As filed with the Securities and Exchange Commission on November 27, 2000
Registration No. 33-47800
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM N-14
- -
|_|Pre-Effective Amendment No.__ |X| Post-Effective Amendment No._1_
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
LIBERTY FUNDS TRUST III*
(Exact Name of Registrant as Specified in Charter)
617-426-3750
(Area Code and Telephone Number)
ONE FINANCIAL CENTER, BOSTON, MASSACHUSETTS 02111
(Address of Principal Executive Offices)
-------------------------
WILLIAM J. BALLOU
Liberty Funds Group LLC
One Financial Center
Boston, Massachusetts 02111
(Name and Address of Agents for Service)
-------------------------
Approximate Date of Proposed Public Offering: As soon as practicable after this
Registration Statement becomes effective.
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It is proposed that this filing will become effective on December 27, 2000
pursuant to Rule 488.
-------------------------
No filing fee is required because an indefinite number of shares have previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended. Pursuant to Rule 429 under the Securities Act of 1933, this
Registration Statement relates to shares previously registered on the aforesaid
Registration Statement.
*On behalf of its Liberty Newport Global Utilities Fund series.
<PAGE>
This Post-Effective Amendment No. 1 to the Registration Statement on Form
N-14 (File No. 333-47800) of Liberty Funds Trust III, which was filed with the
Securities and Exchange Commission on October 11, 2000 (the "Registration
Statement"), hereby incorporates by reference Part A (Prospectus/Proxy
Statement) and Part B (Statement of Additional Information) of the Registration
Statement.
<PAGE>
Part C. OTHER INFORMATION
Item 15.
Indemnification Article VIII of the Registrant's Agreement and Declaration of
Trust, as amended, provides for indemnification of the Registrant's Trustees and
officers. The effect of the relevant section of Article VIII of the Registrant's
Agreement and Declaration of Trust, as amended, is to provide indemnification
for each of the Registrant's Trustees and officers against liabilities and
counsel fees reasonably incurred in connection with the defense of any legal
proceeding in which such Trustee or officer may be involved by reason of being
or having been a Trustee or officer, except with respect to any matter as to
which such Trustee or officer shall have been adjudicated not to have acted in
good faith in the reasonable belief that such Trustee's or officer's action was
in the best interest of the Registrant, and except that no Trustee or officer
shall be indemnified against any liability to the Registrant or its shareholders
to which such Trustee or officer shall otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Trustee's or officer's office.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to Trustees, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 16. Exhibits
(1)(a) Amendment No. 3 to the Agreement and Declaration of Trust (1)
(b) Amendment No. 4 to the Agreement and Declaration of Trust (2)
(c) Amendment No. 5 to the Agreement and Declaration of Trust (3)
(2) By-Laws, as amended (3)
(3) Not Applicable
(4) Form of Agreement and Plan of Reorganization between Liberty
Newport Global Equity Fund and Liberty Newport Global
Utilities Fund (5)
(5) Article III, Section 4, Article V, Section 1, Article VIII
Section 4 and Article IX Sections 1 and 7 of the Agreement
and Declaration of Trust, as amended, and Sections 2.1, 2.3
and 2.5 of the By-Laws, as amended, each define the rights
of shareholders
(6) Form of Management Agreement (Liberty Newport Global Utilities
Fund)(4)
(7)(a) Distribution Agreement (incorporated herein by reference to
Exhibit (e)(1) to Post-Effective Amendment No. 17 to the
Registration Statement of Liberty Funds Trust VI (formerly
Colonial Trust VI), Registration Nos. 33-45117 and 811-6529
filed with the Commission on May 24, 1999)
(b) Appendix I to the Distribution Agreement between the Registrant
and Liberty Funds Distributor, Inc. - filed as Exhibit (e)(2)
in Part C, Item 23 of Post-Effective Amendment No. 63 to the
Registration Statement on Form N-1A of Liberty Funds Trust I
(File Nos. 2-41251 & 811-2214), filed with the Commission on or
about July 19, 2000, and is hereby incorporated by reference
and made a part of this Registration Statement
(c) 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 Liberty Funds Trust VI (formerly Colonial Trust VI),
Registration Nos. 33-45117 and 811-6529 filed with the
Commission on November 10, 1998)
(d) Form of Asset Retention Agreement (incorporated herein by
reference to Exhibit 6(d) to Post-Effective Amendment No. 10
to the Registration Statement of Liberty Funds Trust VI
(formerly Colonial Trust VI), Registration Nos. 33-45117 and
811-6529, filed with the Commission on September 27, 1996)
(8) Discussion of trustee compensation is incorporated by reference
from the second paragraph under the sub-caption "Trustee
Compensation" in the Proxy/Prospectus filed herewith.
