LIBERTY FUNDS TRUST III
497, 2000-08-03
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                                The Colonial Fund
                             Class A, B and C Shares

                  Supplement to Prospectus dated March 1, 2000
                   (Replacing Supplements dated May 17, 2000,
                        June 23, 2000 and August 1, 2000)


Effective July 14, 2000, the Fund's name was changed to "The Liberty Fund."

The caption  Performance  History is revised to include  Salomon  Brothers Broad
Investment Grade Index (Salomon Index).  The Salomon Index is an unmanaged index
that tracks the performance of corporate,  mortgage,  agency and treasury bonds.
The average annual total return of the Salomon Index is (0.83%), 7.73% and 7.74%
for  the  one-year,   5-year  and  10-year  periods  ended  December  31,  1999,
respectively.

Effective July 14, 2000, John E. Lennon no longer co-managed the Fund. Effective
August 1, 2000 Peter Wiley no longer co-managed the Fund and Harvey  Hirschhorn,
Scott  Schermerhorn  and Richard C.  Petrino  began  co-managing  the Fund.  The
current co-managers of the Fund are Messrs. Hirschhorn, Schermerhorn and Petrino
and Leslie W. Finnemore and Ann T. Peterson.

The  sub-caption,  Portfolio  Managers,  under the section  Managing the Fund is
changed by  deleting  the second and third  paragraph  and adding the  following
paragraphs:

Harvey B. Hirschhorn, a senior vice president of Colonial Management Associates,
Inc. (Colonial),  has co-managed the Fund since August, 2000. Mr. Hirschhorn has
been affiliated with and has managed various other funds for Stein Roe & Farnham
Incorporated, an affiliate of Colonial, since 1973.

Scott  Schermerhorn,  a senior vice president of Colonial,  has managed the Fund
since August, 2000. Mr. Schermerhorn has managed various other funds at Colonial
since October, 1998. Prior to joining Colonial, Mr. Schermerhorn was the head of
the value team at Federated  Investors from May, 1996 to October,  1998 where he
managed the American Leader Fund,  Federated Stock Trust and Federated Stock and
Bond  Fund  as  well  as  other  institutional  accounts.  Prior  to  1996,  Mr.
Schermerhorn was a member of the growth and income team at J&W Seligman.

Richard C. Petrino,  an assistant  vice  president of Colonial,  has managed the
Fund since August,  2000.  Mr. Petrino has been a research  associate,  research
analyst and an associate manager for other Colonial funds since 1994.

The footnote to the table "Class A Sales  Charges"  under the  subcaption  SALES
CHARGES under the section YOUR ACCOUNT is revised as follows:

Class A shares bought without an initial sales charge in accounts aggregating $1
million to $25 million at the time of  purchase  are subject to a 1% CDSC if the
shares are sold  within 18 months of the time of  purchase.  Subsequent  Class A
purchases  that bring your account  value above $1 million are subject to a CDSC
if redeemed within 18 months of the date of purchase. The 18 month period begins
on the first day of the month following each purchase.  The contingent  deferred
sales charge does not apply to retirement  plans  purchased  through a fee-based
program.

The following  replaces the table called  "Purchases  Over $1 Million" under the
subcaption SALES CHARGES under the section YOUR ACCOUNT:

Amount purchased             Commission %
First $3 million                            1.00
$3 million to less than $5 million          0.80
$5 million to less than $25 million         0.50
$25 million or more                         0.25*

* Paid over 12 months but only to the extent the shares remain outstanding.

For Class A share purchases by participants  in certain group  retirement  plans
offered through a fee-based program,  financial advisors receive a 1% commission
from the distributor on all purchases of less than $3 million.

                                                                  August 2, 2000



<PAGE>


                                The Colonial Fund
                                 Class Z Shares

                  Supplement to Prospectus dated March 1, 2000
                   (Replacing Supplement dated June 23, 2000)

Effective July 14, 2000, the Fund's name was changed to "The Liberty Fund."

