liberty Variable Investment
Trust Controller
Daniszewski, V.P.
Joseph J.
Desilets, Marian H. V.P. Liberty Funds Distributor,
Inc. V.P.
Colonial Trust I through VII Asst. Sec.
LFC Utilities Trust Asst. Sec.
Colonial High Income
Municipal Trust Asst. Sec.
Colonial Intermarket Income
Trust I Asst. Sec.
Colonial Intermediate High
Income Fund Asst. Sec.
Colonial Investment Grade
Municipal Trust Asst. Sec.
Colonial Municipal Income
Trust Asst. Sec.
DiSilva-Begley, V.P. Colonial Advisory Services, Compliance
Linda IPC Mbr. Inc. Officer
Ericson, Carl C. Sr.V.P. Colonial Intermediate High
IPC Mbr. Income Fund V.P.
Colonial Advisory Services, Pres.; CEO
Inc. and CIO
Liberty Variable Investment
Trust V.P.
Evans, C. Frazier Sr.V.P. Liberty Funds Distributor,
Inc. Mng. Director
Feloney, Joseph L. V.P. Colonial Advisory Services,
Asst. Tres. Inc. Asst. Treas.
COGRA, LLC Asst. Treas.
Finnemore, V.P. Colonial Advisory Services,
Leslie W. Inc. Sr. V.P.
Franklin, Sr. V.P. AlphaTrade Inc. President
Fred J. IPC Mbr.
Gibson, Stephen E. Dir.; Pres.; COGRA, LLC Dir.;
CEO; Pres.; CEO;
Chairman of Exec. Cmte.
the Board; Mbr.; Chm.
IPC Mbr. Liberty Funds Distributor,
Inc. Dir.; Chm.
Colonial Advisory Services,
Inc. Dir.; Chm.
Liberty Funds Services, Inc. Dir.; Chm.
AlphaTrade Inc. Dir.
Colonial Trusts I through VII President
Colonial High Income
Municipal Trust President
Colonial InterMarket Income
Trust I President
Colonial Intermediate High
Income Fund President
Colonial Investment Grade
Municipal Trust President
Colonial Municipal Income
Trust President
LFC Utilities Trust President
Liberty Financial Advisors,
Inc. Director
Stein Roe & Farnham
Incorporated Asst. Chairman
Hanson, Loren Sr. V.P.;
IPC Mbr.
Harasimowicz, V.P.
Stephen
Harris, David V.P. Stein Roe Global Capital Mngmt Principal
Liberty Variable Investment
Trust V.P.
Hartford, Brian V.P.
Haynie, James P. V.P. Colonial Advisory Services,
Inc. Sr. V.P.
Liberty Variable Investment
Trust V.P.
Hernon, Mary V.P.
Hill, William V.P. Colonial Advisory Services, V.P.
Inc.
Iudice, Jr. V.P.; COGRA, LLC Controller,
Philip J. Controller CAO, Asst.
Asst. Treas.
Treasurer Liberty Funds Distributor, CFO,
Inc. Treasurer
Colonial Advisory Services,
Inc. Controller;
Asst. Treas.
AlphaTrade Inc. CFO, Treas.
Liberty Financial Advisors,
Inc. Asst. Treas.
Jacoby, Timothy J. Sr. V.P.; COGRA, LLC V.P., Treasr.,
CFO; CFO
Treasurer Colonial Trusts I through VII Treasr.,CFO
Colonial High Income
Municipal Trust Treasr.,CFO
Colonial InterMarket Income
Trust I Treasr.,CFO
Colonial Intermediate High
Income Fund Treasr.,CFO
Colonial Investment Grade
Municipal Trust Treasr.,CFO
Colonial Municipal Income
Trust Treasr.,CFO
LFC Utilities Trust Treasr.,CFO
Colonial Advisory Services,
Inc. CFO, Treasr.
Liberty Financial Advisors,
Inc. Treasurer
Stein Roe & Farnham
Incorporated Snr. V.P.
Liberty Variable Investment
Trust Treasurer
Johnson, Gordon V.P. Liberty Variable Investment
Trust V.P.
Knudsen, Gail E. V.P. Colonial Trusts I through VII Asst. Treas.
Colonial High Income
Municipal Trust Asst. Treas.
Colonial InterMarket Income
Trust I Asst. Treas.
Colonial Intermediate High
Income Fund Asst. Treas.
Colonial Investment Grade
Municipal Trust Asst. Treas.
Colonial Municipal Income
Trust Asst. Treas.
LFC Utilities Trust Asst. Treas.
Lasher, Bennett V.P.
Lennon, John E. V.P. Colonial Advisory Services,
Inc. V.P.
Liberty Variable Investment
Trust V.P.
Lenzi, Sharon V.P.
Lessard, Kristen V.P.
Loring, William
C., Jr. V.P.
MacKinnon,
Donald S. Sr.V.P.
Marcus, Harold V.P.
Muldoon, Robert V.P.
Newman, Maureen V.P.
O'Brien, David V.P.
Ostrander, Laura V.P. Colonial Advisory Services,
Inc. V.P.
Peterson, Ann T. V.P. Colonial Advisory Services,
Inc. V.P.
Rao, Gita V.P.
Reading, John V.P.; Liberty Funds Services, Inc. Asst. Clerk
Asst. COGRA, LLC Asst. Sec.
Sec.; Colonial Advisory Services,
Asst. Inc. Asst. Clerk
Clerk and Liberty Funds Distributor,
Counsel Inc. Asst. Clerk
AlphaTrade Inc. Asst. Clerk
Colonial Trusts I through VII Asst. Sec.
Colonial High Income
Municipal Trust Asst. Sec.
Colonial InterMarket Income
Trust I Asst. Sec.
Colonial Intermediate High
Income Fund Asst. Sec.
Colonial Investment Grade
Municipal Trust Asst. Sec.
Colonial Municipal Income
Trust Asst. Sec.
LFC Utilities Trust Asst. Sec.
Liberty Financial Advisors,
Inc. Asst. Sec.
Liberty Variable Investment
Trust Asst. Sec.
Rega, Michael V.P. Colonial Advisory Services,
Inc. V.P.
Schermerhorn, Scott Sr. V.P.
Scoon, Davey S. Dir.; Colonial Advisory Services,
Exe.V.P.; Inc. Dir.
IPC Mbr.; Colonial High Income
Municipal Trust V.P.
Colonial InterMarket Income
Trust I V.P.
Colonial Intermediate High
Income Fund V.P.
Colonial Investment Grade
Municipal Trust V.P.
Colonial Municipal Income
Trust V.P.
Colonial Trusts I through VII V.P.
LFC Utilities Trust V.P.
Liberty Funds Services, Inc. Director
COGRA, LLC COO; Ex. V.P.
Liberty Funds Distributor,
Inc. Director
AlphaTrade Inc. Director
Liberty Financial Advisors,
Inc. Director
Stein Roe & Farnham
Incorporated Exec. V.P.
Seibel, Sandra L. V.P. Colonial Advisory Services,
Inc. V.P.
Spanos, Gregory J. Sr. V.P. Colonial Advisory Services,
Inc. Exec. V.P.
Stevens, Richard V.P. Colonial Advisory Services,
Inc. V.P.
Stoeckle, Mark V.P. Colonial Advisory Services,
Inc. V.P.
Liberty Variable Investment
Trust V.P.
Swayze, Gary V.P.
Wallace, John V.P. Colonial Advisory Services,
Asst.Tres. Inc. Asst. Treas.
COGRA, LLC Asst. Treas.
Ware, Elizabeth M. V.P.
- ------------------------------------------------
*The Principal address of all of the officers and directors of the investment
adviser is One Financial Center, Boston, MA 02111.
<PAGE>
Item 26. Business and Other Connections of Investment Adviser
(only with respect to Colonial Global Utilities Fund, which is
the successor by merger to the Liberty Financial Utilities
Fund (LFUF), and is managed by Stein Roe &
Farnham Incorporated (SR&F). The LFUF was a series of the
Liberty Financial Trust (LFT).
For a two-year business history of officers and directors of the
Adviser, please refer to the Form ADV of SR&F.
Certain directors and officers of the SR&F also serve and have
during the past two years served in various capacities as
officers, directors, or trustees of SSI and other investment companies
managed by SR&F. (The listed entities are located at One South Wacker Drive,
Chicago, Illinois 60606, except for SteinRoe Variable Investment Trust, which
is located at Federal Reserve Plaza, Boston, MA 02210
and LFC Utilities Trust and Liberty Variable Investment Trust, which are located
at One Financial Center, Boston, MA 02111.) A list of such capacities is
given below.
POSITION FORMERLY
HELD WITHIN
CURRENT POSITION PAST TWO YEARS
------------------- --------------
STEINROE SERVICES INC.
Gary A. Anetsberger Vice President
Kenneth J. Kozanda Vice President; Treasurer
Kenneth R. Leibler Director
C. Allen Merritt, Jr. Director; Vice President
Heidi J. Walter Vice President; Secretary
Hans P. Ziegler Director; President; Chairman
SR&F BASE TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
Thomas W. Butch President Executive V-P;
Trustee
Kevin M. Carome Vice-President; Asst. Secy.
Loren A. Hansen Executive Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEIN ROE INCOME TRUST; STEIN ROE INSTITUTIONAL TRUST; AND
STEIN ROE TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
Thomas W. Butch President Exec. V-P;
V-P; Trustee
Kevin M. Carome Vice-President; Asst. Secy.
Loren A. Hansen Executive Vice-President
Michael T. Kennedy Vice-President
Stephen F. Lockman Vice-President
Steven P. Luetger Vice-President
Lynn C. Maddox Vice-President
Jane M. Naeseth Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEIN ROE INVESTMENT TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
David P. Brady Vice-President
Thomas W. Butch President Exec. V-P;
V-P; Trustee
Daniel K. Cantor Vice-President
Kevin M. Carome Vice-President; Asst. Secy.
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive Vice-President
James P. Haynie Vice-President
Harvey B. Hirschhorn Vice-President
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
Arthur J. McQueen Vice-President
Gita R. Rao Vice-President
Michael E. Rega Vice-President
M. Gerard Sandel Vice-President
Gloria J. Santella Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEIN ROE ADVISOR TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
David P. Brady Vice-President
Thomas W. Butch President Exec. V-P;
V-P; Trustee
Daniel K. Cantor Vice-President
Kevin M. Carome Vice-President; Asst. Secy.
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive Vice-President
James P. Haynie Vice-President
Harvey B. Hirschhorn Vice-President
Michael T. Kennedy Vice-President
Stephen F. Lockman Vice-President
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
Arthur J. McQueen Vice-President
Maureen G. Newman Vice-President
Gita R. Rao Vice-President
Michael E. Rega Vice-President
M. Gerard Sandel Vice-President
Gloria J. Santella Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEIN ROE MUNICIPAL TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
Thomas W. Butch President Exec. V-P;
V-P; Trustee
Kevin M. Carome Vice-President; Asst. Secy.