(9)(a) 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
Liberty Funds Trust VI (formerly Colonial Trust VI),
Registration Nos. 33-45117 and 811-6529, filed with the
Commission on or about October 24, 1997)
(b) Amendment No. 13 to Appendix A of Global Custody Agreement with
The Chase Manhattan Bank - filed as Exhibit (g)(2) in Part C,
Item 23 of Post-Effective Amendment No. 63 to the Registration
Statement on Form N-1A of Liberty Funds Trust I (File Nos.
2-41251 & 811-2214), filed with the Commission on or about July
19, 2000, and is hereby incorporated by reference and made a
part of this Registration Statement
(10)(a) Rule 12b-1 Distribution Plan - filed as Exhibit (m) in Part C,
Item 23 of Post-Effective Amendment No. 63 to the Registration
Statement on Form N-1A of Liberty Funds Trust I (File Nos.
2-41251 & 811-2214), filed with the Commission on or about July
19, 2000, and is hereby incorporated by reference and made a part
of this Registration Statement
(b) 12b-1 Plan Implementing Agreement between the Registrant and
Liberty Funds Distributor, Inc. - filed as Exhibit 6.(b) in Part
C, Item 24(b) of Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A of Liberty Funds Trust VI
(File Nos. 33-45117 and 811-6529), filed with the Commission on
or about May 24, 1999, and is hereby incorporated by reference
and made a part of this Registration Statement
(c) Appendix I to the 12b-1 Plan Implementing Agreement between
the Registrant and Liberty Funds Distributor, Inc. - filed as
Exhibit (e)(4) in Part C, Item 23 of Post-Effective Amendment No.
63 to the Registration Statement on Form N-1A of Liberty Funds
Trust I (File Nos. 2-41251 & 811-2214), filed with the Commission
on or about July 19, 2000, and is hereby incorporated by
reference and made a part of this Registration Statement
(d) Plan pursuant to Rule 18f-3(d) under the Investment Company Act
of 1940 - filed as Exhibit (o) in Part C, Item 23 of
Post-Effective Amendment No. 63 to the Registration Statement on
Form N-1A of Liberty Funds Trust I (File Nos. 2-41251 &
811-2214), filed with the Commission on or about July 19, 2000,
and is hereby incorporated by reference and made a part of this
Registration Statement
(11) Opinion and Consent of Counsel of Ropes & Gray with respect to
the Acquisition of Liberty Newport Global Equity Fund (5)
(12) Opinion and Consent of Counsel on Tax Matters and
Consequences to Shareholders of Ropes & Gray with respect to the
Acquisition of Liberty Newport Global Equity Fund (5)
(13) Not Applicable
(14) Consent of Independent Accountants (PWC)
(15) Not Applicable
(16)(a) Power of Attorney for: Tom Bleasdale, Lora S. Collins, James E.
Grinnell, Richard W. Lowry, Salvatore Macera, William E. Mayer,
James L. Moody, Jr., John J. Neuhauser, Thomas E. Stitzel and
Anne-Lee Verville - filed with Part C, Item 23 of Post-Effective
Amendment No. 62 to the Registration Statement on Form N-1A of
Liberty Funds Trust I (File Nos. 2-41251 and 811-2214), filed
with the Commission on or about May 17, 2000 and is hereby
incorporated by reference and made a part of this Registration
Statement
(b) Power of Attorney for Joseph R. Palombo - filed with Part C,
Item 23 of Post-Effective Amendment No. 27 to the Registration
Statement on Form N-1A of Liberty Funds Trust V (File Nos.
33-12109 and 811-5030), filed with the Commission on or about
August 31, 2000 and is hereby incorporated by reference and made
a part of this Registration Statement
(17)(a) Amended and Restated Shareholders' Servicing and Transfer Agent
Agreement as amended - filed as Exhibit 9(b) to Part C, Item
24(b) of Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A of Liberty Funds Trust VI (File Nos.
