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. 114 | X |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | X |
Amendment No. 55 | X |
LIBERTY FUNDS 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
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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>
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COLONIAL SELECT VALUE FUND Prospectus, March 1, 2000
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CLASS A, B AND C SHARES
Advised by Colonial Management Associates, Inc.
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved any shares offered in
this prospectus or determined whether this prospectus is accurate or complete.
Any representation to the contrary is a criminal offense.
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TABLE OF CONTENTS
THE FUND
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Investment Goal.................................................................
Primary Investment Strategies...................................................
Primary Investment Risks........................................................
Performance History.............................................................
Your Expenses...................................................................
YOUR ACCOUNT
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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
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Investment Advisor..............................................................
Portfolio Managers..............................................................
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FINANCIAL HIGHLIGHTS
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Not FDIC May Lose Value
Insured ------------------
No Bank Guarantee
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<PAGE>
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THE FUND
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INVESTMENT GOAL
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The Fund seeks long-term growth.
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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.
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PRIMARY INVESTMENT STRATEGIES
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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 MidCap 400 Index is considered a middle capitalization stock.
At times, the advisor may determine that adverse market conditions make it
desirable to temporarily suspend 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
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, which you may obtain free of
charge (see back cover). Approval by the Fund's shareholders is not required to
modify or change the Fund's goal or investment strategies.
PRIMARY INVESTMENT RISKS
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The primary risks of investing in the Fund are described below. There are many
circumstances (including additional risks that are not described here) which
could prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political condition.
Value stocks are securities of companies that 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 not approach the value the
advisor has placed on it.
Smaller companies are more likely than larger companies to have limited product
lines, operating histories, markets or financial resources. They may depend
heavily on a small management team. Stocks of smaller companies may trade less
frequently, may trade in smaller volumes and may fluctuate more sharply in price
than stocks of larger companies. In addition, they may not be
2
<PAGE>
widely followed by the investment community, which can lower the demand for
their stock.
3
<PAGE>
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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-year, five-year 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 (S&P
Index), an unmanaged index that tracks the performance of middle-capitalization
U.S. 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. Mid-Cap Average Fund 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.
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PERFORMANCE HISTORY
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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 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 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. As with all mutual funds, past performance does not
predict the Fund's future performance.
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Calendar Year Total Returns (Class A)
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[PERFORMANCE GRAPH]
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%
1999 9.11%
For period in bar chart:
Best quarter: 1st quarter 1991, +20.19%
Worst quarter: 3rd quarter 1990, -19.69%
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Average Annual Total Returns - for periods ended December 31, 1999
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<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
Class A (%) 2.84 21.10 14.00
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Class B (%) 3.46 21.42 14.03(1)
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Class C (%) 7.30 22.13(1) 14.48(1)
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S&P Index (%) 14.72 23.05 17.32
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Lipper Average (%) 39.35 23.31 16.04
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</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 classes of shares.
These Class A share returns are not restated to reflect any differences in
expenses (such as Rule 12b-1 fees) between Class A shares and the newer classes
of shares. If differences in expenses were reflected, the returns for periods
prior to the inception of the newer classes of shares would be lower. Class A
shares were initially offered on July 21, 1949, Class B shares were initially
offered on June 8, 1992, and Class C shares were initially offered on August 1,
1997.
4
<PAGE>
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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, brokerage costs, 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:
* $10,000 initial investment
* 5% total return for each year
* Fund operating expenses remain the same
* No expense reductions in effect
* Assumes reinvestment of all dividends and distributions
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YOUR EXPENSES
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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.
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Shareholder Fees(2) (paid directly from your investment)
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<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
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Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the lesser of
purchase price or redemption price) 1.00(3) 5.00 1.00
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Redemption fee (%) (as a percentage of amount
redeemed, if applicable) (4) (4) (4)
</TABLE>
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Annual Fund Operating Expenses (deducted directly from Fund assets)
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<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management fee (%) 0.70 0.70 0.70
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Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
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Other expenses (%) 0.38 0.38 0.38
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Total annual fund operating expenses (%) 1.33 2.08 2.08
</TABLE>
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Example Expenses (your actual costs may be higher or lower)
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<TABLE>
<CAPTION>
CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class A $703 $972 $1,262 $2,084
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Class B: did not sell your shares $211 $652 $1,119 $2,219
sold all your shares at
the end of the period $711 $952 $1,319 $2,219
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Class C: did not sell your shares $211 $652 $1,119 $2,410
sold all your shares at
the end of the period $311 $652 $1,119 $2,410
</TABLE>
(2) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.
(3) This charge applies only to certain Class A shares bought without an initial
sales charge that are sold within 18 months after purchase.
(4) There is a $7.50 charge for wiring sale proceeds to your bank.
5
<PAGE>
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Your Account
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INVESTMENT MINIMUMS(5)
Initial Investment.............$1,000
Subsequent Investments............$50
Automatic Investment Plan.........$50
Retirement Plans..................$25
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HOW TO BUY SHARES
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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. "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.
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Outlined below are the various options for buying shares:
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<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.
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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.
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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.
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By exchange You or your financial advisor may acquire shares by exchanging
shares you own in one fund for shares of the same class of the
Fund at no additional cost. There may be an additional charge
if exchanging from a money market fund. To exchange by
telephone, call 1-800-422-3737.
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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.
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By electronic You may purchase shares by electronically transferring money
funds transfer from your bank account to your fund account by calling
1-800-422-3737. Electronic funds transfer may take up to
two business days to settle and be considered in "good
form." You must set up this feature prior to your
telephone request. Be sure to complete the appropriate
section of the application.
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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. Be sure to complete the appropriate section of the
application.
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By dividend You may automatically invest dividends distributed by one fund
diversification into the same class of shares of the Fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>
(5) 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>
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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
$250,000 or more 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. Class Z shares are made available
through a separate prospectus provided to eligible institutional and other
investors.
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SALES CHARGES
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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 Statement of Additional Information.
CLASS A SHARES Your purchases of Class A shares generally are at the public
offering price. This price includes a sales charge that is based on the amount
of your initial investment when you open your account. A portion of the sales
charge is the commission paid to the financial advisor on the sale of Class A
shares. 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.