Joanne T. Costopoulos Vice-President
Loren A. Hansen Executive Vice-President
Brian M. Hartford Vice-President
William C. Loring Vice-President
Lynn C. Maddox Vice-President
Maureen G. Newman Vice-President
Veronica M. Wallace Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEINROE VARIABLE INVESTMENT TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior Vice-President Treasurer
Thomas W. Butch President
Kevin M. Carome Vice-President; Asst. Secretary
E. Bruce Dunn Vice President
William M. Garrison Vice President
Erik P. Gustafson Vice President
Loren A. Hansen Executive Vice-President
Harvey B. Hirschhorn Vice President
Michael T. Kennedy Vice President
Jane M. Naeseth Vice President
Steven M. Salopek Vice President
William M. Wadden IV Vice President
Heidi J. Walter Vice President
Hans P. Ziegler Executive Vice-President
STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior Vice-President
Thomas W. Butch President; Manager
Kevin M. Carome Vice-President; Asst. Secretary
Loren A. Hansen Executive Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive V-P
STEIN ROE FLOATING RATE INCOME TRUST; STEIN ROE INSTITUTIONAL
FLOATING RATE INCOME TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior Vice-President
Thomas W. Butch President; Trustee
Kevin M. Carome Vice-President; Asst. Secretary
Brian W. Good Vice-President
James R. Fellows Vice-President
Loren A. Hansen Executive Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive V-P
LFC UTILITIES TRUST
Gary A. Anetsberger Vice President
Ophelia L. Barsketis Vice President
Deborah A. Jansen Vice President
LIBERTY VARIABLE INVESTMENT TRUST
Ophelia L. Barsketis Vice President
Deborah A. Jansen Vice President
Kevin M. Carome Vice President
<PAGE>
Item 26. 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 27 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
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
Dupree, Robert 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
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.
Shea, Terence V.P. None
Sideropoulos, Lou V.P. None
Sinatra, Peter 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 28. 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 custodians 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 29. Management Services
See Item 5, Part B
Item 30. Undertakings
Not Applicable
<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. 109 to its
Registration Statement under the Securities Act of 1933 and the Post-Effective
Amendment No. 50 under the Investment Company Act of 1940, to be signed in this
City of Boston, and The Commonwealth of Massachusetts on this 1st day of March,
1999.
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 and on the date indicated.
SIGNATURES TITLE DATE
STEPHEN E. GIBSON President (chief March 1, 1999
- -------------------- executive officer)
Stephen E. Gibson
J. KEVIN CONNAUGHTON Controller and Chief March 1, 1999
- --------------------- Accounting Officer
J. Kevin Connaughton
TIMOTHY J. JACOBY Treasurer and Chief March 1, 1999
- -------------------- Financial Officer
Timothy J. Jacoby
<PAGE>
ROBERT J. BIRNBAUM* Trustee
Robert J. Birnbaum
TOM BLEASDALE* Trustee
Tom Bleasdale
JOHN CARBERRY* Trustee
John Carberry
LORA S. COLLINS* Trustee
Lora S. Collins
JAMES E. GRINNELL* Trustee
James E. Grinnell
RICHARD W. LOWRY* Trustee */s/ WILLIAM J. BALLOU
Richard W. Lowry ------------------
William J. Ballou
Attorney-in-fact
For each Trustee
SALVATORE MACERA* Trustee March 1, 1999
Salvatore Macera
WILLIAM E. MAYER* Trustee
William E. Mayer
JAMES L. MOODY, JR. * Trustee
James L. Moody, Jr.
JOHN J. NEUHAUSER* Trustee
John J. Neuhauser
THOMAS E. STITZEL* Trustee
Thomas E. Stitzel
ROBERT L. SULLIVAN* Trustee
Robert L. Sullivan
ANNE-LEE VERVILLE* Trustee
Anne-Lee Verville
<PAGE>
EXHIBIT INDEX
(d)(12) Form of Management Agreement (CGUF)
(e)(2) Amendment to Appendix 1 of Distributor's Contract with Liberty Funds
Distributor, Inc.
(e)(3) Amendment to Appendix 2 of Distributor's Contract with Liberty Funds
Distributor, Inc.
(h)(2) Amendment No. 12 to Schedule A of Amended and Restated Shareholders'
Servicing and Transfer Agent Agreement
(h)(3) Amendment No. 18 to Appendix I of Amended and Restated Shareholders'
Servicing and Transfer Agent Agreement
(h)(5) Amendment to Appendix I of Pricing and Bookkeeping Agreement
(h)(7) Form of Administration Agreement with Colonial Management Associates,
Inc. (CGUF)
(j)(1) Consent of Independent Auditors (Crabbe Huson Funds)
(j)(2) Consent of Independent Accountants (All other Funds being filed)
(n)(1) Financial Data Schedule (Class A)(TCF)
(n)(2) Financial Data Schedule (Class B)(TCF)
(n)(3) Financial Data Schedule (Class C)(TCF)
(n)(4) Financial Data Schedule (Class Z)(TCF)
(n)(5) Financial Data Schedule (Class A)(CGEF)
(n)(6) Financial Data Schedule (Class B)(CGEF)
(n)(7) Financial Data Schedule (Class C)(CGEF)
(n)(8) Financial Data Schedule (Class A)(CIHF)
(n)(9) Financial Data Schedule (Class B)(CIHF)
(n)(10) Financial Data Schedule (Class C)(CIHF)
(n)(11) Financial Data Schedule (Class A)(CSBF)
(n)(12) Financial Data Schedule (Class B)(CSBF)
(n)(13) Financial Data Schedule (Class C)(CSBF)
(n)(14) Financial Data Schedule (Class A)(CSVF)
(n)(15) Financial Data Schedule (Class B)(CSVF)
(n)(16) Financial Data Schedule (Class C)(CSVF)
(n)(17) Financial Data Schedule (Class A)(CGUF)
(n)(18) Financial Data Schedule (Class B)(CGUF)
(n)(19) Financial Data Schedule (Class C)(CGUF)
(n)(20) Financial Data Schedule (Class A) (TCHSF)
(n)(21) Financial Data Schedule (Class A) (CHSCF)
(n)(22) Financial Data Schedule (Class I) (CHSCF)
(n)(23) Financial Data Schedule (Class A) (CHEF)
(n)(24) Financial Data Schedule (Class I) (CHEF)
(n)(25) Financial Data Schedule (Class A) (CHMIEF)
(n)(26) Financial Data Schedule (Class I) (CHMIEF)
(n)(27) Financial Data Schedule (Class A) (CHREIF)
(n)(28) Financial Data Schedule (Class A) (CHORTFF)
(n)(29) Financial Data Schedule (Class A) (CHCIF)
(n)(30) Financial Data Schedule (Class I) (CHCIF)
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 3
<NAME> COLONIAL GLOBAL EQUITY FUND, CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 114041
<INVESTMENTS-AT-VALUE> 125845
<RECEIVABLES> 1119
<ASSETS-OTHER> 267
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 127231
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 288
<TOTAL-LIABILITIES> 288
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 105261
<SHARES-COMMON-STOCK> 3274
<SHARES-COMMON-PRIOR> 2464
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 220
<ACCUMULATED-NET-GAINS> 10212
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11816
<NET-ASSETS> 126943
<DIVIDEND-INCOME> 2259
<INTEREST-INCOME> 437
<OTHER-INCOME> 0
<EXPENSES-NET> 2647
<NET-INVESTMENT-INCOME> 49
<REALIZED-GAINS-CURRENT> 10072
<APPREC-INCREASE-CURRENT> 559
<NET-CHANGE-FROM-OPS> 10680
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 396
<DISTRIBUTIONS-OF-GAINS> 3875
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3003
<NUMBER-OF-SHARES-REDEEMED> 2489
<SHARES-REINVESTED> 296
<NET-CHANGE-IN-ASSETS> 17835
<ACCUMULATED-NII-PRIOR> 343
<ACCUMULATED-GAINS-PRIOR> 11722
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1180
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2779
<AVERAGE-NET-ASSETS> 123649
<PER-SHARE-NAV-BEGIN> 14.280
<PER-SHARE-NII> 0.075
<PER-SHARE-GAIN-APPREC> 1.478
<PER-SHARE-DIVIDEND> 0.143
<PER-SHARE-DISTRIBUTIONS> 1.530
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 14.16
<EXPENSE-RATIO> 1.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 3
<NAME> COLONIAL GLOBAL EQUITY FUND, CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 114041
<INVESTMENTS-AT-VALUE> 125845
<RECEIVABLES> 1119
<ASSETS-OTHER> 267
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 127231
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 288
<TOTAL-LIABILITIES> 288
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 105261
<SHARES-COMMON-STOCK> 5626
<SHARES-COMMON-PRIOR> 5181
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 220
<ACCUMULATED-NET-GAINS> 10212
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11816
<NET-ASSETS> 126943
<DIVIDEND-INCOME> 2259
<INTEREST-INCOME> 437
<OTHER-INCOME> 0
<EXPENSES-NET> 2647
<NET-INVESTMENT-INCOME> 49
<REALIZED-GAINS-CURRENT> 10072
<APPREC-INCREASE-CURRENT> 559
<NET-CHANGE-FROM-OPS> 10680
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 162
<DISTRIBUTIONS-OF-GAINS> 7785
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2007
<NUMBER-OF-SHARES-REDEEMED> 2117
<SHARES-REINVESTED> 555
<NET-CHANGE-IN-ASSETS> 17835
<ACCUMULATED-NII-PRIOR> 343
<ACCUMULATED-GAINS-PRIOR> 11722
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1180
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2779
<AVERAGE-NET-ASSETS> 123647
<PER-SHARE-NAV-BEGIN> 14.130
<PER-SHARE-NII> 0.032
<PER-SHARE-GAIN-APPREC> 1.444
<PER-SHARE-DIVIDEND> 0.032
<PER-SHARE-DISTRIBUTIONS> 1.530
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 13.980
<EXPENSE-RATIO> 2.40
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 3
<NAME> COLONIAL GLOBAL EQUITY FUND, CLASS C
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 114041
<INVESTMENTS-AT-VALUE> 125845
<RECEIVABLES> 1119
<ASSETS-OTHER> 267
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 127231
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 288
<TOTAL-LIABILITIES> 288
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 105261
<SHARES-COMMON-STOCK> 137
<SHARES-COMMON-PRIOR> 52
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 220
<ACCUMULATED-NET-GAINS> 10212
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11816
<NET-ASSETS> 126943
<DIVIDEND-INCOME> 2259
<INTEREST-INCOME> 437
<OTHER-INCOME> 0
<EXPENSES-NET> 2647
<NET-INVESTMENT-INCOME> 49
<REALIZED-GAINS-CURRENT> 10072
<APPREC-INCREASE-CURRENT> 559
<NET-CHANGE-FROM-OPS> 10680
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5
<DISTRIBUTIONS-OF-GAINS> 97
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 163
<NUMBER-OF-SHARES-REDEEMED> 85
<SHARES-REINVESTED> 7
<NET-CHANGE-IN-ASSETS> 17835
<ACCUMULATED-NII-PRIOR> 343
<ACCUMULATED-GAINS-PRIOR> 11722
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1180
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2779
<AVERAGE-NET-ASSETS> 123647
<PER-SHARE-NAV-BEGIN> 14.260
<PER-SHARE-NII> 0.033
<PER-SHARE-GAIN-APPREC> 1.474
<PER-SHARE-DIVIDEND> 0.071
<PER-SHARE-DISTRIBUTIONS> 1.530
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 14.100
<EXPENSE-RATIO> 2.4
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 8
<NAME> COLONIAL GLOBAL UTILITIES FUND, CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 124120
<INVESTMENTS-AT-VALUE> 171593
<RECEIVABLES> 82
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 171675
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 182
<TOTAL-LIABILITIES> 182
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 116206