33-45117 and 811-6529), filed with the Commission on or about
September 27, 1996, and is hereby incorporated by reference and
made a part of this Registration Statement
(b) Amendment No. 18 to Schedule A of Amended and Restated
Shareholders' Servicing and Transfer Agent Agreement as amended
- filed as Exhibit (h)(2) in Part C, Item 23 of Post-Effective
Amendment No. 62 to the Registration Statement on Form N-1A of
Liberty Funds Trust I (File Nos. 2-41251 and 811-2214), filed
with the Commission on or about May 17, 2000, and is hereby
incorporated by reference and made a part of this Registration
Statement
(c) Amendment No. 23 to Appendix I of Amended and Restated
Shareholders' Servicing and Transfer Agent Agreement as amended
- filed as Exhibit (h)(3) in Part C, Item 23 of Post-Effective
Amendment No. 63 to the Registration Statement on Form N-1A of
Liberty Funds Trust I (File Nos. 2-41251 & 811-2214), filed with
the Commission on or about July 19, 2000, and is hereby
incorporated by reference and made a part of this Registration
Statement
(d) Pricing and Bookkeeping Agreement - filed as Exhibit 9(b) in
Part C, Item 24(b) of Post-Effective Amendment No. 10 to the
Registration Statement of Form N-1A of Liberty Funds Trust VI
(File Nos. 33-45117 and 811-6529) Filed with the Commission on or
about September 27, 1996, and is hereby incorporated by reference
and made a part of this Registration Statement
(e) Amendment to Appendix I of Pricing and Bookkeeping Agreement -
filed as Exhibit (h)(5) in Part C, Item 23 of Post-Effective
Amendment No. 63 to the Registration Statement on Form N-1A of
Liberty Funds Trust I (File Nos. 2-41251 & 811-2214), filed with
the Commission on or about July 19, 2000, and is hereby
incorporated by reference and made a part of this Registration
Statement
(f) Amended and Restated Credit Agreement with Bank of America -
filed as Exhibit (h)(8) in Part C, Item 23 of Post-Effective
Amendment No. 110 to the Registration Statement on Form N-1A of
Liberty Funds Trust III (File Nos. 2-15184 and 811-881), filed
with the Commission on or about August 12, 1999, and is hereby
incorporated by reference and made part of this Registration
Statement
(g) Amendment dated June 30, 2000 to the Amended and Restated Credit
Agreement with Bank of America filed as Exhibit (h)(8) in Part C,
Item 23 of Post-Effective Amendment No. 115 to the Registration
Statement on Form N-1A of Liberty Funds Trust III (File Nos.
2-15184 and 811-881), filed with the Commission on or about
October 4, 2000, and is hereby incorporated by reference and
made a part of this Registration Statement
(h) Code of Ethics of The Liberty Funds, Colonial Management
Associates, Inc., Stein Roe & Farnham Incorporated, Newport Fund
Management, Inc., Liberty Funds Distributor, Inc. - filed in
Part C, Item 23 of Post-Effective Amendment No. 27 to the
Registration Statement of Liberty Funds Trust V, (File Nos.
33-12109 and 811-5030), filed with the Commission on or about
August 31, 2000, and is hereby incorporated and made a part of
this Registration Statement
(i) Form of Proxy Card and Proxy Insert (Liberty Newport Global
Equity Fund) (5)
(j) The following documents, each filed via EDGAR and listed with
their filing accession number, are incorporated by reference
into the Proxy/Prospectus and the Statement of Additional
Information for the funds referenced below:
o The Prospectus of the Global Utilities Fund dated March 1, 2000 -
0000276716-00-000013
o As supplemented on June 5, 2000 - 0000021832-00-000099
o As supplemented on June 23, 2000 - 0000021832-00-000114
o As supplemented on August 1, 2000 - 0000883163-00-000069
o As supplemented on October 23, 2000 - 0000021832-00-000279
o The Prospectus of the Global Equity Fund dated March 1, 2000 -
0000276716-00-000013
o As supplemented on June 5, 2000 - 0000021832-00-000097
o As supplemented on June 23, 2000 - 0000021832-00-000114
o As supplemented on August 1, 2000 - 0000883163-00-000069
o As supplemented on October 23, 2000 - 0000021832-00-000279
o As supplemented on October 26, 2000 - 0000021832-00-000322
o The Statement of Additional Information of the Global Equity Fund dated
March 1, 2000 - 0000276716-00-000013
o As supplemented on June 5, 2000 - 0000021832-00-000097
o As supplemented on June 23, 2000 - 0000021832-00-000114
o As supplemented on August 21, 2000 - 0000021832-00-000188
o As supplemented on October 23, 2000 - 0000021832-00-000279
o The Statement of Additional Information of the Global Utilities Fund dated
March 1, 2000 - 0000276716-00-000013
o As supplemented on June 5, 2000 - 0000021832-00-000099
o As supplemented on June 23, 2000 - 0000021832-00-000114
o As supplemented on August 21, 2000 - 0000021832-00-000188
o As supplemented on October 23, 2000 - 0000021832-00-000279
o The Report of Independent Accountants and financial statements included in
the Annual Report to Shareholders of the Global Equity Fund dated October
31, 1999 - 0000950156-99-000770
o The financial statements included in the Global Equity Fund's Semi-Annual
Report to Shareholders dated April 30, 2000 - 0000950156-00-000339
o The Report of Independent Accountants and financial statements included in
the Annual Report to Shareholders of the Global Utilities Fund dated
October 31, 1999 - 0000950156-00-000022
o The financial statements included in the Global Utilities Fund's
Semi-Annual Report to Shareholders dated April 30, 2000 -
0000950156-00-000330
o The Statement of Additional Information of the Global Utilities Fund dated
November 17, 2000 relating to the Acquisition.
