LIBERTY FUNDS TRUST III
497, 2000-12-29
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                                THE COLONIAL FUND

                             CLASS A, B ANC C SHARES
                   SUPPLEMENT TO PROSPECTUS DATED MARCH 1, 2000
             (REPLACING SUPPLEMENTS DATED MAY 17, 2000, JUNE 23, 2000, AUGUST 1,
                2000, AUGUST 2, 2000 AND AUGUST 21, 2000)



     The Fund's prospectus is amended as follows:

1.   Effective July 14, 2000, the Fund changed its name to "The Liberty Fund."

2.   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 1-year,  5-year and 10-year periods ended
     December 31, 1999, respectively.

3.   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.  Effective January 1, 2001, Leslie W. Finnemore and
     Ann T. Peterson no longer co-managed the Fund and Messrs. Kennedy and
     Richards and Ms. Ostrander began co-managing the fixed income assets of
     the Fund.


     Therefore, the sub-caption,  PORTFOLIO MANAGERS, under the section MANAGING
     THE FUND is replaced with the following:

     HARVEY B.  HIRSCHHORN,  a senior  vice  president  of  Colonial  Management
     Associates,  Inc. (Colonial), is the lead portfolio manager of the Fund and
     has managed the Fund since  August,  2000.  Mr.  Hirschhorn is an executive
     vice president and chief economist and investment strategist of Stein Roe &
     Farnham  Incorporated  (Stein Roe), an affiliate of Colonial,  and has been
     affiliated  with and has  managed  various  other funds for Stein Roe since
     1973.

     SCOTT SCHERMERHORN, a senior vice president of Colonial, has co-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 co-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.

     MICHAEL T. KENNEDY, a senior vice president of Colonial, has co-managed the
     Fund since  January,  2001. Mr. Kennedy is a senior vice president of Stein
     Roe and has been  affiliated  with and has managed  various other funds for
     Stein Roe since 1987.

     LAURA A. OSTRANDER, a senior vice president of Colonial, has co-managed the
     Fund since January,  2001 and has  co-managed  various other Colonial funds
     since  December,  1996.  Prior to joining  Colonial,  Ms.  Ostrander  was a
     portfolio manager with American Express Financial  Advisers from July, 1994
     to November, 1996.

     SCOTT B. RICHARDS, a senior vice president of Colonial,  has co-managed the
     Fund since January,  2001 and has been the lead manager of another Colonial
     fund since July, 1999. Prior to joining Colonial, Mr. Richards was employed
     with State Street  Research & Management  Company as a vice  president  and
     portfolio manager since 1994.


<PAGE>
[SIDE BAR]

UNDERSTANDING EXPENSES

SALES CHARGES are paid directly by shareholders to Liberty Funds Distributor
Inc., the Fund's distributor.

ANNUAL  FUND  OPERATING  EXPENSES  are  deducted  from the  Fund.  They  include
management  fees,  12b-1 fees and  administrative  costs  including  pricing and
custody services.

EXAMPLE  EXPENSES help 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 Assumes reinvestment of all dividends and distributions

o Assumes Class B shares convert to Class A shares after eight years

[END SIDE BAR]


4.       The Annual Fund Operating Expenses table and the Example Expenses table
         under the  section  YOUR  EXPENSES  are  revised in their  entirety  as
         follows:

  ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)

<TABLE>
<CAPTION>
                                                     CLASS A     CLASS B     CLASS C
<S>                                                  <C>         <C>         <C>

Management fee (%)                                     0.53        0.53        0.53
--------------------------------------------------- ----------- ----------- -----------
Distribution and service (12b-1) fees * (%)            0.24        0.99        0.99
--------------------------------------------------- ----------- ----------- -----------
Other expenses (%)                                     0.35        0.35        0.35
--------------------------------------------------- ----------- ----------- -----------
Total annual fund operating expenses (%)               1.12        1.87        1.87
</TABLE>

[FN]
*The  annual  service  fee portion of the 12b-1 fee may equal up to 0.15% on net
assets  attributable  to shares  issued  prior to April 1, 1989 and 0.25% on net
assets  attributable to shares issued thereafter.  This arrangement results in a
rate of service fee that is a blend between the 0.15% and 0.25% rates.
</FN>


  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        $911       $1,156      $1,860
 --------------------------------------- ---------- ----------- ----------- -----------
 Class B: did not sell your                $190        $588       $1,011      $1,995
          shares

          sold all your shares at
          the end of the period            $690        $888       $1,211      $1,995
 --------------------------------------- ---------- ----------- ----------- -----------
 Class C: did not sell your                $190        $588       $1,011      $2,190
          shares

          sold all your shares at
          the end of the period            $290        $588       $1,011      $2,190