<SHARES-COMMON-STOCK> 11098
<SHARES-COMMON-PRIOR> 11825
<ACCUMULATED-NII-CURRENT> 194
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 7670
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 47723
<NET-ASSETS> 171493
<DIVIDEND-INCOME> 3918
<INTEREST-INCOME> 1264
<OTHER-INCOME> 1102
<EXPENSES-NET> 1274
<NET-INVESTMENT-INCOME> 2806
<REALIZED-GAINS-CURRENT> 7621
<APPREC-INCREASE-CURRENT> 18825
<NET-CHANGE-FROM-OPS> 29252
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2908
<DISTRIBUTIONS-OF-GAINS> 10710
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 263
<NUMBER-OF-SHARES-REDEEMED> 19347
<SHARES-REINVESTED> 944
<NET-CHANGE-IN-ASSETS> 5165
<ACCUMULATED-NII-PRIOR> 440
<ACCUMULATED-GAINS-PRIOR> 10943
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1274
<AVERAGE-NET-ASSETS> 179898
<PER-SHARE-NAV-BEGIN> 13.720
<PER-SHARE-NII> 0.234
<PER-SHARE-GAIN-APPREC> 2.134
<PER-SHARE-DIVIDEND> 0.248
<PER-SHARE-DISTRIBUTIONS> 0.920
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 14.920
<EXPENSE-RATIO> 1.30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 8
<NAME> COLONIAL GLOBAL UTILITIES FUND, CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 124120
<INVESTMENTS-AT-VALUE> 171593
<RECEIVABLES> 82
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 171675
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 182
<TOTAL-LIABILITIES> 182
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 116206
<SHARES-COMMON-STOCK> 332
<SHARES-COMMON-PRIOR> 236
<ACCUMULATED-NII-CURRENT> 194
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 7670
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 47723
<NET-ASSETS> 171493
<DIVIDEND-INCOME> 3918
<INTEREST-INCOME> 1264
<OTHER-INCOME> 1102
<EXPENSES-NET> 1274
<NET-INVESTMENT-INCOME> 2806
<REALIZED-GAINS-CURRENT> 7621
<APPREC-INCREASE-CURRENT> 18825
<NET-CHANGE-FROM-OPS> 29252
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 37
<DISTRIBUTIONS-OF-GAINS> 224
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 142
<NUMBER-OF-SHARES-REDEEMED> 63
<SHARES-REINVESTED> 17
<NET-CHANGE-IN-ASSETS> 5165
<ACCUMULATED-NII-PRIOR> 440
<ACCUMULATED-GAINS-PRIOR> 10943
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1274
<AVERAGE-NET-ASSETS> 179898
<PER-SHARE-NAV-BEGIN> 13.720
<PER-SHARE-NII> 0.123
<PER-SHARE-GAIN-APPREC> 2.124
<PER-SHARE-DIVIDEND> 0.137
<PER-SHARE-DISTRIBUTIONS> 0.920
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 14.910
<EXPENSE-RATIO> 2.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 8
<NAME> COLONIAL GLOBAL UTILITIES FUND, CLASS C
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 124120
<INVESTMENTS-AT-VALUE> 171593
<RECEIVABLES> 82
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 171675
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 182
<TOTAL-LIABILITIES> 182
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 116206
<SHARES-COMMON-STOCK> 65
<SHARES-COMMON-PRIOR> 60
<ACCUMULATED-NII-CURRENT> 194
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 7670
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 47723
<NET-ASSETS> 171493
<DIVIDEND-INCOME> 3918
<INTEREST-INCOME> 1264
<OTHER-INCOME> 1102
<EXPENSES-NET> 1274
<NET-INVESTMENT-INCOME> 2806
<REALIZED-GAINS-CURRENT> 7621
<APPREC-INCREASE-CURRENT> 18825
<NET-CHANGE-FROM-OPS> 29252
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 9
<DISTRIBUTIONS-OF-GAINS> 58
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 18
<NUMBER-OF-SHARES-REDEEMED> 17
<SHARES-REINVESTED> 4
<NET-CHANGE-IN-ASSETS> 5165
<ACCUMULATED-NII-PRIOR> 440
<ACCUMULATED-GAINS-PRIOR> 10943
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1274
<AVERAGE-NET-ASSETS> 179898
<PER-SHARE-NAV-BEGIN> 13.720
<PER-SHARE-NII> 0.123
<PER-SHARE-GAIN-APPREC> 2.134
<PER-SHARE-DIVIDEND> 0.137
<PER-SHARE-DISTRIBUTIONS> 0.920
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 14.920
<EXPENSE-RATIO> 2.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 14
<NAME> CRABBE HUSON CONTRARIAN INCOME FUND, CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 10201
<INVESTMENTS-AT-VALUE> 10450
<RECEIVABLES> 156
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10606
<PAYABLE-FOR-SECURITIES> 407
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1301
<TOTAL-LIABILITIES> 1708
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 8505
<SHARES-COMMON-STOCK> 809
<SHARES-COMMON-PRIOR> 307
<ACCUMULATED-NII-CURRENT> 3
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 142
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 249
<NET-ASSETS> 8899
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 337
<OTHER-INCOME> 0
<EXPENSES-NET> 43
<NET-INVESTMENT-INCOME> 293
<REALIZED-GAINS-CURRENT> 221
<APPREC-INCREASE-CURRENT> 116
<NET-CHANGE-FROM-OPS> 630
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 381
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 854
<NUMBER-OF-SHARES-REDEEMED> 386
<SHARES-REINVESTED> 34
<NET-CHANGE-IN-ASSETS> 5651
<ACCUMULATED-NII-PRIOR> 91
<ACCUMULATED-GAINS-PRIOR> 80
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 41
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 129
<AVERAGE-NET-ASSETS> 9009
<PER-SHARE-NAV-BEGIN> 10.580
<PER-SHARE-NII> 0.500
<PER-SHARE-GAIN-APPREC> 0.590
<PER-SHARE-DIVIDEND> 0.790
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.880
<EXPENSE-RATIO> 0.79
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 14
<NAME> CRABBE HUSON CONTRARIAN INCOME FUND, CLASS I
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 10201
<INVESTMENTS-AT-VALUE> 10450
<RECEIVABLES> 156
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10606
<PAYABLE-FOR-SECURITIES> 407
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1301
<TOTAL-LIABILITIES> 1708
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 8505
<SHARES-COMMON-STOCK> 9
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 3
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 142
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 249
<NET-ASSETS> 8899
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 337
<OTHER-INCOME> 0
<EXPENSES-NET> 43
<NET-INVESTMENT-INCOME> 293
<REALIZED-GAINS-CURRENT> 221
<APPREC-INCREASE-CURRENT> 116
<NET-CHANGE-FROM-OPS> 630
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 5651
<ACCUMULATED-NII-PRIOR> 91
<ACCUMULATED-GAINS-PRIOR> 80
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 41
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 129
<AVERAGE-NET-ASSETS> 9009
<PER-SHARE-NAV-BEGIN> 10.990
<PER-SHARE-NII> 0.020
<PER-SHARE-GAIN-APPREC> 0.070
<PER-SHARE-DIVIDEND> 0.040
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.900
<EXPENSE-RATIO> 0.38
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 11
<NAME> CRABBE HUSON EQUITY FUND, CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 266737
<INVESTMENTS-AT-VALUE> 279389
<RECEIVABLES> 8198
<ASSETS-OTHER> 111
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 287698
<PAYABLE-FOR-SECURITIES> 6545
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 26853
<TOTAL-LIABILITIES> 33398
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 236810
<SHARES-COMMON-STOCK> 13650
<SHARES-COMMON-PRIOR> 16298
<ACCUMULATED-NII-CURRENT> 1172
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3666
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 12652
<NET-ASSETS> 254300
<DIVIDEND-INCOME> 5510
<INTEREST-INCOME> 1060
<OTHER-INCOME> 0
<EXPENSES-NET> 4938
<NET-INVESTMENT-INCOME> 1632
<REALIZED-GAINS-CURRENT> 8001
<APPREC-INCREASE-CURRENT> 44544
<NET-CHANGE-FROM-OPS> 34910
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 804
<DISTRIBUTIONS-OF-GAINS> 77291
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4211
<NUMBER-OF-SHARES-REDEEMED> 11954
<SHARES-REINVESTED> 4095
<NET-CHANGE-IN-ASSETS> 149831
<ACCUMULATED-NII-PRIOR> 895
<ACCUMULATED-GAINS-PRIOR> 80621
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3301
<INTEREST-EXPENSE> 28
<GROSS-EXPENSE> 5105
<AVERAGE-NET-ASSETS> 371144
<PER-SHARE-NAV-BEGIN> 23.32
<PER-SHARE-NII> 0.070
<PER-SHARE-GAIN-APPREC> 2.000
<PER-SHARE-DIVIDEND> 0.050
<PER-SHARE-DISTRIBUTIONS> 4.740
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 16.600
<EXPENSE-RATIO> 1.39
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 11
<NAME> CRABBE HUSON EQUITY FUND, CLASS I
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 266737
<INVESTMENTS-AT-VALUE> 279389
<RECEIVABLES> 8198
<ASSETS-OTHER> 111
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 287698
<PAYABLE-FOR-SECURITIES> 6545
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 26853
<TOTAL-LIABILITIES> 33398
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 236810
<SHARES-COMMON-STOCK> 1662
<SHARES-COMMON-PRIOR> 1029
<ACCUMULATED-NII-CURRENT> 1172
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3666
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 12652
<NET-ASSETS> 254300
<DIVIDEND-INCOME> 5510
<INTEREST-INCOME> 1060
<OTHER-INCOME> 0
<EXPENSES-NET> 4938
<NET-INVESTMENT-INCOME> 1632
<REALIZED-GAINS-CURRENT> 8001
<APPREC-INCREASE-CURRENT> 44544
<NET-CHANGE-FROM-OPS> 34910
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 151
<DISTRIBUTIONS-OF-GAINS> 4893
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 996
<NUMBER-OF-SHARES-REDEEMED> 641
<SHARES-REINVESTED> 277
<NET-CHANGE-IN-ASSETS> 149831
<ACCUMULATED-NII-PRIOR> 895
<ACCUMULATED-GAINS-PRIOR> 80621
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3301
<INTEREST-EXPENSE> 28
<GROSS-EXPENSE> 5105
<AVERAGE-NET-ASSETS> 371144
<PER-SHARE-NAV-BEGIN> 23.400
<PER-SHARE-NII> 0.170
<PER-SHARE-GAIN-APPREC> 2.030
<PER-SHARE-DIVIDEND> 0.150
<PER-SHARE-DISTRIBUTIONS> 4.740
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 16.650
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 12
<NAME> CRABBE HUSON MANAGED INCOME & EQUITY FUND, CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 117101
<INVESTMENTS-AT-VALUE> 122790
<RECEIVABLES> 2456
<ASSETS-OTHER> 36
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 125282
<PAYABLE-FOR-SECURITIES> 1194
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 22684
<TOTAL-LIABILITIES> 23878
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 93899
<SHARES-COMMON-STOCK> 5284
<SHARES-COMMON-PRIOR> 6423
<ACCUMULATED-NII-CURRENT> 316
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1500
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5689
<NET-ASSETS> 101404
<DIVIDEND-INCOME> 1065
<INTEREST-INCOME> 3227
<OTHER-INCOME> 87
<EXPENSES-NET> 1498
<NET-INVESTMENT-INCOME> 2881
<REALIZED-GAINS-CURRENT> 1966
<APPREC-INCREASE-CURRENT> 5596
<NET-CHANGE-FROM-OPS> 750
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1567
<DISTRIBUTIONS-OF-GAINS> 11233
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 956
<NUMBER-OF-SHARES-REDEEMED> 3036
<SHARES-REINVESTED> 941
<NET-CHANGE-IN-ASSETS> 23154
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 14927
<OVERDISTRIB-NII-PRIOR> 21
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1185