Effective July 14, 2000, John E. Lennon no longer co-managed the Fund. Effective
August 1, 2000 Peter Wiley no longer co-managed the Fund and Harvey  Hirschhorn,
Scott  Schermerhorn  and Richard C.  Petrino  began  co-managing  the Fund.  The
current co-managers of the Fund are Messrs. Hirschhorn, Schermerhorn and Petrino
and Leslie W. Finnemore and Ann T. Peterson.

The  sub-caption,  Portfolio  Managers,  under the section  Managing the Fund is
changed by  deleting  the second and third  paragraph  and adding the  following
paragraphs:

Harvey B. Hirschhorn, a senior vice president of Colonial Management Associates,
Inc. (Colonial),  has co-managed the Fund since August, 2000. Mr. Hirschhorn has
been affiliated with and has managed various other funds for Stein Roe & Farnham
Incorporated, an affiliate of Colonial, since 1973.

Scott  Schermerhorn,  a senior vice president of Colonial,  has managed the Fund
since August, 2000. Mr. Schermerhorn has managed various other funds at Colonial
since October, 1998. Prior to joining Colonial, Mr. Schermerhorn was the head of
the value team at Federated  Investors from May, 1996 to October,  1998 where he
managed the American Leader Fund,  Federated Stock Trust and Federated Stock and
Bond  Fund  as  well  as  other  institutional  accounts.  Prior  to  1996,  Mr.
Schermerhorn was a member of the growth and income team at J&W Seligman.

Richard C. Petrino,  an assistant  vice  president of Colonial,  has managed the
Fund since August,  2000.  Mr. Petrino has been a research  associate,  research
analyst and an associate manager for other Colonial funds since 1994.


                                                                  August 2, 2000



                           Colonial Select Value Fund
                           Class A, B, C and Z Shares

                    Supplement to Prospectuses dated March 1,
                 2000 (Replacing Supplements dated June 23, 2000
                               and August 1, 2000)

Effective  July 14,  2000,  the Fund  changed its name to "Liberty  Select Value
Fund."

Effective August 1, 2000, James P. Haynie and Michael Rega no longer  co-managed
the Fund and Daniel Cantor and Jeffrey Kinzel began co-managing the Fund.

The  sub-caption,  Portfolio  Managers,  under the section  Managing the Fund is
changed in its entirety as follows:

Daniel K. Cantor,  a senior vice  president of Colonial  Management  Associates,
Inc.  (Colonial),  has been co-manager of the Fund since August, 2000. He joined
Stein Roe & Farnham Incorporated, an affiliate of Colonial, in 1985 as an equity
analyst and served as an advisor to Stein Roe Private  Capital  Management  from
1992 to 1995.


Jeffrey  Kinzel,  a senior vice  president of Colonial,  has co-managed the Fund
since August,  2000. He joined Stein Roe, an affiliate of Colonial,  in 1991 and
has served as a senior equity analyst and core portfolio team member in addition
to his portfolio management responsibilities.

The footnote to the table "Class A Sales  Charges"  under the  subcaption  SALES
CHARGES under the section YOUR ACCOUNT is revised as follows:

Class A shares bought without an initial sales charge in accounts aggregating $1
million to $25 million at the time of  purchase  are subject to a 1% CDSC if the
shares are sold  within 18 months of the time of  purchase.  Subsequent  Class A
purchases  that bring your account  value above $1 million are subject to a CDSC
if redeemed within 18 months of the date of purchase. The 18 month period begins
on the first day of the month following each purchase.  The contingent  deferred
sales charge does not apply to retirement  plans  purchased  through a fee-based
program.


<PAGE>



The following  replaces the table called  "Purchases  Over $1 Million" under the
subcaption SALES CHARGES under the section YOUR ACCOUNT:

Amount purchased             Commission %
First $3 million                            1.00
$3 million to less than $5 million          0.80
$5 million to less than $25 million         0.50
$25 million or more                         0.25*

* Paid over 12 months but only to the extent the shares remain outstanding.

For Class A share purchases by participants  in certain group  retirement  plans
offered through a fee-based program,  financial advisors receive a 1% commission
from the distributor on all purchases of less than $3 million.

                                                                  August 2, 2000






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