</TABLE>





5.       The section DISTRIBUTION AND SERVICE FEES is revised in its entirety as
         follows:

DISTRIBUTION AND SERVICE FEES
-------------------------------------------------------------------------------
The Fund has  adopted a plan under Rule 12b-1 that  permits it to pay the Fund's
distributor  marketing  and other fees to support the sale and  distribution  of
Class A, B and C shares and certain  services  provided to you by your financial
advisor.  The annual service fee is calculated by adding (1) 0.15% on net assets
attributable to shares issued prior to April 1, 1989 and (2) 0.25% on net assets
attributable to shares issued thereafter.  This arrangement results in a rate of
service  fees  payable by the Fund that is a blend  between  the 0.15% and 0.25%
rates.  For the fiscal year ended October 31, 1999, the service fee was 0.24% of
the Fund's average net assets. The annual distribution fee may equal up to 0.75%
for each of Class B and Class C shares.  Distribution  and service fees are paid
out of the assets of these classes.  Over time, these fees may reduce the return
on your  investment  and may cost  you more  than  paying  other  types of sales
charges.  Class B shares automatically convert to Class A shares after a certain
number of years,  eliminating the distribution  fee upon conversion.  Conversion
may occur three,  four or eight years after  purchase,  depending on the program
you  purchased  your shares under.  See "Your  Account;  Sales  Charges" for the
conversion schedule applicable to Class B shares.



<PAGE>



6.       Effective August 1, 2000, the Class A contingent  deferred sales charge
         (CDSC) and the commission schedule on purchases over $1 million changed
         as follows:

The footnote to the table "Class A Sales  Charges" under the  sub-caption  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.

7.       The  following  replaces the table called  "Purchases  Over $1 Million"
         under the sub-caption 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.


721-36/262E-1200                                              DECEMBER 29, 2000

<PAGE>



                                THE COLONIAL FUND

                                 CLASS Z SHARES
                 SUPPLEMENT TO PROSPECTUS DATED MARCH 1, 2000
  (REPLACING         SUPPLEMENTS  DATED MAY 17, 2000,  JUNE 23, 2000,  AUGUST 2,
                     2000 AUGUST 15, 2000 AND AUGUST 21, 2000)

The Fund's prospectus is amended as follows:

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

2.       The  categories  of  investors  who are  eligible to purchase  Class Z
         shares is  revised.  The  following investors are now eligible to
         purchase Class Z shares:  (i) clients of broker-dealers or  registered
         investment advisors that both recommend the purchase of Fund shares
         and charge such clients an asset-based fee; (ii) a retirement plan (or
         the custodian for such plan) with aggregate plan assets of at least
         $5 million at the time of purchase and which purchases shares directly
         from Liberty Funds Distributor, Inc., the Funds' distributor or
         through a third party  broker-dealer;  (iii) any insurance company,
         trust company or bank purchasing shares for its own account;  (iv) any
         endowment, investment company or foundation;  and (v)clients of
         investment advisory affiliates of the distributor provided that the
         clients meet certain criteria established by the distributor and its
         affiliates.  Initial purchases of Class Z shares are subject to a
         minimum purchase amount of $100,000,  except that purchases by
         retirement plans described in clause (ii) above are not subject to any
         initial investment minimum.  The Funds reserve the right to change the
         investment minimums.

3.       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.  Effective January 1, 2001, Leslie W. Finnemore
         and Ann T. Peterson no longer co-managed the Fund and Messrs. Kennedy
         and Richards and Ms. Ostrander began co-managing the fixed income
         assets of the Fund.

         Therefore,  the  sub-caption,  PORTFOLIO  MANAGERS,  under the  section
         MANAGING THE FUND is replaced with the following:

         HARVEY B.  HIRSCHHORN,  a senior vice president of Colonial  Management
         Associates,  Inc. (Colonial), is the lead portfolio manager of the Fund
         and has managed  the Fund since  August,  2000.  Mr.  Hirschhorn  is an
         executive vice president and chief economist and investment  strategist
         of Stein  Roe & Farnham  Incorporated  (Stein  Roe),  an  affiliate  of
         Colonial,  and has been  affiliated  with and has managed various other
         funds for Stein Roe since 1973.

         SCOTT SCHERMERHORN, a senior vice president of Colonial, has co-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
         co-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.