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1723
<AVERAGE-NET-ASSETS> 121997
<PER-SHARE-NAV-BEGIN> 14.940
<PER-SHARE-NII> 0.290
<PER-SHARE-GAIN-APPREC> 0.370
<PER-SHARE-DIVIDEND> 0.240
<PER-SHARE-DISTRIBUTIONS> 1.810
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 12.810
<EXPENSE-RATIO> 1.32
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 12
<NAME> CRABBE HUSON MANAGED INCOME & EQUITY FUND, CLASS I
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 117101
<INVESTMENTS-AT-VALUE> 122790
<RECEIVABLES> 2456
<ASSETS-OTHER> 36
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 125282
<PAYABLE-FOR-SECURITIES> 1194
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 22684
<TOTAL-LIABILITIES> 23878
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 93899
<SHARES-COMMON-STOCK> 2632
<SHARES-COMMON-PRIOR> 1914
<ACCUMULATED-NII-CURRENT> 316
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1500
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5689
<NET-ASSETS> 101404
<DIVIDEND-INCOME> 1065
<INTEREST-INCOME> 3227
<OTHER-INCOME> 87
<EXPENSES-NET> 1498
<NET-INVESTMENT-INCOME> 2881
<REALIZED-GAINS-CURRENT> 1966
<APPREC-INCREASE-CURRENT> 5596
<NET-CHANGE-FROM-OPS> 750
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 677
<DISTRIBUTIONS-OF-GAINS> 3835
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2090
<NUMBER-OF-SHARES-REDEEMED> 1729
<SHARES-REINVESTED> 356
<NET-CHANGE-IN-ASSETS> 23154
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 14927
<OVERDISTRIB-NII-PRIOR> 21
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1185
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1723
<AVERAGE-NET-ASSETS> 121997
<PER-SHARE-NAV-BEGIN> 14.94
<PER-SHARE-NII> 0.320
<PER-SHARE-GAIN-APPREC> 0.370
<PER-SHARE-DIVIDEND> 0.270
<PER-SHARE-DISTRIBUTIONS> 1.810
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 12.810
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 15
<NAME> CRABBE HUSON OREGON TAX-FREE FUND, CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 23978
<INVESTMENTS-AT-VALUE> 25336
<RECEIVABLES> 353
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 25690
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 99
<TOTAL-LIABILITIES> 99
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 23441
<SHARES-COMMON-STOCK> 1964
<SHARES-COMMON-PRIOR> 2073
<ACCUMULATED-NII-CURRENT> 183
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 609
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1358
<NET-ASSETS> 25591
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1346
<OTHER-INCOME> 0
<EXPENSES-NET> 259
<NET-INVESTMENT-INCOME> 1087
<REALIZED-GAINS-CURRENT> 676
<APPREC-INCREASE-CURRENT> 81
<NET-CHANGE-FROM-OPS> 1682
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1087
<DISTRIBUTIONS-OF-GAINS> 71
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 209
<NUMBER-OF-SHARES-REDEEMED> 390
<SHARES-REINVESTED> 72
<NET-CHANGE-IN-ASSETS> 896
<ACCUMULATED-NII-PRIOR> 170
<ACCUMULATED-GAINS-PRIOR> 71
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 132
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 260
<AVERAGE-NET-ASSETS> 26379
<PER-SHARE-NAV-BEGIN> 12.780
<PER-SHARE-NII> 0.280
<PER-SHARE-GAIN-APPREC> 0.270
<PER-SHARE-DIVIDEND> 0.270
<PER-SHARE-DISTRIBUTIONS> 0.030
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 13.030
<EXPENSE-RATIO> 0.98
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 13
<NAME> CRABBE HUSON REAL ESTATE INVESTMENT FUND, CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 19759
<INVESTMENTS-AT-VALUE> 19391
<RECEIVABLES> 741
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 14
<TOTAL-ASSETS> 20147
<PAYABLE-FOR-SECURITIES> 993
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1731
<TOTAL-LIABILITIES> 2724
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 17443
<SHARES-COMMON-STOCK> 1670
<SHARES-COMMON-PRIOR> 2431
<ACCUMULATED-NII-CURRENT> 98
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 250
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 368
<NET-ASSETS> 17423
<DIVIDEND-INCOME> 1301
<INTEREST-INCOME> 70
<OTHER-INCOME> 21
<EXPENSES-NET> 401
<NET-INVESTMENT-INCOME> 991
<REALIZED-GAINS-CURRENT> 297
<APPREC-INCREASE-CURRENT> 4585
<NET-CHANGE-FROM-OPS> 3297
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 776
<DISTRIBUTIONS-OF-GAINS> 3695
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 882
<NUMBER-OF-SHARES-REDEEMED> 2003
<SHARES-REINVESTED> 359
<NET-CHANGE-IN-ASSETS> 16835
<ACCUMULATED-NII-PRIOR> 39
<ACCUMULATED-GAINS-PRIOR> 3695
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 267
<INTEREST-EXPENSE> 1
<GROSS-EXPENSE> 515
<AVERAGE-NET-ASSETS> 26734
<PER-SHARE-NAV-BEGIN> 14.090
<PER-SHARE-NII> 0.400
<PER-SHARE-GAIN-APPREC> 2.00
<PER-SHARE-DIVIDEND> 0.360
<PER-SHARE-DISTRIBUTIONS> 1.690
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.440
<EXPENSE-RATIO> 1.5
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
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
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 138046
<INVESTMENTS-AT-VALUE> 94518
<RECEIVABLES> 129
<ASSETS-OTHER> 4
<OTHER-ITEMS-ASSETS> 87
<TOTAL-ASSETS> 94738
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 17737
<TOTAL-LIABILITIES> 17737
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 120335
<SHARES-COMMON-STOCK> 1672
<SHARES-COMMON-PRIOR> 2750
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 193
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 43527
<NET-ASSETS> 77001
<DIVIDEND-INCOME> 397
<INTEREST-INCOME> 411
<OTHER-INCOME> 60
<EXPENSES-NET> 1323
<NET-INVESTMENT-INCOME> 455
<REALIZED-GAINS-CURRENT> 311
<APPREC-INCREASE-CURRENT> 53349
<NET-CHANGE-FROM-OPS> 53493
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 3252
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1711
<NUMBER-OF-SHARES-REDEEMED> 3032
<SHARES-REINVESTED> 243
<NET-CHANGE-IN-ASSETS> 37217
<ACCUMULATED-NII-PRIOR> 239
<ACCUMULATED-GAINS-PRIOR> 10882
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1160
<INTEREST-EXPENSE> 6
<GROSS-EXPENSE> 1592
<AVERAGE-NET-ASSETS> 119811
<PER-SHARE-NAV-BEGIN> 15.480
<PER-SHARE-NII> 0.030
<PER-SHARE-GAIN-APPREC> 5.560
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 1.240
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 8.650
<EXPENSE-RATIO> 1.37
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 9
<NAME> CRABBE HUSON SMALL CAP FUND, CLASS I
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 138046
<INVESTMENTS-AT-VALUE> 94518
<RECEIVABLES> 129
<ASSETS-OTHER> 4
<OTHER-ITEMS-ASSETS> 87
<TOTAL-ASSETS> 94738
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 17737
<TOTAL-LIABILITIES> 17737
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 120335
<SHARES-COMMON-STOCK> 7208
<SHARES-COMMON-PRIOR> 4613
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 193
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 43527
<NET-ASSETS> 77001
<DIVIDEND-INCOME> 397
<INTEREST-INCOME> 411
<OTHER-INCOME> 60
<EXPENSES-NET> 1323
<NET-INVESTMENT-INCOME> 455
<REALIZED-GAINS-CURRENT> 311
<APPREC-INCREASE-CURRENT> 53349
<NET-CHANGE-FROM-OPS> 53493
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 356
<DISTRIBUTIONS-OF-GAINS> 7631
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5973
<NUMBER-OF-SHARES-REDEEMED> 4009
<SHARES-REINVESTED> 630
<NET-CHANGE-IN-ASSETS> 37217
<ACCUMULATED-NII-PRIOR> 239
<ACCUMULATED-GAINS-PRIOR> 10882
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1160
<INTEREST-EXPENSE> 6
<GROSS-EXPENSE> 1592
<AVERAGE-NET-ASSETS> 119811
<PER-SHARE-NAV-BEGIN> 15.530
<PER-SHARE-NII> 0.030
<PER-SHARE-GAIN-APPREC> 5.580
<PER-SHARE-DIVIDEND> 0.060
<PER-SHARE-DISTRIBUTIONS> 1.240
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 8.680
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 10
<NAME> THE CRABBE HUSON SPECIAL FUND, CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 162038
<INVESTMENTS-AT-VALUE> 109550
<RECEIVABLES> 43
<ASSETS-OTHER> 10
<OTHER-ITEMS-ASSETS> 5271
<TOTAL-ASSETS> 114874
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10370
<TOTAL-LIABILITIES> 10370
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 176972
<SHARES-COMMON-STOCK> 12909
<SHARES-COMMON-PRIOR> 23597
<ACCUMULATED-NII-CURRENT> 8
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 21214
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 51246
<NET-ASSETS> 104504
<DIVIDEND-INCOME> 1241
<INTEREST-INCOME> 3281
<OTHER-INCOME> 200
<EXPENSES-NET> 3913
<NET-INVESTMENT-INCOME> 809
<REALIZED-GAINS-CURRENT> 18218
<APPREC-INCREASE-CURRENT> 102587
<NET-CHANGE-FROM-OPS> 119996
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3569
<DISTRIBUTIONS-OF-GAINS> 38364
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6061
<NUMBER-OF-SHARES-REDEEMED> 19848
<SHARES-REINVESTED> 3099
<NET-CHANGE-IN-ASSETS> 291832
<ACCUMULATED-NII-PRIOR> 2158
<ACCUMULATED-GAINS-PRIOR> 35782
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2241
<INTEREST-EXPENSE> 482
<GROSS-EXPENSE> 4747
<AVERAGE-NET-ASSETS> 248017
<PER-SHARE-NAV-BEGIN> 16.8
<PER-SHARE-NII> 0.070
<PER-SHARE-GAIN-APPREC> 6.920
<PER-SHARE-DIVIDEND> 0.160
<PER-SHARE-DISTRIBUTIONS> 1.690
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 8.100
<EXPENSE-RATIO> 1.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 2
<NAME> COLONIAL INTERNATIONAL HORIZONS FUND, CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 119582
<INVESTMENTS-AT-VALUE> 117046
<RECEIVABLES> 1673
<ASSETS-OTHER> 7
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 118726
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1533
<TOTAL-LIABILITIES> 1533
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 108253
<SHARES-COMMON-STOCK> 4748
<SHARES-COMMON-PRIOR> 2271
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 194
<ACCUMULATED-NET-GAINS> 11625
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2491
<NET-ASSETS> 117193
<DIVIDEND-INCOME> 1191
<INTEREST-INCOME> 244
<OTHER-INCOME> 0
<EXPENSES-NET> 1511
<NET-INVESTMENT-INCOME> 76
<REALIZED-GAINS-CURRENT> 11751
<APPREC-INCREASE-CURRENT> 300
<NET-CHANGE-FROM-OPS> 11975
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 181
<DISTRIBUTIONS-OF-GAINS> 6412
<DISTRIBUTIONS-OTHER> 185
<NUMBER-OF-SHARES-SOLD> 5065
<NUMBER-OF-SHARES-REDEEMED> 3039
<SHARES-REINVESTED> 451
<NET-CHANGE-IN-ASSETS> 55628
<ACCUMULATED-NII-PRIOR> 182
<ACCUMULATED-GAINS-PRIOR> 11021
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 557
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1511
<AVERAGE-NET-ASSETS> 74644
<PER-SHARE-NAV-BEGIN> 15.260
<PER-SHARE-NII> 0.032
<PER-SHARE-GAIN-APPREC> 0.222
<PER-SHARE-DIVIDEND> 0.150
<PER-SHARE-DISTRIBUTIONS> 2.660
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 12.260
<EXPENSE-RATIO> 1.68
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 2
<NAME> COLONIAL INTERNATIONAL HORIZONS FUND, CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 119582
<INVESTMENTS-AT-VALUE> 117046
<RECEIVABLES> 1673
<ASSETS-OTHER> 7