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Class A Sales Charges
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<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE INVESTMENT ADVISOR FIRM
<S> <C> <C> <C>
Less than $50,000 5.75 6.10 5.00
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$50,000 to less than $100,000 4.50 4.71 3.75
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$100,000 to less than $250,000 3.50 3.63 2.75
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$250,000 to less than $500,000 2.50 2.56 2.00
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$500,000 to less than $1,000,000 2.00 2.04 1.75
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$1,000,000 or more(6) 0.00 0.00 0.00
</TABLE>
(6)Class A shares bought without an initial sales charge in accounts aggregating
$1 million to $5 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
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>
For Class A share purchases of $1 million or more, financial advisors receive a
commission from the Fund's distributor:
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Purchases Over $1 Million
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<TABLE>
<CAPTION>
AMOUNT PURCHASED COMMISSION %
<S> <C>
First $3 million 1.00
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Next $2 million 0.50
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Over $5 million 0.25(7)
</TABLE>
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UNDERSTANDING CONTINGENT DEFERRED SALES CHARGES (CDSC)
Certain investments in Class A, B and C shares are subject to a CDSC, a sales
charge applied at the time you sell your shares. 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 net asset value 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.
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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 on the amount you had invested to that
date. 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 Statement of Additional Information 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 they do carry a CDSC that is imposed
only on shares sold prior to the completion of the periods shown in the charts
below. The CDSC generally declines each year and eventually disappears over
time. Class B shares automatically convert to Class A shares after eight years.
The distributor pays the financial advisor firm an up-front commission of 5.00%
on sales of Class B shares.
(7) Paid over 12 months but only to the extent the shares remain outstanding.
----
8
<PAGE>
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Class B Sales Charges
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<TABLE>
<CAPTION>
HOLDING PERIOD AFTER PURCHASE % DEDUCTED WHEN
SHARES ARE SOLD
<S> <C>
Through first year 5.00
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Through second year 4.00
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Through third year 3.00
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Through fourth year 3.00
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Through fifth year 2.00
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Through sixth year 1.00
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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 1.00% 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. The distributor pays the financial advisor firm an
up-front commission of 1.00% on sales of Class C shares.
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Class C Sales Charges
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<TABLE>
<CAPTION>
YEARS AFTER PURCHASE % DEDUCTED WHEN SHARES ARE SOLD
<S> <C>
Through first year 1.00
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Longer than one year 0.00
</TABLE>
9
<PAGE>
HOW TO EXCHANGE SHARES
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You may exchange your shares for shares of the same share class of another fund
distributed by Liberty Funds Distributor, Inc. at net asset value. 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 its ability to manage the
Fund. To exchange by telephone, call 1-800-422-3737.
HOW TO SELL SHARES
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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" also 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
(usually on the next business day after your request is received in "good
form"). However, if you purchased your shares by check, the Fund may delay
sending the proceeds from the sale of your shares for up to 15 days after your
initial purchase to protect against checks that are returned. No interest will
be paid on uncashed redemption checks.
10
<PAGE>
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Outlined below are the various options for selling shares:
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<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.
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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.
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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, unless you have notified the Fund of an
address change within the previous 30 days. 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. Certain
restrictions apply to retirement accounts. For details call
1-800-345-6611.
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By mail You may send a signed letter of instruction or stock power form
along with any certificates to be sold to the address below.
In your letter of instruction, note the 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 owners. For details, call
1-800-345-6611. Mail your letter of instruction to Liberty
Funds Services, Inc., P.O. Box 1722, Boston, MA
02105-1722.
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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.
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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
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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 0.00% and 0.15%, respectively, for
Class A shares outstanding prior to April 1, 1989 and 0.00% and 0.25%,
respectively, for Class A shares issued thereafter and 0.75% and 0.25%,
respectively, 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.(8)
(8) Class B shares automatically convert to Class A shares after eight years,
eliminating the distribution fee upon conversion.
11
<PAGE>
OTHER INFORMATION ABOUT YOUR ACCOUNT
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HOW THE FUND'S SHARE PRICE IS DETERMINED The price of each class of the Fund's
shares is based on its net asset value (NAV). The NAV is determined at the close
of regular trading on 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 the distributor. In most cases, in order to receive that day's
price, the distributor 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 each class's net
assets by the number of that class's 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 some share classes for the Fund in most major
daily newspapers under the caption "Liberty." 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 the distributor.
12
<PAGE>
DIVIDENDS, DISTRIBUTIONS, AND TAXES The Fund has the potential to make the
following distributions:
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UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may realize
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 Dividends
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Dividend Represents interest and dividends earned from securities
held by the Fund.
-------------------------------------------------------------------------------
Capital gains Represents net long-term capital gains on sales of
securities held for more than 12 months and net short-term
capital gains which are gains on sales of securities held
for a 12-month period or less.
</TABLE>
DISTRIBUTION OPTIONS The Fund distributes dividends semi-annually and any
capital gains (including short-term capital gains) at least annually. You can
choose one of the options listed in the table below for these distributions when
you open your account.(9) 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 (see options below) and reinvest capital gains(10)
-------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(10) o
* send the check to your address of record
* send the check to a third party
* address o transfer the money to your bank via electronic funds transfer
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 distributions of dividends, interest and short-term capital
gains are taxable as ordinary income. Distributions of long-term
capital gains are generally taxable as such, regardless of how long you have
held your Fund shares. 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 federal, 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, state and local income tax.
(9) 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.
(10) 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 02111-2621, 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, 2000, Colonial managed over $15 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). Colonial is part of a larger business unit
that includes several separate legal entities known as Liberty Funds Group LLC
(LFG). The LFG business unit and Stein Roe are managed by a single management
team. Stein Roe, Colonial and the other LFG entities also share personnel,
facilities and systems that may be used in providing administrative or
operational services to the Fund. Stein Roe is a registered investment advisor.
Colonial, the other entities that make up LFG and Stein Roe are subsidiaries of
Liberty Financial Companies, Inc.
For the 1999 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, a senior vice president of Colonial since March, 1999 (formerly
Vice President from May, 1993 to March, 1999), is a co-manager of the Fund and
has co-managed the Fund since October, 1997.