-----------------
(1) Incorporated by reference to Post-Effective Amendment No. 97 to Form N-1A
filed on or about February 13, 1997.
(2) Incorporated by reference to Post-Effective Amendment No. 104 to Form N-1A
filed on or about October 30, 1998.
(3) Incorporated by reference to Post-Effective Amendment No. 110 to Form N-1A
filed on or about August 12, 1999.
(4) Incorporated by reference to Post-Effective Amendment No. 109 to Form N-1A
filed on or about March 1, 1999.
(5) Incorporated by referenced to the Registrant's Registration Statement on
Form N-14 filed with the Securities and Exchange Commission on or about
October 11, 2000.
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this Registration Statement by any
person or party who is deemed to be an underwriter within the
meaning of Rule 145(c) of the Securities Act, the reoffering
prospectus will contain the information called for by the
applicable registration form for reofferings by persons who may be
deemed underwriters, in addition to the information called for by
the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an
amendment to this Registration Statement and will not be used until
the amendment is effective, and that, in determining any liability
under the 1933 Act, each post-effective amendment shall be deemed
to be a new registration statement for the securities offered
therein, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering of them.
<PAGE>
NOTICE
A copy of the Agreement and Declaration of Trust of Liberty Funds Trust III
(Trust), as amended, is on file with the Secretary of The Commonwealth of
Massachusetts and notice is hereby given that this Registration Statement has
been executed on behalf of the Trust by officers of the Trust as officers and by
its Trustees as trustees and not individually, and the obligations of or arising
out of this Registration Statement are not binding upon any of the Trustees,
officers or shareholders of the Trust individually but are binding only upon the
assets and property of Liberty Funds Trust III.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been
signed on behalf of the Registrant, in the City of Boston and Commonwealth of
Massachusetts, on the 27th day of November, 2000.
LIBERTY FUNDS TRUST III
By:/s/STEPHEN E. GIBSON
---------------------------------
Stephen E. Gibson
President
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/STEPHEN E. GIBSON President (chief November 27, 2000
----------------- executive officer)
Stephen E. Gibson
/s/JOSEPH R. PALOMBO Principal Financial and
----------------- Accounting Officer November 27, 2000
Joseph R. Palombo
<PAGE>
/s/TOM BLEASDALE* Trustee
-------------------
Tom Bleasdale
/s/LORA S. COLLINS* Trustee
-------------------
Lora S. Collins
/s/JAMES E. GRINNELL* Trustee
---------------------
James E. Grinnell
/s/RICHARD W. LOWRY* Trustee
--------------------
Richard W. Lowry
/s/SALVATORE MACERA* Trustee
--------------------
Salvatore Macera
*/s/ WILLIAM J. BALLOU
----------------------
William J. Ballou
/s/WILLIAM E. MAYER* Trustee Attorney-in-fact
-------------------- For each Trustee
William E. Mayer November 27, 2000
/s/JAMES L. MOODY, JR. * Trustee
------------------------
James L. Moody, Jr.
/s/JOHN J. NEUHAUSER* Trustee
---------------------
John J. Neuhauser
/s/JOSEPH R. PALOMBO* Trustee
---------------------
Joseph R. Palombo
/s/THOMAS E. STITZEL* Trustee
---------------------
Thomas E. Stitzel
/s/ANNE-LEE VERVILLE* Trustee
---------------------
Anne-Lee Verville
<PAGE>
EXHIBIT INDEX
Exhibit Item
(14) Consent of Independent Accountants (PWC)