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 118726
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1533
<TOTAL-LIABILITIES> 1533
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 108253
<SHARES-COMMON-STOCK> 762
<SHARES-COMMON-PRIOR> 1779
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 194
<ACCUMULATED-NET-GAINS> 11625
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2491
<NET-ASSETS> 117193
<DIVIDEND-INCOME> 1191
<INTEREST-INCOME> 244
<OTHER-INCOME> 0
<EXPENSES-NET> 1511
<NET-INVESTMENT-INCOME> 76
<REALIZED-GAINS-CURRENT> 11751
<APPREC-INCREASE-CURRENT> 300
<NET-CHANGE-FROM-OPS> 11975
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 4631
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4035
<NUMBER-OF-SHARES-REDEEMED> 1392
<SHARES-REINVESTED> 340
<NET-CHANGE-IN-ASSETS> 55628
<ACCUMULATED-NII-PRIOR> 182
<ACCUMULATED-GAINS-PRIOR> 11021
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 557
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1511
<AVERAGE-NET-ASSETS> 74644
<PER-SHARE-NAV-BEGIN> 15.070
<PER-SHARE-NII> 0.062
<PER-SHARE-GAIN-APPREC> 0.208
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 2.660
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 12.140
<EXPENSE-RATIO> 2.43
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 2
<NAME> COLONIAL INTERNATIONAL HORIZONS FUND, CLASS C
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 119582
<INVESTMENTS-AT-VALUE> 117046
<RECEIVABLES> 1673
<ASSETS-OTHER> 7
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 118726
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1533
<TOTAL-LIABILITIES> 1533
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 108253
<SHARES-COMMON-STOCK> 96
<SHARES-COMMON-PRIOR> 7
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 194
<ACCUMULATED-NET-GAINS> 11625
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2491
<NET-ASSETS> 117193
<DIVIDEND-INCOME> 1191
<INTEREST-INCOME> 244
<OTHER-INCOME> 0
<EXPENSES-NET> 1511
<NET-INVESTMENT-INCOME> 76
<REALIZED-GAINS-CURRENT> 11751
<APPREC-INCREASE-CURRENT> 300
<NET-CHANGE-FROM-OPS> 11975
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1
<DISTRIBUTIONS-OF-GAINS> 30
<DISTRIBUTIONS-OTHER> 1
<NUMBER-OF-SHARES-SOLD> 104
<NUMBER-OF-SHARES-REDEEMED> 18
<SHARES-REINVESTED> 3
<NET-CHANGE-IN-ASSETS> 55628
<ACCUMULATED-NII-PRIOR> 182
<ACCUMULATED-GAINS-PRIOR> 11021
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 557
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1511
<AVERAGE-NET-ASSETS> 74644
<PER-SHARE-NAV-BEGIN> 15.22
<PER-SHARE-NII> 0.061
<PER-SHARE-GAIN-APPREC> 0.181
<PER-SHARE-DIVIDEND> 0.078
<PER-SHARE-DISTRIBUTIONS> 2.660
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 12.240
<EXPENSE-RATIO> 2.43
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 6
<NAME> COLONIAL STRATEGIC BALANCED FUND, CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 144481
<INVESTMENTS-AT-VALUE> 165440
<RECEIVABLES> 2630
<ASSETS-OTHER> 12
<OTHER-ITEMS-ASSETS> 156
<TOTAL-ASSETS> 168238
<PAYABLE-FOR-SECURITIES> 590
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 328
<TOTAL-LIABILITIES> 818
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 139085
<SHARES-COMMON-STOCK> 3535
<SHARES-COMMON-PRIOR> 3164
<ACCUMULATED-NII-CURRENT> 384
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 6981
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 20970
<NET-ASSETS> 167420
<DIVIDEND-INCOME> 1335
<INTEREST-INCOME> 5440
<OTHER-INCOME> 0
<EXPENSES-NET> 3016
<NET-INVESTMENT-INCOME> 3759
<REALIZED-GAINS-CURRENT> 7019
<APPREC-INCREASE-CURRENT> 791
<NET-CHANGE-FROM-OPS> 11569
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1505
<DISTRIBUTIONS-OF-GAINS> 470
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 820
<NUMBER-OF-SHARES-REDEEMED> 575
<SHARES-REINVESTED> 126
<NET-CHANGE-IN-ASSETS> 38291
<ACCUMULATED-NII-PRIOR> 580
<ACCUMULATED-GAINS-PRIOR> 1312
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1063
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3031
<AVERAGE-NET-ASSETS> 152155
<PER-SHARE-NAV-BEGIN> 14.450
<PER-SHARE-NII> .418
<PER-SHARE-GAIN-APPREC> .890
<PER-SHARE-DIVIDEND> .440
<PER-SHARE-DISTRIBUTIONS> .148
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 15.17
<EXPENSE-RATIO> 1.69
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 6
<NAME> COLONIAL STRATEGIC BALANCED FUND, CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 144481
<INVESTMENTS-AT-VALUE> 165440
<RECEIVABLES> 2630
<ASSETS-OTHER> 12
<OTHER-ITEMS-ASSETS> 156
<TOTAL-ASSETS> 168238
<PAYABLE-FOR-SECURITIES> 590
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 328
<TOTAL-LIABILITIES> 818
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 139085
<SHARES-COMMON-STOCK> 6967
<SHARES-COMMON-PRIOR> 5337
<ACCUMULATED-NII-CURRENT> 384
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 6981
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 20970
<NET-ASSETS> 167420
<DIVIDEND-INCOME> 1335
<INTEREST-INCOME> 5440
<OTHER-INCOME> 0
<EXPENSES-NET> 3016
<NET-INVESTMENT-INCOME> 3759
<REALIZED-GAINS-CURRENT> 7019
<APPREC-INCREASE-CURRENT> 791
<NET-CHANGE-FROM-OPS> 11569
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2266
<DISTRIBUTIONS-OF-GAINS> 802
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2388
<NUMBER-OF-SHARES-REDEEMED> 955
<SHARES-REINVESTED> 197
<NET-CHANGE-IN-ASSETS> 38291
<ACCUMULATED-NII-PRIOR> 580
<ACCUMULATED-GAINS-PRIOR> 1312
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1063
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3031
<AVERAGE-NET-ASSETS> 152155
<PER-SHARE-NAV-BEGIN> 14.430
<PER-SHARE-NII> .350
<PER-SHARE-GAIN-APPREC> .882
<PER-SHARE-DIVIDEND> .374
<PER-SHARE-DISTRIBUTIONS> .148
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 15.140
<EXPENSE-RATIO> 2.14
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 6
<NAME> COLONIAL STRATEGIC BALANCED FUND, CLASS C
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 144481
<INVESTMENTS-AT-VALUE> 165440
<RECEIVABLES> 2630
<ASSETS-OTHER> 12
<OTHER-ITEMS-ASSETS> 156
<TOTAL-ASSETS> 168238
<PAYABLE-FOR-SECURITIES> 490
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 328
<TOTAL-LIABILITIES> 818
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 139085
<SHARES-COMMON-STOCK> 545
<SHARES-COMMON-PRIOR> 442
<ACCUMULATED-NII-CURRENT> 384
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 6981
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 206970
<NET-ASSETS> 167420
<DIVIDEND-INCOME> 1335
<INTEREST-INCOME> 5440
<OTHER-INCOME> 0
<EXPENSES-NET> 3016
<NET-INVESTMENT-INCOME> 3759
<REALIZED-GAINS-CURRENT> 7019
<APPREC-INCREASE-CURRENT> 791
<NET-CHANGE-FROM-OPS> 11569
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 184
<DISTRIBUTIONS-OF-GAINS> 67
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 177
<NUMBER-OF-SHARES-REDEEMED> 90
<SHARES-REINVESTED> 16
<NET-CHANGE-IN-ASSETS> 38291
<ACCUMULATED-NII-PRIOR> 580
<ACCUMULATED-GAINS-PRIOR> 1312
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1063
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3031
<AVERAGE-NET-ASSETS> 152155
<PER-SHARE-NAV-BEGIN> 14.45
<PER-SHARE-NII> .350
<PER-SHARE-GAIN-APPREC> .891
<PER-SHARE-DIVIDEND> 0.373
<PER-SHARE-DISTRIBUTIONS> 0.148
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 15.170
<EXPENSE-RATIO> 2.14
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 1
<NAME> COLONIAL SELECT VALUE FUND, CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 559211
<INVESTMENTS-AT-VALUE> 689840
<RECEIVABLES> 2203
<ASSETS-OTHER> 9
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 692052
<PAYABLE-FOR-SECURITIES> 10399
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1017
<TOTAL-LIABILITIES> 11416
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 520892
<SHARES-COMMON-STOCK> 18500
<SHARES-COMMON-PRIOR> 9599
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 39
<ACCUMULATED-NET-GAINS> 29154
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 130629
<NET-ASSETS> 680636
<DIVIDEND-INCOME> 4600
<INTEREST-INCOME> 2310
<OTHER-INCOME> 0
<EXPENSES-NET> 10236
<NET-INVESTMENT-INCOME> 3326
<REALIZED-GAINS-CURRENT> 3364
<APPREC-INCREASE-CURRENT> 1599
<NET-CHANGE-FROM-OPS> 31637
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 30679
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4899
<NUMBER-OF-SHARES-REDEEMED> 4457
<SHARES-REINVESTED> 1391
<NET-CHANGE-IN-ASSETS> 147438
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 48434
<OVERDISTRIB-NII-PRIOR> 11
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4410
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10236
<AVERAGE-NET-ASSETS> 631244
<PER-SHARE-NAV-BEGIN> 20.430
<PER-SHARE-NII> 0.047
<PER-SHARE-GAIN-APPREC> 1.637
<PER-SHARE-DIVIDEND> 1.850
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 20.170
<EXPENSE-RATIO> 1.320
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 1
<NAME> COLONIAL SELECT VALUE FUND, CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 559211
<INVESTMENTS-AT-VALUE> 689840
<RECEIVABLES> 2203
<ASSETS-OTHER> 9
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 692052
<PAYABLE-FOR-SECURITIES> 10399
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1017
<TOTAL-LIABILITIES> 11416
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 520892
<SHARES-COMMON-STOCK> 15075
<SHARES-COMMON-PRIOR> 27
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 39
<ACCUMULATED-NET-GAINS> 29154
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 130629
<NET-ASSETS> 680636
<DIVIDEND-INCOME> 4600
<INTEREST-INCOME> 2310
<OTHER-INCOME> 0
<EXPENSES-NET> 10236
<NET-INVESTMENT-INCOME> 3326
<REALIZED-GAINS-CURRENT> 33364
<APPREC-INCREASE-CURRENT> 1599
<NET-CHANGE-FROM-OPS> 31637
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 17924
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8109
<NUMBER-OF-SHARES-REDEEMED> 3501
<SHARES-REINVESTED> 868
<NET-CHANGE-IN-ASSETS> 147438
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 48434
<OVERDISTRIB-NII-PRIOR> 11
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4410
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10236
<AVERAGE-NET-ASSETS> 631244
<PER-SHARE-NAV-BEGIN> 20.020
<PER-SHARE-NII> 0.199
<PER-SHARE-GAIN-APPREC> 1.599
<PER-SHARE-DIVIDEND> 1.850
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 19.570
<EXPENSE-RATIO> 2.07
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 1
<NAME> COLONIAL SELECT VALUE FUND, CLASS C
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 559211
<INVESTMENTS-AT-VALUE> 689840
<RECEIVABLES> 2203
<ASSETS-OTHER> 9
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 692052
<PAYABLE-FOR-SECURITIES> 10399
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1017
<TOTAL-LIABILITIES> 11416
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 520892
<SHARES-COMMON-STOCK> 626
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 39
<ACCUMULATED-NET-GAINS> 29154
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 130629