MICHAEL REGA, a vice president of Colonial, has been employed by Colonial as an
analyst since 1993 and is a co-manager of the Fund and has co-managed the Fund
since October, 1997.
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 derived from the Fund's financial statements which have
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>
Year ended October 31,
1999 1998 1997
Class
Class A Class B Class C Class A Class B Class C Class A Class B C(a)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 20.170 19.570 20.000 20.430 20.020 20.410 18.040 17.840 19.860
---------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($):
Net investment income (loss) (b) (0.031) (0.187) (0.191) (0.047) (0.199) (0.201) (0.002) (0.135) (0.053)
---------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) 2.511 2.437 2.501 1.637 1.599 1.641 4.575 4.498 0.603(c)
---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations 2.480 2.250 2.310 1.590 1.400 1.440 4.573 4.363 0.550
---------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS ($):
From net realized gains (0.720) (0.720) (0.720) (1.850) (1.850) (1.850) (2.183) (2.183) --
---------------------------------------------------------------------------------------------------------------------------------
Net asset value--
End of period ($) 21.930 21.100 21.590 20.170 19.570 20.000 20.430 20.020 20.410
---------------------------------------------------------------------------------------------------------------------------------
Total return (%) (d) 12.48 11.66 11.71 7.95 7.10 7.17 28.29 27.33 2.77(e)
---------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses (f) 1.32 2.07 2.07 1.32 2.07 2.07 1.03 1.78 1.81(g)
---------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) (f) (0.14) (0.89) (0.89) (0.23) (0.98) (0.98) (0.01) (0.76) (1.05)(g)
---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover(%) 67 67 67 32 32 32 63 63 63
---------------------------------------------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 398,255 313,791 21,533 373,092 295,025 12,519 340,479 192,161 558
</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 the 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.
16
<PAGE>
- --------------------------------------------------------------------------------
The Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year ended October 31,
1996 1995
Class A Class B Class A Class B
<S> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 16.140 16.040 14.020 13.940
--------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($):
Net investment income (loss) (a) 0.043 (0.081) 0.174 0.065
--------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain 3.162 3.129 3.326 3.317
--------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations 3.205 3.048 3.500 3.382
--------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS ($):
From net investment income (0.042) (0.005) (0.165) (0.067)
--------------------------------------------------------------------------------------------------------------------------------
In excess of net investment income (0.023) (0.003) -- --
--------------------------------------------------------------------------------------------------------------------------------
From net realized gains (1.240) (1.240) (1.215) (1.215)
--------------------------------------------------------------------------------------------------------------------------------
Total Distributions Declared to
Shareholders (1.305) (1.248) (1.380) (1.282)
--------------------------------------------------------------------------------------------------------------------------------
Net asset value--
End of period ($) 18.040 17.840 16.140 16.040
--------------------------------------------------------------------------------------------------------------------------------
Total return (%) (b) 21.28 20.31 28.44 27.50
--------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses (c) 1.17 1.92 1.12 1.90
--------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) (c) 0.25 (0.50) 1.24 0.46
--------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover(%) 100 100 92 92
--------------------------------------------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 255,911 128,283 194,393 75,283
--------------------------------------------------------------------------------------------------------------------------------
</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.
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 Statement of Additional Information for more
information on the Fund and the securities in which it invests. The Statement of
Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site at
WWW.SEC.GOV.
You can review and copy information about the Fund by visiting the following
locatio, and you can obtain copies, upon payment of a duplicating fee by
electronic request at the E-mail address [email protected] or by writing the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102
Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.
INVESTMENT COMPANY ACT FILE NUMBER:
Liberty Funds Trust III (formerly Colonial Trust III): 811-881
* Colonial Select Value Fund
- --------------------------------------------------------------------------------
[LIBERTY FUNDS LOGO]
ALL-STAR - COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (C)2000
One Financial Center, Boston, MA 02111-2621,
1-800-426-3750
www.libertyfunds.com
<PAGE>
- --------------------------------------------------------------------------------
COLONIAL SELECT VALUE FUND PROSPECTUS, MARCH 1, 2000
- --------------------------------------------------------------------------------
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 purchases shares directly from Liberty
Funds Distributor, Inc., the Fund's distributor 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 the distributor provided
that the clients meet certain criteria established by the distributor and
its affiliates.
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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 OF CONTENTS
THE FUND
- -------------------------------------------------------------------------------
Investment Goal................................................................
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.............................................................
Other Information About Your Account...........................................
MANAGING THE FUND
- -------------------------------------------------------------------------------
Investment Advisor.............................................................
Portfolio Managers.............................................................
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
- ---------------------------
Not FDIC May Lose Value
Insured -----------------
No Bank Guarantee
- ---------------------------
<PAGE>
- --------------------------------------------------------------------------------
THE FUND
- --------------------------------------------------------------------------------
INVESTMENT GOAL
- --------------------------------------------------------------------------------
The Fund seeks long-term growth.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
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 Midcap 400 Index is considered a middle capitalization stock.
At times, the advisor may determine that adverse market conditions make it
desirable to temporarily suspend 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
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, which you may obtain free of
charge (see back cover). 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 (including additional risks that are not described here) which
could prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.
Value stocks are securities of companies that 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 not approach the value the
advisor has placed on it.
Smaller companies are more likely than larger companies to have limited product
lines,operating histories, markets or financial resources. They may depend
heavily on a small management team. Stocks of smaller companies may trade less
frequently, may trade in smaller volumes and may fluctuate more sharply in
price
2
<PAGE>
- --------------------------------------------------------------------------------
THE FUND
- --------------------------------------------------------------------------------
than stocks of larger companies. In addition, they may not be widely followed by
the investment community, which can lower the demand for their stock.
3
<PAGE>
- --------------------------------------------------------------------------------
THE 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.
AVERAGE ANNUAL TOTAL RETURN is 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 return is compared to the Standard & Poor's Midcap 400 Index (S&P
Index), an unmanaged index that tracks the performance of middle-capitalization
U.S. 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. Mid Cap Average Fund 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.