         MICHAEL T. KENNEDY, a senior vice president of Colonial, has co-managed
         the Fund since January, 2001. Mr. Kennedy is a senior vice president of
         Stein Roe and has been  affiliated  with and has managed  various other
         funds for Stein Roe since 1987.

         LAURA A. OSTRANDER, a senior vice president of Colonial, has co-managed
         the Fund since January,  2001 and has co-managed various other Colonial
         funds since December,  1996. Prior to joining  Colonial,  Ms. Ostrander
         was a portfolio manager with American Express  Financial  Advisers from
         July, 1994 to November, 1996.

         SCOTT B. RICHARDS, a senior vice president of Colonial,  has co-managed
         the Fund since  January,  2001 and has been the lead manager of another
         Colonial fund since July, 1999. Prior to joining Colonial, Mr. Richards
         was employed with State Street Research & Management  Company as a vice
         president and portfolio manager since 1994.


<PAGE>

[SIDE BAR]

UNDERSTANDING PERFORMANCE

Calendar year total return show the Fund's Class Z share performance for each of
the last ten complete calendar years. It includes the effects of Fund expenses.

Average  annual total returns are a measure of the Fund's  performance  over the
past one year, five year and ten-year  periods.  It includes the effects of Fund
expenses.

The Fund's  returns are compared to the Russell 1000 Index (Russell  Index),  an
unmanaged index that tracks performance of large capitalization stocks traded on
the New York Stock  Exchange,  the American Stock  Exchange and the NASDAQ.  The
Fund's  return was compared  formerly to the Standard & Poor's  MidCap 400 Index
(S&P   Index),   an   unmanaged   index   that   tracks   the   performance   of
middle-capitalization  U.S.  stocks.  In the past,  the Fund had a medium market
capitalization and used the S&P Index as an appropriate benchmark.  However, the
Fund's   current   market   capitalization   more  closely   resembles  a  large
capitalization  fund.  Therefore,  the Fund is  changing  its  benchmark  to the
Russell Index.  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 Salomon Brothers Broad Investment Grade Index (Salomon Index),  an unmanaged
index that tracks the  performance of corporate,  mortgage,  agency and treasury
bonds,  and the Lipper Balanced Funds category  average (Lipper  Average).  This
Lipper Average,  which is calculated by Lipper,  Inc., is composed of funds with
similar  investment  objectives to the Fund.  Sales charges are not reflected in
the Lipper Average.

[END SIDEBAR]



4.    The caption PERFORMANCE HISTORY is revised in its entirety as follows:



PERFORMANCE HISTORY
-------------------------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar year total returns for its Class Z shares.  The
performance  table  following the bar chart shows how the Fund's  average annual
returns  for Class Z shares  compare  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.  Performance  results  include  the effect of  expense  reduction
arrangements,  if any.  As with all  mutual  funds,  past  performance  does not
predict the Fund's future performance.


  CALENDAR YEAR TOTAL RETURNS (CLASS Z) (1)

1990   -7.50%
1991   26.13%
1992   12.96%
1993   14.46%
1994   -2.10%
1995   29.02%
1996   17.16%
1997   26.32%
1998   13.28%
1999   13.72%

For period shown in bar chart:
Best quarter: 2nd quarter 1997, +15.78%
Worst quarter:  3rd quarter 1990, -11.99%


  AVERAGE ANNUAL TOTAL RETURNS-- FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>

                                               1 Year         5 Years       10 Years
   <S>                                         <C>             <C>            <C>
   Class Z (%)                                 13.72        19.72(1)       13.77(1)
   --------------------------------------- -------------- -------------- -------------
   Russell Index (%)                           20.91           28.04        18.13
   --------------------------------------- -------------- -------------- -------------
   S&P Index (%)                               14.72           23.05        17.32
   --------------------------------------- -------------- -------------- -------------
   Salomon Index (%)                           (0.83)           7.73          7.74
   --------------------------------------- -------------- -------------- -------------
   Lipper Average (%)                          8.98            16.33        12.26
</TABLE>

[FN]

         (1) Class Z is a newer  class of shares.  Its  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.
         Class A share  returns are not restated to reflect any  differences  in
         expenses  between  Class A shares  and the newer  class of  shares.  If
         differences in expenses 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 service fees.  Class
         A shares were  initially  offered on April 30, 1982, and Class Z shares
         were initially offered on July 31, 1995.
</FN>

721-36/263E-1200                                              DECEMBER 29, 2000



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