<NET-ASSETS> 680636
<DIVIDEND-INCOME> 4600
<INTEREST-INCOME> 2310
<OTHER-INCOME> 0
<EXPENSES-NET> 10236
<NET-INVESTMENT-INCOME> 3326
<REALIZED-GAINS-CURRENT> 33364
<APPREC-INCREASE-CURRENT> 1599
<NET-CHANGE-FROM-OPS> 31637
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 65
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 677
<NUMBER-OF-SHARES-REDEEMED> 81
<SHARES-REINVESTED> 3
<NET-CHANGE-IN-ASSETS> 147438
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 48434
<OVERDISTRIB-NII-PRIOR> 11
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4410
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10236
<AVERAGE-NET-ASSETS> 631244
<PER-SHARE-NAV-BEGIN> 20.410
<PER-SHARE-NII> 0.201
<PER-SHARE-GAIN-APPREC> 1.641
<PER-SHARE-DIVIDEND> 1.850
<PER-SHARE-DISTRIBUTIONS> 1.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 20.000
<EXPENSE-RATIO> 2.07
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 5
<NAME> THE COLONIAL FUND, CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 1279568
<INVESTMENTS-AT-VALUE> 1652058
<RECEIVABLES> 55092
<ASSETS-OTHER> 30
<OTHER-ITEMS-ASSETS> 337
<TOTAL-ASSETS> 1707517
<PAYABLE-FOR-SECURITIES> 87614
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2052
<TOTAL-LIABILITIES> 89666
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1170122
<SHARES-COMMON-STOCK> 90239
<SHARES-COMMON-PRIOR> 81910
<ACCUMULATED-NII-CURRENT> 369
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 74839
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 372521
<NET-ASSETS> 1617851
<DIVIDEND-INCOME> 17773
<INTEREST-INCOME> 36087
<OTHER-INCOME> 0
<EXPENSES-NET> 22727
<NET-INVESTMENT-INCOME> 31133
<REALIZED-GAINS-CURRENT> 75037
<APPREC-INCREASE-CURRENT> 23397
<NET-CHANGE-FROM-OPS> 129567
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 22321
<DISTRIBUTIONS-OF-GAINS> 118280
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8982
<NUMBER-OF-SHARES-REDEEMED> 13405
<SHARES-REINVESTED> 12752
<NET-CHANGE-IN-ASSETS> 109522
<ACCUMULATED-NII-PRIOR> 3371
<ACCUMULATED-GAINS-PRIOR> 195319
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8555
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 22727
<AVERAGE-NET-ASSETS> 1612184
<PER-SHARE-NAV-BEGIN> 11.16
<PER-SHARE-NII> .235
<PER-SHARE-GAIN-APPREC> .685
<PER-SHARE-DIVIDEND> .250
<PER-SHARE-DISTRIBUTIONS> 1.45
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.380
<EXPENSE-RATIO> 1.12
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 5
<NAME> THE COLONIAL FUND, CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 1279568
<INVESTMENTS-AT-VALUE> 1652058
<RECEIVABLES> 55092
<ASSETS-OTHER> 30
<OTHER-ITEMS-ASSETS> 337
<TOTAL-ASSETS> 1707517
<PAYABLE-FOR-SECURITIES> 87614
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2052
<TOTAL-LIABILITIES> 89666
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1170122
<SHARES-COMMON-STOCK> 63089
<SHARES-COMMON-PRIOR> 51856
<ACCUMULATED-NII-CURRENT> 369
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 74839
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 372521
<NET-ASSETS> 1617851
<DIVIDEND-INCOME> 17773
<INTEREST-INCOME> 36087
<OTHER-INCOME> 0
<EXPENSES-NET> 22727
<NET-INVESTMENT-INCOME> 31133
<REALIZED-GAINS-CURRENT> 75037
<APPREC-INCREASE-CURRENT> 23397
<NET-CHANGE-FROM-OPS> 129567
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 98951
<DISTRIBUTIONS-OF-GAINS> 75040
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12597
<NUMBER-OF-SHARES-REDEEMED> 94185
<SHARES-REINVESTED> 8054
<NET-CHANGE-IN-ASSETS> 109522
<ACCUMULATED-NII-PRIOR> 3371
<ACCUMULATED-GAINS-PRIOR> 195319
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8555
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 22727
<AVERAGE-NET-ASSETS> 1612184
<PER-SHARE-NAV-BEGIN> 11.140
<PER-SHARE-NII> 0.156
<PER-SHARE-GAIN-APPREC> 0.682
<PER-SHARE-DIVIDEND> 0.168
<PER-SHARE-DISTRIBUTIONS> 1.450
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.360
<EXPENSE-RATIO> 1.87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 5
<NAME> THE COLONIAL FUND, CLASS C
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 1279568
<INVESTMENTS-AT-VALUE> 1652058
<RECEIVABLES> 55092
<ASSETS-OTHER> 30
<OTHER-ITEMS-ASSETS> 337
<TOTAL-ASSETS> 1707517
<PAYABLE-FOR-SECURITIES> 87614
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2052
<TOTAL-LIABILITIES> 89666
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1170122
<SHARES-COMMON-STOCK> 531
<SHARES-COMMON-PRIOR> 61
<ACCUMULATED-NII-CURRENT> 369
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 74839
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 372521
<NET-ASSETS> 1617851
<DIVIDEND-INCOME> 17773
<INTEREST-INCOME> 36087
<OTHER-INCOME> 0
<EXPENSES-NET> 22727
<NET-INVESTMENT-INCOME> 31133
<REALIZED-GAINS-CURRENT> 75037
<APPREC-INCREASE-CURRENT> 23397
<NET-CHANGE-FROM-OPS> 129567
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 55
<DISTRIBUTIONS-OF-GAINS> 96
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 546
<NUMBER-OF-SHARES-REDEEMED> 90
<SHARES-REINVESTED> 14
<NET-CHANGE-IN-ASSETS> 109522
<ACCUMULATED-NII-PRIOR> 3371
<ACCUMULATED-GAINS-PRIOR> 195319
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8555
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 22727
<AVERAGE-NET-ASSETS> 1612184
<PER-SHARE-NAV-BEGIN> 11.150
<PER-SHARE-NII> 0.157
<PER-SHARE-GAIN-APPREC> 0.676
<PER-SHARE-DIVIDEND> 0.183
<PER-SHARE-DISTRIBUTIONS> 1.450
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.350
<EXPENSE-RATIO> 1.87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000021847
<NAME> COLONIAL TRUST III
<SERIES>
<NUMBER> 5
<NAME> THE COLONIAL FUND, CLASS Z
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 1279568
<INVESTMENTS-AT-VALUE> 1652058
<RECEIVABLES> 55092
<ASSETS-OTHER> 30
<OTHER-ITEMS-ASSETS> 337
<TOTAL-ASSETS> 1707517
<PAYABLE-FOR-SECURITIES> 87614
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2052
<TOTAL-LIABILITIES> 89666
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1170122
<SHARES-COMMON-STOCK> 2140
<SHARES-COMMON-PRIOR> 1447
<ACCUMULATED-NII-CURRENT> 369
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 74839
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 372521
<NET-ASSETS> 1617851
<DIVIDEND-INCOME> 17773
<INTEREST-INCOME> 36087
<OTHER-INCOME> 0
<EXPENSES-NET> 22727
<NET-INVESTMENT-INCOME> 31133
<REALIZED-GAINS-CURRENT> 75037
<APPREC-INCREASE-CURRENT> 23397
<NET-CHANGE-FROM-OPS> 129567
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 497
<DISTRIBUTIONS-OF-GAINS> 2159
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 489
<NUMBER-OF-SHARES-REDEEMED> 61
<SHARES-REINVESTED> 265
<NET-CHANGE-IN-ASSETS> 109522
<ACCUMULATED-NII-PRIOR> 3371
<ACCUMULATED-GAINS-PRIOR> 195319
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8555
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 22727
<AVERAGE-NET-ASSETS> 1612184
<PER-SHARE-NAV-BEGIN> 11.170
<PER-SHARE-NII> 0.261
<PER-SHARE-GAIN-APPREC> 0.685
<PER-SHARE-DIVIDEND> 0.276
<PER-SHARE-DISTRIBUTIONS> 1.450
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.390
<EXPENSE-RATIO> 0.88
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
MANAGEMENT AGREEMENT
AGREEMENT dated as of February 26, 1999, between COLONIAL TRUST III, a
Massachusetts business trust (Trust), with respect to COLONIAL GLOBAL UTILITIES
FUND (Fund), and STEIN ROE & FARNHAM INCORPORATED, a Delaware corporation
(Adviser).
In consideration of the promises and covenants herein, the parties agree as
follows:
1. The Adviser will manage the investment of the assets of the Fund in
accordance with its prospectus and statement of additional information
and will perform the other services herein set forth, subject to the
supervision of the Board of Trustees of the Trust. The Adviser may
delegate to an affiliate the responsibility for placing orders to effect
the investment of the Fund's available cash pursuant to written
instructions of the Adviser.
2. In carrying out its investment management obligations, the Adviser
shall:
(a) evaluate such economic, statistical and financial information and
undertake such investment research as it shall believe advisable; (b)
purchase and sell securities and other investments for the Fund in
accordance with the procedures described in its prospectus and statement
of additional information; and (c) report results to the Board of
Trustees of the Trust.
3. The Adviser shall be free to render similar services to others so long
as its services hereunder are not impaired thereby.
4. The Fund shall pay the Adviser monthly a fee at the annual rate of 0.40%
of the average daily net assets of the Fund.
5. The Adviser may waive its compensation (and bear expenses of the Fund)
to the extent that expenses of the Fund exceed any expense limitation
the Adviser declares to be effective.
6. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, shall continue until two years from its
date of execution and from year to year thereafter so long as approved
annually in accordance with the 1940 Act; (b) may be terminated without
penalty on sixty days' written notice to the Adviser either by vote of
the Board of Trustees of the Trust or by vote of a majority of the
outstanding shares of the Fund; (c) shall automatically terminate in the
event of its assignment; and (d) may be terminated without penalty by
the Adviser on sixty days' written notice to the Trust.
7. This Agreement may be amended in accordance with the 1940 Act.
8. For the purpose of the Agreement, the terms "vote of a majority of the
outstanding shares", "affiliated person" and "assignment" shall have
their respective meanings defined in the 1940 Act and exemptions and
interpretations issued by the Securities and Exchange Commission under
the 1940 Act.
<PAGE>
9. The Adviser shall maintain, keep current and preserve on behalf of the
Fund, in the manner required by the 1940 Act, records identified by the
Trust from time to time. Adviser agrees to make such records available
upon request to the Trust and its auditors during regular business hours
at the Adviser's offices. Adviser further agrees that such records are
the property of the Trust and will be surrendered to the Trust promptly
upon request.
10. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Adviser, or reckless disregard of its obligations and
duties hereunder, the Adviser shall not be subject to any liability to
the Trust or the Fund, to any shareholder of the Trust or the Fund or to
any other person, firm or organization, for any act or omission in the
course of, or connected with, rendering services hereunder.
COLONIAL TRUST III on behalf of
COLONIAL GLOBAL UTILITIES FUND
By: Timothy J. Jacoby
Title: Treasurer and Chief
Financial Officer
STEIN ROE & FARNHAM INCORPORATED
By: Loren A. Hansen
Title: Executive Vice President
A copy of the document establishing the 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 Trust individually but only upon the assets of the Fund.