- --------------------------------------------------------------------------------
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 A 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. As with all mutual funds, past performance does not predict the
Fund's future performance.
- --------------------------------------------------------------------------------
CALENDAR-YEAR TOTAL RETURNS (CLASS A)
- --------------------------------------------------------------------------------
[BAR GRAPH]
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%
1999 9.11%
For period in bar chart:
- -----------------------
Best quarter: 1st quarter 1991, +20.19%
Worst quarter: 3rd quarter 1990, -19.69%
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIOD ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
Class Z(2) (%) 9.29(2) 22.58(2) 14.70(2)
- --------------------------------------------------------------------------------
S&P Index (%) 14.72 23.05 17.32
- --------------------------------------------------------------------------------
Lipper Average (%) 39.35 23.31 16.04
</TABLE>
(1) Because the Class Z shares have not completed a full calendar year the bar
chart shown is for Class A shares, the oldest existing fund class.
(2) 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. The 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 July 21, 1949, and Class Z shares were initially offered on
January 11, 1999.
4
<PAGE>
- --------------------------------------------------------------------------------
THE FUND
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 and brokerage costs, 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:
* $10,000 initial investment
* 5% total return for each year
* Fund operating expenses remain the same
* No expense reductions in effect
* Assumes reinvestment of all dividends and distributions
- --------------------------------------------------------------------------------
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.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
SHAREH0LDERS FEES (3) (PAID DIRECTLY FROM YOUR INVESTMENT)
- --------------------------------------------------------------------------------
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 lesser of purchase price or redemption price) 0.00
- --------------------------------------------------------------------------------
Redemption fee (%) (as a percentage of amount redeemed, if
applicable) (4)
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
- --------------------------------------------------------------------------------
CLASS Z
Management fee (%) 0.70
- --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.00
- --------------------------------------------------------------------------------
Other expenses (%) 0.38
- --------------------------------------------------------------------------------
Total annual fund operating expenses (%) 1.08
- --------------------------------------------------------------------------------
EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 YEAR 3 YEARS 5 Years 10 Years
$110 $343 $595 $1,317
</TABLE>
(3) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.
(4) There is a $7.50 charge for wiring sale proceeds to your bank.
5
<PAGE>
- --------------------------------------------------------------------------------
YOUR ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WHO IS ELIGIBLE TO BUY CLASS Z SHARES?
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 the
distributor 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 the distributor provided that the clients meet certain criteria
established by the distributor and its affiliates.(5)
- --------------------------------------------------------------------------------
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. "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 THE VARIOUS OPTIONS FOR BUYING 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 or your financial advisor 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. There may be an additional charge if
exchanging from a money market fund. 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 money from your bank account to your fund account by
calling 1-800-422-3737. Electronic funds transfer may take
up to two business days to settle and be considered in
"good form." 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 electronic funds
transfer. Be sure to complete the appropriate section of
the application.
- --------------------------------------------------------------------------------
By dividend You may automatically invest dividends distributed by one
diversification fund into the same class of shares of the Fund at no
additional sales charge. To invest your dividends in
another fund, call 1-800-345-6611.
(5) The Fund reserves the right to change the criteria for eligible investors.
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 one class of shares in this prospectus -- CLASS Z.
The Fund also offers three additional classes of shares -- Class A, B and C
shares 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. In general, anyone who is eligible to purchase Class Z shares,
which do not incur Rule 12b-1 fees or sales charges, should do so in preference
over other classes.
- --------------------------------------------------------------------------------
SALES CHARGES
- --------------------------------------------------------------------------------
Your purchases of Class Z shares are at net asset value, which is the value of a
Fund share excluding any sales charge. Class Z shares are not subject to an
initial sales charge when you purchased, or a contingent deferred sales charge
when you sold.
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 Liberty Funds Distributor, Inc.
at net asset value. 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
its 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" also 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
(usually on the next business day after your request is received in "good
form"). However, if you purchased your shares by check, the Fund may delay
sending the proceeds from the sale of your shares for up to 15 days after your
initial purchase to protect against checks that are returned. No interest will
be paid on uncashed redemption checks.
7
<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 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, unless you have notified the
Fund of an address change within the previous 30 days. 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. Certain restrictions apply to retirement
accounts. For details, call 1-800-345-6611.
- --------------------------------------------------------------------------------
By mail You may send a signed letter of instruction or stock power
form along with any certificates to be sold to the address
below. In your letter of instruction, note the 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 letter of instruction 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>
- --------------------------------------------------------------------------------
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 net asset value (NAV). The NAV is determined at the close of
regular trading on 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 the distributor. In most cases,
in order to receive that day's price, the distributor 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 Class Z 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 some share classes for the Fund in most major
daily newspapers under the caption "Liberty." 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>
- --------------------------------------------------------------------------------
YOUR ACCOUNT
- --------------------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS, AND TAXES The Fund has the potential to make the
following distributions:
- --------------------------------------------------------------------------------
TYPES OF DISTRIBUTIONS
- --------------------------------------------------------------------------------
Dividend Represents interest and dividends earned from securities
held by the Fund.
Capital gains Represents net long-term capital gains on sales of
securities held for more than 12 months and net short-term
capital gains which are gains on sales of securities held
for a 12-month period or less.
- --------------------------------------------------------------------------------
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may realize
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 dividends semi-annually and any
capital gains (including short-term capital gains) at least annually. You can
choose one of the options listed in the table below for these distributions when
you open your account.(6) 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 (see options below) and reinvest capital gains(7)
- --------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(7)
* 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
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 distributions of dividends, interest and short-term capital
gains are taxable as ordinary income. Distributions of long-term
capital gains are generally taxable as such, regardless of how long you have
held your Fund shares. 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 distribution 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 federal, 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, state and local income tax.
(6) 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.
(7) 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, Massachusetts 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, 2000, Colonial managed over
$15 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). Colonial is part of a larger business unit
that includes several separate legal entities known as Liberty Funds Group LLC
(LFG). The LFG business unit and Stein Roe are managed by a single management
team. Stein Roe, Colonial and the other LFG entities also share personnel,
facilities and systems that may be used in providing administrative or
operational services to the Fund. Stein Roe is a registered investment advisor.
Colonial, the other entities that make up LFG and Stein Roe are subsidiaries of
Liberty Financial Companies, Inc.
For the 1999 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, a senior vice president of Colonial since March, 1999 (formerly
vice president from May, 1993 to March, 1999), is a co-manager of the Fund and
has co-managed the Fund since October 1997.
MICHAEL REGA, a vice president of Colonial, has been employee by Colonial as an
analyst since 1993 and is a co-manager of the Fund and has co-managed the Fund
since October, 1997.
11
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the period January 11, 1999
(inception date) to October 31, 1999. 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
derived from the Fund's financial statements which have 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,
1999
Class Z(a)
<S> <C>
Net asset value--
Beginning of period($) 21.970
- --------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS($)
Net investment income (loss)(b) 0.017
- --------------------------------------------------------------------------------
Net realized and unrealized gain (loss)(c) (0.027)
- --------------------------------------------------------------------------------
Total from Investment Operations (0.010)
================================================================================
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS($):
From net realized gains --
- --------------------------------------------------------------------------------
Net asset value--
End of period($) 21.960
- --------------------------------------------------------------------------------
Total return (%) (d)(e) (0.05)
================================================================================
RATIOS TO AVERAGE NET ASSETS(%)
Expenses(f)(g) 1.00
- --------------------------------------------------------------------------------
Net investment income (loss)(f)(g) 0.10
- --------------------------------------------------------------------------------
Portfolio turnover(%) 67
- --------------------------------------------------------------------------------
Net assets at end of period (000)($) 674
</TABLE>
(a) Class Z shares were initially offered on January 11, 1999. Per share
amounts reflect activity from that date.
(b) Per share data was calculated using the 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 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>
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 Statement of Additional Information for more
information on the Fund and the securities in which it invests. The Statement of
Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site
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
electronic request at the e-mail address [email protected] or by writing the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102
Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.
INVESTMENT COMPANY ACT FILE NUMBER:
Liberty Funds Trust III (formerly Colonial Trust III): 811-881
* Colonial Select Value Fund
- --------------------------------------------------------------------------------
[LIBERTY FUNDS LOGO]
ALL-STAR - COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (C)2000
One Financial Center, Boston, MA 02111-2621,
1-800-426-3750
www.libertyfunds.com
<PAGE>
THE COLONIAL FUND PROSPECTUS, MARCH 1, 2000
CLASS A, B AND C SHARES
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 .................................................... 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
FINANCIAL HIGHLIGHTS ................................................... 15
</TABLE>
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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
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 Fund's investment 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 or other fixed income securities.
Stocks
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's strategy uses
fact-based quantitative analysis supported by fundamental research.
Bonds
In selecting bonds for the Fund, the advisor invests primarily in U.S.
government
2
<PAGE>
THE FUND
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.
Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances (including additional risks that are not described here) which
could prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions.
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. Changes in the value 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.
Because the Fund may invest in debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, 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 may impact its ability to make timely payments of interest or principal.
This could result in a decrease in the price of the security.
Structure risk is the risk that an event will occur (such as a security being
prepaid or called) that alters the security's cash flows. 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
3
<PAGE>
THE FUND
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 security. 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.
Value stocks are securities of companies that 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 not approach the value the
advisor has placed on it.
4
<PAGE>
THE 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 year, five year 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 Russell 1000 Index (Russell Index), an
unmanaged index that tracks the 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 median market
capitalization and used the S&P Index as an appropriate benchmark. However,
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 in indices.
The Fund's return is also compared to the average return of the funds included
in the Lipper Balanced Fund's 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.
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 A shares. The
performance table following the bar chart shows how the Fund's average annual
returns for Class A, B and C 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 A)
<TABLE>
<CAPTION>
<S> <C>
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%
1999 8.70%
</TABLE>
For period shown in bar chart:
Best quarter: 2nd quarter 1997, +15.60%
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 A (%) 2.45 17.01 12.47
Class B (%) 3.20 17.33 12.50(1)
Class C (%) 7.05 17.99(1) 12.94(1)
Russell Index (%) 20.91 28.04(1) 18.13(1)
S&P Index (%) 14.72 23.05 17.32
Lipper Average (%) 8.98 16.33 12.26
</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
classes of shares. The Class A share returns are not restated to
reflect any differences in expenses (such as Rule 12b-1 fees) between
Class A shares and the newer classes of shares. If differences in
expenses were reflected, the returns for periods prior to the inception
of the newer classes of shares would be lower. Class A shares were
initially offered on April 30, 1982, Class B shares were initially
offered on May 5, 1992, and Class C shares were initially offered on
August 1, 1997.
5
<PAGE>
THE FUND
UNDERSTANDING EXPENSES
SALES CHARGES are paid directly by shareholders to Liberty Funds Distributor,
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 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:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain
the same
- - Assumes reinvestment of all dividends and distributions
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(2)(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 lesser of purchase price
or redemption price) 1.00(3) 5.00 1.00
Redemption fee (%) (as a percentage of amount
redeemed, if applicable) (4) (4) (4)
</TABLE>
Annual Fund Operating Expenses (deducted directly from Fund assets)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management fee (%) 0.53 0.53 0.53
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
Other expenses (%) 0.35 0.35 0.35
Total annual fund operating expenses (%) 1.13 1.88 1.88
</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 $684 $913 $1,161 $1,871
Class B: did not sell your shares $191 $591 $1,016 $2,005
sold all your shares at
the end of the period $691 $891 $1,216 $2,005
Class C: did not sell your shares $191 $591 $1,016 $2,201
sold all your shares at
the end of the period $291 $591 $1,016 $2,201
</TABLE>
(2) A $10 annual fee is deducted from accounts of less than $1,000 and paid
to the transfer agent.
(3) This charge applies only to certain Class A shares bought without an
initial sales charge that are sold within 18 months of purchase.
(4) There is a $7.50 charge for wiring sale proceeds to your bank.