APPENDIX 1
THE FOLLOWING IS APPLICABLE TO THE DESIGNATED FUND'S 12b-1 PLAN:
1. For Colonial Money Market Fund and Colonial Municipal Money Market Fund,
the first sentence of Section 6A is replaced with: "The Fund shall pay
LFDI monthly a service fee at an annual rate of 0.25% of the net assets of
its Class B and C Shares on the 20th of each month and a distribution fee
at an annual rate of 0.75% of the average daily net assets of its Class B
and C Shares."
2. For Colonial California Tax-Exempt Fund, Colonial Connecticut Tax-Exempt
Fund, Colonial Florida Tax-Exempt Fund, Colonial Massachusetts Tax-Exempt
Fund, Colonial Michigan Tax-Exempt Fund, Colonial Minnesota
Tax-Exempt Fund, Colonial New York Tax-Exempt Fund, Colonial North
Carolina Tax-Exempt Fund and Colonial Ohio Tax-Exempt Fund the first
sentence of Section 6A is replaced with: "The Fund shall pay LFDI monthly
(i) a service fee at the annual rate of (A) 0.10% of the net assets
attributable to its Class A and Class B Shares outstanding as of the
20th day of each month which were issued prior to December 1, 1994, and
(B) 0.25% of the net assets attributable to its Class A, B and C Shares
outstanding as of the 20th day of each month which were issued on or after
December 1, 1994, and (ii) a distribution fee at an annual rate of
0.75% of the average daily net assets of its Class B and C Shares."
3. For The Colonial Fund and Colonial Select Value Fund, the first sentence
of Section 6A is replaced with: "The Fund shall pay LFDI monthly a service
fee at an annual rate of 0.15% of the net assets on the 20th of each month
of its Class A and B Shares outstanding which were issued prior to April
1, 1989, and 0.25% of the net assets on the 20th of each month of its
Class A, B and C Shares issued thereafter, and a distribution fee at an
annual rate of 0.75% of the average daily net assets of its Class B and C
Shares."
4. For Colonial Strategic Income Fund, the first sentence of Section 6A is
replaced with: "The Fund shall pay LFDI monthly a service fee at an annual
rate of 0.15% of the net assets on the 20th of each month of its Class A
and B Shares outstanding which were issued prior to January 1, 1993, and
0.25% of the net assets on the 20th of each month of its Class A, B and C
Shares issued thereafter, and a distribution fee at an annual rate of
0.75% of the average daily net assets of its Class B and C Shares."
5. For Colonial Short Duration U.S. Government Fund and Colonial Intermediate
Tax-Exempt Fund, the first sentence of Section 6A is replaced with: "The
Fund shall pay LFDI monthly a service fee at an annual rate of 0.20% of
the net assets on the 20th of each month of its Class A, B and C Shares
and a distribution fee at an annual rate of 0.65% of the average daily net
assets of its Class B and C Shares."
6. For Colonial Strategic Balanced Fund, the following sentence is added as
the second sentence of Section 6A: "The Fund shall also pay LFDI an annual
distribution fee not exceeding 0.10% of the average net assets attributed
to its Class A Shares."
7. Newport Tiger Fund does not offer a 12b-1 plan for Class T and Class Z
Shares.
8. Colonial Small Cap Value Fund, Colonial U.S. Growth & Income Fund, The
Colonial Fund, Colonial High Yield Securities Fund, Colonial Value Fund,
Colonial Select Value Fund, Stein Roe Advisor Tax-Managed Growth Fund,
Newport Tiger Cub Fund and Newport Japan Opportunities Fund do not offer a
12b-1 plan for Class Z Shares.
9. The Funds with Class E, Class F, Class G and Class H share 12b-1 Plans are
as follows: Stein Roe Advisor Tax-Managed Growth Fund.
10. The Funds with Class J share 12b-1 Plans are as follows: Colonial
Strategic Income Fund.
11. Crabbe Huson Small Cap Fund, Crabbe Huson Equity Fund, Crabbe Huson
Managed Income & Equity Fund and Crabbe Huson Contrarian Income Fund do
not offer a 12b-1 plan for Class I Shares.
Dated: February 26, 1999
By: Nancy L. Conlin, Secretary For Each Trust
By: James Tambone, Chief Executive Officer
Liberty Funds Distributor, Inc.
APPENDIX 2
Trust Series
Colonial Trust I
Colonial High Yield Securities Fund
Colonial Income Fund
Colonial Strategic Income Fund
Stein Roe Advisor Tax-Managed Growth Fund
Colonial Trust II
Colonial Money Market Fund
Colonial Intermediate U.S. Government Fund
Colonial Short Duration U.S. Government Fund
Newport Tiger Cub Fund
Newport Japan Opportunities Fund
Newport Greater China Fund
Colonial Trust III
Colonial Select Value Fund
The Colonial Fund
Colonial Federal Securities Fund
Colonial Global Equity Fund
Colonial International Horizons Fund
Colonial Strategic Balanced Fund
Colonial Global Utilities Fund
Crabbe Huson Small Cap Fund
The Crabbe Huson Special Fund
Crabbe Huson Equity Fund
Crabbe Huson Real Estate Investment Fund
Crabbe Huson Managed Income & Equity Fund
Crabbe Huson Oregon Tax-Free Fund
Crabbe Huson Contrarian Income Fund
Crabbe Huson Contrarian Fund
Colonial Trust IV
Colonial High Yield Municipal Fund
Colonial Intermediate Tax-Exempt Fund
Colonial Tax-Exempt Fund
Colonial Tax-Exempt Insured Fund
Colonial Municipal Money Market Fund
Colonial Utilities Fund
<PAGE>
Colonial Trust V
Colonial Massachusetts Tax-Exempt Fund
Colonial Connecticut Tax-Exempt Fund
Colonial California Tax-Exempt Fund
Colonial Michigan Tax-Exempt Fund
Colonial Minnesota Tax-Exempt Fund
Colonial New York Tax-Exempt Fund
Colonial North Carolina Tax-Exempt Fund
Colonial Ohio Tax-Exempt Fund
Colonial Florida Tax-Exempt Fund
Colonial Trust VI
Colonial U.S. Growth & Income Fund
Colonial Small Cap Value Fund
Colonial Aggressive Growth Fund
Colonial Value Fund
Newport Asia Pacific Fund
Colonial Trust VII
Newport Tiger Fund
By: Nancy L. Conlin, Secretary For Each Trust
By: James Tambone, Chief Executive Officer
Liberty Funds Distributor, Inc.
Dated: February 26, 1999
AMENDMENT NO. 12 TO SCHEDULE A
Terms used in the Schedule and not defined herein shall have the
meaning specified in the AMENDED AND RESTATED SHAREHOLDERS' SERVICING AND
TRANSFER AGENT AGREEMENT dated July 1, 1991, and as amended from time to time
(the "Agreement"). Payments under the Agreement to CSC shall be made in the
first two weeks of the month following the month in which a service is rendered
or an expense incurred. This Amendment No. 12 to Schedule A shall be effective
as of February 26, 1999, and supersedes the original Schedule A and Amendment
Nos. 1, 2, 3, 4, 5, 6, 7,8, 9, 10 and 11 to Schedule A.
1. Each Fund that is a series of the Trust shall pay CSC for the
services to be provided by CSC under the Agreement an amount equal to the sum of
the following:
(a) The Fund's Share of CSC Compensation
PLUS
(b) The Fund's Allocated Share of CSC Reimbursable Out-
of-Pocket Expenses.
In addition, CSC shall be entitled to retain as additional compensation for its
services all CSC revenues for Distributor Fees, fees for wire, telephone,
redemption and exchange orders, IRA trustee agent fees and account transcripts
due CSC from shareholders of any Fund and interest (net of bank charges) earned
with respect to balances in the accounts referred to in paragraph 2 of the
Agreement.
2. All determinations hereunder shall be in accordance with
generally accepted accounting principles and subject to audit by the Fund's
independent accountants.
3. Definitions
"Allocated Share" for any month means that percentage of CSC
Reimbursable Out-of-Pocket Expenses which would be allocated
to the Fund for such month in accordance with the methodology
described in Exhibit 1 hereto.
"CSC Reimbursable Out-of-Pocket Expenses" means (i)
out-of-pocket expenses incurred on behalf of the Fund by CSC
for stationery, forms, postage and similar items, (ii)
networking account fees paid to dealer firms by CSC on
shareholder accounts established or maintained pursuant to the
National Securities Clearing Corporation's networking system,
which fees are approved by the Trustees from time to time and
(iii) fees paid by CSC or its affiliates to third-party dealer
firms or transfer agents that maintain omnibus accounts with a
Fund in respect of expenses similar to those referred to in
clause (i) above, to the extent the Trustees have approved the
reimbursement by the Fund of such fees.
"Distributor Fees" means the amount due CSC pursuant to any
agreement with the Fund's principal underwriter for
processing, accounting and reporting services in connection
with the sale of shares of the Fund.
"Fund" means each of the open-end investment companies advised
or administered by CMA that are series of the Trusts which are
parties to the Agreement.
"Fund's Share of CSC Compensation" for any month means 1/12 of
the following applicable percentage of the average daily
closing value of the total net assets of such Fund for such
month:
<TABLE>
<CAPTION>
Fund Percent
<S> <C>
Equity Funds: 0.236(1)
The Colonial Fund
Colonial Select Value Fund
Colonial U.S. Growth & Income Fund
Colonial Global Equity Fund
Colonial International Horizons Fund
Colonial Small Cap Value Fund
Colonial Aggressive Growth Fund
Colonial Value Fund
Colonial International Equity Fund
Stein Roe Advisor Tax-Managed Growth Fund
Crabbe Huson Small Cap Fund
Crabbe Huson Equity Fund
Crabbe Huson Real Estate Investment Fund
Crabbe Huson Managed Income & Equity Fund
Crabbe Huson Contrarian Fund
Newport Tiger Fund
Newport Tiger Cub Fund
Newport Japan Opportunities Fund
Newport Greater China Fund
Newport Asia Pacific Fund
Colonial Strategic Balanced Fund
Colonial Global Utilities Fund
Taxable Bond Funds: 0.17(2)
Colonial Intermediate U.S. Government Fund
Colonial Short Duration U.S. Government Fund
Colonial Federal Securities Fund
Colonial Income Fund
Crabbe Huson Contrarian Income Fund
Tax-Exempt Funds 0.13
Colonial Tax-Exempt Insured Fund
Colonial Tax-Exempt Fund
Colonial High Yield Municipal Fund
Colonial California Tax-Exempt Fund
Colonial Connecticut Tax-Exempt Fund
Colonial Florida Tax-Exempt Fund
Colonial Intermediate Tax-Exempt Fund
Colonial Massachusetts Tax-Exempt Fund
Colonial Michigan Tax-Exempt Fund
Colonial Minnesota Tax-Exempt Fund
Colonial New York Tax-Exempt Fund
Colonial North Carolina Tax-Exempt Fund
Colonial Ohio Tax-Exempt Fund
Crabbe Huson Oregon Tax-Free Fund
Money Market Funds: 0.20
Colonial Money Market Fund
Colonial Municipal Money Market Fund
</TABLE>
(1) 0.0025% with respect to the Class I shares of Crabbe Huson Small Cap
Fund, Crabbe Huson Equity Fund, and Crabbe Huson Managed Income &
Equity Fund.
(2) 0.0025% with respect to the Class I shares of Crabbe Huson Contrarian
Income Fund.