6
<PAGE>
YOUR ACCOUNT
<TABLE>
<CAPTION>
INVESTMENT MINIMUMS(5)
<S> <C>
Initial Investment ....................................... $1,000
Subsequent Investments ................................... $ 50
Automatic Investment Plan ................................ $ 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. "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 the various options for buying 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
(new account) 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 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 or your financial advisor may acquire shares by
exchanging shares you own in one fund for shares of
the same class of the Fund at no additional cost.
There may be an additional charge if exchanging from
a money market fund. 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
funds transfer transferring money from your bank account to your
fund account by calling 1-800-422-3737. Electronic
fund transfers may take up to two business days to
settle and be considered in "good form". 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
investment plan automatically from your bank account to your fund
account. You can select a pre-authorized amount to be
sent via electronic funds transfer. 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 the Fund at
no additional sales charge. To invest your dividends
in another fund, call 1-800-345-6611.
(5) 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
$250,000 or more 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. Class Z shares are made available
through a separate prospectus provided to eligible institutional and other
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 Statement of Additional Information.
CLASS A SHARES Your purchases of Class A shares generally are at the public
offering price. This price includes a sales charge that is based on the amount
of your initial investment when you open your account. A portion of the sales
charge is the commission paid to the financial advisor firm on the sale of Class
A shares. 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.
Class A Sales Charges
<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE 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(6) 0.00 0.00 0.00
</TABLE>
For Class A share purchases of $1 million or more, financial advisors receive a
commission from the distributor 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(7)
</TABLE>
(6) Class A shares bought without an initial sales charge in accounts
aggregating $1 million to $5 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 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. Purchases in accounts
aggregating over $5 million are subject to a 1.00% CDSC only to the
extent that the sale of shares within 18 months of purchase cause the
value of the accounts to fall below the $5 million level. The
18-month period begins on the first day of the month following each
purchase date.
(7) Paid over 12 months but only to the extent the shares remain
outstanding.
8
<PAGE>
YOUR ACCOUNT
UNDERSTANDING CONTINGENT DEFERRED SALES CHARGES (CDSC)
Certain investments in Class A, B and C shares are subject to a CDSC, a sales
charge applied at the time you sell your shares. 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 net asset value 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.
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 on the amount you had invested to that
date. 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 Statement of Additional Information 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 they do carry a CDSC that is imposed
only on shares sold prior to the completion of the periods shown in the charts
below. The CDSC generally declines each year and eventually disappears over
time. Class B shares automatically convert to Class A shares after eight years.
The distributor pays the financial advisor firm an up-front commission of
5.00% on sales of Class B shares.
Class B Sales Charges
<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>
<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 1.00% 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. The distributor pays the financial advisor firm an
up-front commission of 1.00% on sales of Class C shares.
Class C Sales Charges
<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 Liberty Funds Distributor, Inc. at net asset value. 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 its 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" also 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
(usually on the next business day after your request is received in "good
form"). However, if you purchased your shares by check, the Fund may delay
sending the proceeds from the sale of
11
<PAGE>
YOUR ACCOUNT
your shares for up to 15 days after your purchase to protect against checks
that are returned. No interest will be paid on uncashed redemption checks.
Outlined below are the various options for selling shares:
METHOD INSTRUCTIONS
Through your You may call your financial advisor to place your
financial advisor sell 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, unless
you have notified the Fund of an address change
within the previous 30 days. 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. Certain restrictions apply to retirement
accounts. For details, call 1-800-345-6611.
By mail You may send a signed letter of instruction or stock
power form along with any certificates to be sold to
the address below. In your letter of instruction,
note the 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 owners. For details,
call 1-800-345-6611.
Mail your letter of instruction 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. The annual
distribution fee and service fee may equal up to 0.00% and 0.15%, respectively,
for Class A shares outstanding prior to April 1, 1989, and 0.00% and 0.25%,
respectively, for Class A shares outstanding on or after April 1, 1989,
and are paid out of the assets of this class. The annual distribution fee and
service fee may equal up to 0.75% and 0.25%, respectively, 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.(8)
(8) Class B shares automatically convert to Class A shares after eight
years, eliminating the distribution fee upon conversion.
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 net asset value (NAV). The NAV is determined at the close
of regular trading on 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 the distributor. In most cases, in order to receive that day's
price, the distributor 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 each class's total
net assets by the number of that class's 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. Because the Fund holds securities that are traded on
foreign exchanges, the value of the Fund's securities may change on days when
shareholders will not be able to buy or sell Fund shares. This will affect the
Fund's NAV on the day it is next determined. 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 share classes for the Fund in most major
daily newspapers under the caption "Liberty." 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 the distributor.
13
<PAGE>
YOUR ACCOUNT
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may realize
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.
YOUR ACCOUNT
DIVIDENDS, DISTRIBUTIONS, AND TAXES The Fund has the potential to make the
following distributions:
Types of Distributions
Dividend Represents interest and dividends earned from securities held
by the Fund.
Capital gains Represents net long-term capital gains on sales of securities
held for more than 12 months and net short-term capital
gains, which are gains on sales of securities held for a
12-month period or less.
DISTRIBUTION OPTIONS The Fund distributes dividends quarterly and any capital
gains (including short-term capital gains) at least annually. You can choose one
of the options listed in the table below for these distributions when you open
your account. (9) 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 (see options below) and reinvest capital gains(10)
Receive all distributions in cash (with one of the following options)(10):
- - 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
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 distributions of dividends, interest and short-term capital
gains are taxable as ordinary income. Distributions of long-term capital gains
are generally taxable as such, regardless of how long you have held your Fund
shares. 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 distribution 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 foreign, federal, 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, state and local income tax.
(9) 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.
(10) 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
Colonial Management Associates, Inc. (Colonial), located at One Financial
Center, Boston, Massachusetts 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, 2000, Colonial managed over $15 billion in assets.
Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe & Farnham Incorporated (Stein Roe). Colonial is part of a larger business
unit that includes several separate legal entities known as Liberty Funds Group
LLC (LFG). The LFG business unit and Stein Roe are managed by a single
management team. Stein Roe, Colonial and the other LFG entities also share
personnel, facilities and systems that may be used in providing administrative
or operational services to the Fund. Stein Roe is a registered investment
advisor. Colonial, the other entities that make up LFG and Stein Roe are
subsidiaries of Liberty Financial Companies, Inc.
For the 1999 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.53% 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
The portfolio managers of the Fund's equity investments are as follows:
JOHN E. LENNON, a chartered financial analyst and a senior vice president
(formerly a vice president) of Colonial, has co-managed the Fund since October,
1997 and has managed various other Colonial equity funds since 1982.
PETER WILEY, a chartered financial analyst and vice president of Colonial, has
co-managed the Fund since June, 1999. Prior to joining Colonial in June, 1999,
Mr. Wiley was a senior portfolio manager and principal at State Street Global
Advisors from April, 1997 to March, 1999 and a vice president at Colonial from
August, 1992 to April, 1997.
The portfolio managers of the Fund's fixed income investments are as follows:
15
<PAGE>
MANAGING THE FUNDS
LESLIE W. FINNEMORE, a senior vice president (formerly a vice president) of
Colonial, has co-managed the Fund since December, 1997 and has managed various
other Colonial taxable fixed-income funds since 1987.
ANN T. PETERSON, a chartered financial analyst and a vice president of Colonial,
has co-managed the Fund since July, 1999. Ms. Peterson has also served as a
co-manager of various other Colonial taxable income funds since 1993.
16
<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS
UNDERSTANDING THE FUND'S
OTHER INVESTMENTS AND RISKS
The Fund's primary investments and risks are described under "The Fund --
Primary Investment Strategies" and "The Fund -- Primary Investment Risks." In
seeking to meet its investment goals, the Fund may also invest in other
securities and use certain investment techniques. These securities and
investment techniques offer opportunities and carry various risks.
The Fund may elect not to buy any of these securities or use any of these
techniques unless it believes that doing so will help the Fund achieve its
investment goals. The Fund may not always achieve its investment goals.
Additional information about the Fund's securities and investment techniques, as
well as the Fund's fundamental and non-fundamental investment policies, is
contained in the Statement of Additional Information.
The Fund's primary investment strategies and their associated risks are
described above. This section describes other investments the Fund may make and
the risks associated with them. 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,
which you may obtain free of charge (see back cover). Approval by the Fund's
shareholders is not required to modify or change any of the Fund's investment
goals or investment strategies.
DERIVATIVE 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, commonly referred to as derivatives, involve the
use of financial instruments whose value depend on, or are derived from, the
value of an underlying security, index or currency. The Fund may use these
strategies to adjust the Fund's sensitivity to changes in interest rates or for
other hedging purposes (i.e., attempting to offset a potential loss in one
position). Derivative strategies involve the risk that they may exaggerate a
loss, potentially losing more money than the actual cost of the derivative, or
limit a potential gain. Also, with some derivative 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 that 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 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.
TEMPORARY DEFENSIVE STRATEGIES
At times, the advisor may determine that adverse market conditions make it
desirable to temporarily suspend 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.
17
<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). The information
for the year ended October 31, 1999, has been derived from the Fund's financial
statements which have been audited by Ernst & Young LLP, independent auditors,
whose report, along with the Fund's financial statements, is included in the
Fund's annual report. The information for periods prior to October 31, 1999, has
been derived from the Fund's financial statements which have been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report expressed an
unqualified opinion on the financial highlights. You can request a free annual
report by calling 1-800-426-3750.
The Fund
<TABLE>
<CAPTION>
Year ended October 31,
1999 1998 1997
Class C
Class A Class B Class C Class A Class B Class C Class A Class B (a)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 10.380 10.360 10.350 11.160 11.140 11.150 9.490 9.480 11.320
INCOME FROM INVESTMENT
OPERATIONS ($):
Net investment income (b) 0.214 0.134 0.135 0.235 0.156 0.157 0.160 0.081 0.199
Net realized and
unrealized gain (loss) 0.884 0.883 0.884 0.685 0.682 0.676 2.225 2.217 (0.345)(c)
Total from Investment
Operations 1.098 1.017 1.019 0.920 0.838 0.833 2.385 2.298 (0.146)
LESS DISTRIBUTIONS
DECLARED TO SHAREHOLDERS ($):
From net investment
income (0.230) (0.149) (0.151) (0.250) (0.168) (0.183) (0.147) (0.070) (0.024)
From net realized gains (0.438) (0.438) (0.438) (1.450) (1.450) (1.450) (0.568) (0.568)
Total Distributions
Declared to Shareholders (0.668) (0.587) (0.589) (1.700) (1.618) (1.633) (0.715) (0.638) (0.024)
Net asset value --
End of period ($) 10.810 10.790 10.780 10.380 10.360 10.350 11.160 11.140 11.150
Total return (d) (%) 10.94 10.11 10.15 9.08 8.27 8.21 26.83 25.81 (1.30)(e)
RATIOS TO AVERAGE NET ASSETS (%):
Expenses (f) 1.12 1.88 1.88 1.12 1.87 1.87 1.14 1.89 1.86(g)
Net investment income (f) 2.02 1.26 1.26 2.22 1.47 1.47 1.56 0.81 1.01(g)
Portfolio turnover (%) 74 74 74 69 69 69 71 71 71
Net assets at end of
period (000) ($) 936,331 706,366 9,074 936,639 653,476 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.
18
<PAGE>
FINANCIAL HIGHLIGHTS
The Fund
<TABLE>
<CAPTION>
Year ended October 31,
1996 1995
Class A Class B Class A Class B
<S> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 8.940 8.930 8.060 8.050
INCOME FROM INVESTMENT
OPERATIONS ($):
Net investment income (a) 0.165 0.097 0.200 0.137
Net realized and
unrealized gain 1.183 1.182 1.393 1.395
Total from Investment
Operations 1.348 1.279 1.593 1.532
LESS DISTRIBUTIONS
DECLARED TO SHAREHOLDERS ($):
From net investment
income (0.162) (0.093) (0.212) (0.151)
From net realized gains (0.636) (0.636) (0.501) (0.501)
Total Distributions
Declared to Shareholders (0.798) (0.729) (0.713) (0.652)
Net asset value --
End of period ($) 9.490 9.480 8.940 8.930
Total return (b) (%) 16.11 15.27 21.72 20.84
RATIOS TO AVERAGE
NET ASSETS (%):
Expenses (c) 1.15 1.90 1.16 1.93
Net investment income (c) 1.82 1.07 2.43 1.66
Portfolio turnover (%) 38 38 66 66
Net assets at end of
period (000) ($) 759,409 453,468 667,611 353,831
</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.