<PAGE>
<TABLE>
<CAPTION>
Fund Percent
<S> <C>
Others:
Colonial High Yield Securities Fund 0.25
Colonial Strategic Income Fund 0.20
Colonial Utilities Fund 0.20
</TABLE>
Agreed:
EACH TRUST ON BEHALF OF EACH FUND DESIGNATED
IN APPENDIX I FROM TIME TO TIME
By: Nancy L. Conlin, Secretary
LIBERTY FUNDS SERVICES, INC.
By: Mary D. McKenzie, President
COLONIAL MANAGEMENT ASSOCIATES, INC.
By: Nancy L. Conlin, Senior Vice President
<PAGE>
EXHIBIT 1
METHODOLOGY OF ALLOCATING CSC
REIMBURSABLE OUT-OF-POCKET EXPENSES
1.CSC Reimbursable Out-of-Pocket Expenses are allocated to the Funds as follows:
A. Identifiable Based on actual services performed
and invoiced to a Fund.
B. Unidentifiable Allocation will be based on three
evenly weighted factors.
- number of shareholder
accounts
- number of transactions
- average assets
- --------
AMENDMENT NO. 18 TO APPENDIX I
<TABLE>
<CAPTION>
Funds Custodian
<S> <C> <C>
Colonial Trust I Colonial High Yield Securities Fund Chase Manhattan Bank
Colonial Income Fund Chase Manhattan Bank
Colonial Strategic Income Fund Chase Manhattan Bank
Stein Roe Advisor Tax-Managed Growth Fund Chase Manhattan Bank
Colonial Trust II Colonial Money Market Fund Chase Manhattan Bank
Colonial Intermediate U.S. Government Fund Chase Manhattan Bank
Colonial Short Duration U.S. Government Fund Chase Manhattan Bank
Colonial Newport Tiger Cub Fund Chase Manhattan Bank
Newport Japan Opportunities Fund Chase Manhattan Bank
Newport Greater China Fund Chase Manhattan Bank
[SoGen] Gold Fund Chase Manhattan Bank
[SoGen] Global Fund Chase Manhattan Bank
[SoGen] Overseas Fund Chase Manhattan Bank
[SoGen] European Fund Chase Manhattan Bank
Colonial Trust III Colonial Select Value Fund Chase Manhattan Bank
The Colonial Fund Chase Manhattan Bank
Colonial Federal Securities Fund Chase Manhattan Bank
Colonial Global Equity Fund Chase Manhattan Bank
Colonial International Horizons Fund Chase Manhattan Bank
Colonial Strategic Balanced Fund Chase Manhattan Bank
Crabbe Huson Small Cap Fund State Street Bank
Crabbe Huson Equity Fund State Street Bank
Crabbe Huson Managed Income & Equity Fund State Street Bank
Crabbe Huson Oregon Tax-Free Fund State Street Bank
Crabbe Huson Real Estate Investment Fund State Street Bank
Crabbe Huson Contrarian Income Fund State Street Bank
The Crabbe Huson Special Fund State Street Bank
Crabbe Huson Contrarian Fund State Street Bank
Colonial Global Utilities Fund Chase Manhattan Bank
Colonial Trust IV Colonial Tax-Exempt Fund Chase Manhattan Bank
Colonial Tax-Exempt Insured Fund Chase Manhattan Bank
Colonial Municipal Money Market Fund Chase Manhattan Bank
Colonial High Yield Municipal Fund Chase Manhattan Bank
Colonial Utilities Fund Chase Manhattan Bank
Colonial Intermediate Tax-Exempt Fund Chase Manhattan Bank
Colonial Trust V Colonial Massachusetts Tax-Exempt Fund Chase Manhattan Bank
Colonial Minnesota Tax-Exempt Fund Chase Manhattan Bank
Colonial Michigan Tax-Exempt Fund Chase Manhattan Bank
Colonial New York Tax-Exempt Fund Chase Manhattan Bank
Colonial Ohio Tax-Exempt Fund Chase Manhattan Bank
Colonial California Tax-Exempt Fund Chase Manhattan Bank
Colonial Connecticut Tax-Exempt Fund Chase Manhattan Bank
Colonial Florida Tax-Exempt Fund Chase Manhattan Bank
Colonial North Carolina Tax-Exempt Fund Chase Manhattan Bank
Colonial Trust VI Colonial U.S. Growth and Income Fund Chase Manhattan Bank
Colonial Small Cap Value Fund Chase Manhattan Bank
Colonial Aggressive Growth Fund Chase Manhattan Bank
Colonial Value Fund Chase Manhattan Bank
Colonial International Equity Fund Chase Manhattan Bank
Newport Asia Pacific Fund Chase Manhattan Bank
Colonial Trust VII Colonial Newport Tiger Fund Chase Manhattan Bank
</TABLE>
Effective Date: February 26, 1999
By: J. Kevin Connaughton, Controller for Each Fund
COLONIAL MANAGEMENT ASSOCIATES, INC.
By: Nancy L. Conlin, Senior Vice President
LIBERTY FUNDS SERVICES, INC.
By: Mary D. McKenzie, President
Page 2 of 2
<TABLE>
<CAPTION>
APPENDIX I
Trust Series Effective Date
<S> <C> <C>
Colonial Trust I Colonial High Yield Securities Fund 11/1/91
Colonial Income Fund 5/1/92
Colonial Strategic Income Fund 5/1/92
Stein Roe Advisor Tax-Managed Growth Fund 12/30/96
Colonial Trust II Colonial Intermediate U.S. Government Fund 2/14/92
Colonial Short Duration U.S. Government Fund 10/1/92
Newport Tiger Cub Fund 6/3/96
Newport Japan Opportunities Fund 6/3/96
Newport Greater China Fund 5/12/97
Colonial Trust III Colonial Select Value Fund 11/1/91
The Colonial Fund 2/14/92
Colonial Federal Securities Fund 2/14/92
Colonial Global Equity Fund 2/14/92
Colonial International Horizons Fund 2/14/92
Colonial Strategic Balanced Fund 9/1/94
Crabbe Huson Small Cap Fund 10/19/98
Crabbe Huson Equity Fund 10/19/98
Crabbe Huson Real Estate Investment Fund 10/19/98
Crabbe Huson Managed Income & Equity Fund 10/19/98
Crabbe Huson Oregon Tax-Free Fund 10/19/98
Crabbe Huson Contrarian Income Fund 10/19/98
Crabbe Huson Contrarian Fund 12/1/98
The Crabbe Huson Special Fund 12/22/98
Colonial Global Utilities Fund 2/26/99
Colonial Trust IV Colonial High Yield Municipal Fund 6/5/92
Colonial Intermediate Tax-Exempt Fund 12/18/92
Colonial Tax-Exempt Fund 11/1/91
Colonial Tax-Exempt Insured Fund 11/1/91
Colonial Utilities Fund 2/14/92
Colonial Trust V Colonial Massachusetts Tax-Exempt Fund 11/1/91
Colonial Connecticut Tax-Exempt Fund 11/1/91
Colonial California Tax-Exempt Fund 8/3/92
Colonial Michigan Tax-Exempt Fund 8/3/92
Colonial Minnesota Tax-Exempt Fund 8/3/92
Colonial New York Tax-Exempt Fund 8/3/92
Colonial North Carolina Tax-Exempt Fund 8/6/93
Colonial Ohio Tax-Exempt Fund 8/3/92
Colonial Florida Tax-Exempt Fund 1/13/93
<PAGE>
Colonial Trust VI Colonial U.S. Growth & Income Fund 7/1/92
Colonial Small Cap Value Fund 11/2/92
Colonial Aggressive Growth Fund 3/31/96
Colonial Value Fund 3/31/96
Colonial International Equity Fund 3/31/96
Newport Asia Pacific Fund 8/25/98
Colonial Trust VII Newport Tiger Fund 5/1/95
</TABLE>
By: J. Kevin Connaughton, Controller
By: Nancy L. Conlin, Senior Vice President
Colonial Management Associates, Inc.
Dated: February 26, 1999
ADMINISTRATION AGREEMENT
AGREEMENT dated as of February 26, 1999, between COLONIAL TRUST III, a
Massachusetts business trust (the "Trust"), with respect to Colonial Global
Utilities Fund (the "Fund"), and COLONIAL MANAGEMENT ASSOCIATES, INC., a
Massachusetts corporation (the "Administrator").
In consideration of the promises and covenants herein, the parties agree as
follows:
1. Subject to the general direction and control of the Board of Trustees of
the Trust, the Administrator shall perform such administrative services
as may from time to time be reasonably requested by the Trust, which
shall include without limitation: (a) providing office space, equipment
and clerical personnel necessary for maintaining the organization of
the Fund and for performing the administrative functions herein set
forth; (b) arranging, if desired by the Trust, for Directors, officers
and employees of the Administrator to serve as Trustees, officers or agents
of the Fund if duly elected or appointed to such positions and subject
to their individual consent and to any limitations imposed by law; (c)
preparing and, if applicable, filing all documents required for
compliance by the Fund with applicable laws and regulations,
including registration statements, registration fee filings, semi-annual
and annual reports to shareholders, proxy statements and tax returns;
(d) preparation of agendas and supporting documents for and minutes of
meetings of Trustees, committees of Trustees and shareholders; (e)
coordinating and overseeing the activities of the Fund's other third-party
service providers; and (f) maintaining books and records of the Fund
(exclusive of records required by Section 31(a) of the 1940 Act).
Notwithstanding the foregoing, the Administrator shall not be deemed to
have assumed or have any responsibility with respect to functions
specifically assumed by any transfer agent or custodian of the Fund.
2. The Administrator shall be free to render similar services to others so
long as its services hereunder are not impaired thereby.
3. The Fund shall pay the Administrator monthly a fee at the annual rate
of 0.25% of the average daily net assets of the Fund.
4. This Agreement shall become effective as of the date of its execution, and
may be terminated without penalty by the Board of Trustees of the Trust or
by the Administrator, in each case on sixty days' written notice to the
other party.
5. This Agreement may be amended only by a writing signed by both parties.
<PAGE>
6. In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Administrator, or reckless disregard of its obligations and
duties hereunder, the Administrator shall not be subject to any liability
to the Trust or Fund, to any shareholder of the Trust or the Fund or to any
other person, firm or organization, for any act or omission in the course
of, or connected with, rendering services hereunder.
COLONIAL TRUST III
on behalf of Colonial Global Utilities Fund
By: Timothy J. Jacoby
Title: Treasurer and Chief Financial Officer
COLONIAL MANAGEMENT ASSOCIATES, INC.
By: Nancy L. Conlin
Title: Senior Vice President
A copy of the document establishing the 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 Trust individually but only upon the assets of the Fund.
Consent of Independent Auditors
The Board of Trustees of Colonial Trust III and
Shareholders of Crabbe Huson Funds:
We consent to the use of our report dated December 4, 1998 for the Crabbe Huson
Funds incorporated by reference herein and to the references to our firm under
the captions "Financial Highlights" in the prospectuses and "Independent
Auditors" in the Statement of Additional Information.
KPMG Peat Marwick LLP
Boston, Massachusetts
February 22, 1999
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Statements of
Additional Information constituting part of this Post-Effective Amendment No.109
to the registration statement on Form N-1A (the "Registration Statement") of
our reports dated December 11, 1998, relating to the financial statements and
financial highlights appearing in the October 31, 1998 Annual Reports to
Shareholders of Colonial Global Equity Fund, Colonial International Horizons
Fund, Colonial Select Value Fund, Colonial Strategic Balanced Fund, Colonial
Global Utilities Fund and The Colonial Fund, each a series of Colonial Trust
III, which are also incorporated by reference into the Registration Statement.
We also consent to the references to us under the headings "Financial
Highlights" in the Prospectuses and "Independent Accountants" in the Statements
of Additional Information.
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 26, 1999