19
<PAGE>
NOTES
20
<PAGE>
NOTES
21
<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 Statement of Additional Information for more
information on the Fund and the securities in which it invests. The Statement of
Additional Information 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 Statement of Additional Information,
request other information and discuss your questions about the Fund by
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the E-mail address [email protected] or by writing the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102
Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.
INVESTMENT COMPANY ACT FILE NUMBER:
Liberty Funds Trust III (formerly Colonial Trust III): 811-881
- - The Colonial Fund
[LIBERTY FUNDS LOGO]
ALL-STAR - COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc.(c)2000
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
www.libertyfunds.com
TF-01/XXX-XXXX
<PAGE>
THE COLONIAL FUND PROSPECTUS, MARCH 1, 2000
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 purchases shares directly from Liberty
Funds Distributor, Inc., the Fund's distributor, 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 the distributor provided
that the clients meet certain criteria established by the distributor and its
affiliates.
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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>
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
FINANCIAL HIGHLIGHTS.................................................... 13
</TABLE>
- -----------------------------
Not FDIC May Lose Value
Insured No Bank Guarantee
- -----------------------------
<PAGE>
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 Fund's investment 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 or other fixed income securities.
Stocks
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's strategy uses
fact-based quantitaative analysis supported by fundamental research.
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.
Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances (including additional risks that are not described here) which
could prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.
2
<PAGE>
THE FUND
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.
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. 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.
Because the Fund may invest in debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, 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 may impact its ability to make timely payments of interest or principal.
This could result in a decrease in the price of the security.
Structure risk is the risk that an event will occur (such as a security being
prepaid or called) that alters the security's cash flows. 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 security. 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.
Value stocks are securities of companies that 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 not approach the value the
advisor has placed on it.
3
<PAGE>
THE 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-year, five-year and ten-year periods. It includes the effects of Fund
expenses.
The Fund's return is compared to the Russell 1000 Index (Russell Index), an
unmanaged index that tracks performance of small 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 Midland 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 median market
capitalization and used the S&P Index as an appropriate benchmark. However, the
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 funds
included in the Lipper, Inc. Balanced Average Fund's 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.
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)
<TABLE>
<S> <C>
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%
</TABLE>
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
Lipper Average (%) 8.98 16.33 12.26
</TABLE>
(1) Class Z is a newer class of shares. Its performance information includes
returns of the Funds 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
between Class A shares and the newer classes 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 services fees. Class A shares were initially
offered on April 30, 1982, and Class Z shares were initially offered on
July 31, 1995.
4
<PAGE>
THE FUND
UNDERSTANDING EXPENSES
SALES CHARGES 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 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:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain the same
- - Assumes reinvestment of all dividends and distributions
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(2) (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
<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
lesser of purchase price or redemption price) 0.00
Redemption fee (%)(as a percentage of amount
redeemed, if applicable) (3)
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
<S> <C>
Management fee (%) 0.53
Distribution and service (12b-1) fees (%) 0.00
Other expenses (%) 0.35
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>
$90 $281 $488 $1,084
</TABLE>
(2) A $10 annual fee is deducted from accounts of less than $1,000 and paid
to the transfer agent.
(3) There is a $7.50 charge for wiring sale proceeds to your bank.
5
<PAGE>
YOUR ACCOUNT
WHO IS ELIGIBLE TO BUY
CLASS Z SHARES?
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 the
distributor 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 the distributor provided that the clients meet certain criteria
established by the distributor and its affiliates.(4)
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. "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 THE VARIOUS OPTIONS FOR BUYING 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
(new account) 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 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 or your financial advisor may acquire shares by
exchanging shares you own in one fund for shares of
the same class of the Fund at no additional cost.
There may be an additional charge if exchanging from
a money market fund. 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
funds transfer transferring money from your bank account to your
fund account by calling 1-800-422-3737. Electronic
fund transfers may take up to two business days to
settle and be considered in "good form". 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
investment plan automatically from your bank account to your fund
account. You can select a pre-authorized amount to be
sent via electronic funds transfer. 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 the Fund at
no additional sales charge. To invest your dividends
in another fund, call 1-800-345-6611.
(4) 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 one class of shares in this prospectus -- CLASS Z.
The Fund also offers three additional classes of shares -- Class A, B and C
shares 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. In general, anyone who is eligible to purchase Class Z shares,
which do not incur Rule 12b-1 fees or sales charges, should do so in preference
over other classes.
SALES CHARGES
Your purchases of Class Z shares generally are at net asset value, which is the
value of a Fund share excluding any sales charge. Class Z shares are not subject
to an initial sales charge when purchased, or a contingent deferred sales charge
when sold.
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 Liberty Funds Distributor, Inc.
at net asset value. 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 its
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" also 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
(usually on the next business day after your request is received in "good
form"). However, if you purchased your shares by check, the Fund may delay
sending the proceeds from the sale of your shares for up to 15 days after your
purchase to protect against checks that are returned. No interest will be paid
on uncashed redemption checks.
7
<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
financial advisor sell 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, unless
you have notified the Fund of an address change
within the previous 30 days. 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. Certain restrictions apply to retirement
accounts. For details, call 1-800-345-6611.
By mail You may send a signed letter of instruction or stock
power form to the address below. In your letter of
instruction, note the 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 owners. For
details, call 1-800-345-6611.
Mail your letter of instruction 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>
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 net asset value (NAV). The NAV is determined at the close of
regular trading on 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 the distributor. In most cases,
in order to receive that day's price, the distributor 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 Class Z 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. Because the Fund holds securities
that are traded on foreign exchanges, the value of the Fund's securities may
change on days when shareholders will not be able to buy or sell Fund shares.
This will affect the Fund's NAV on the day it is next determined. 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 share classes for the Fund in most major
daily newspapers under the caption "Liberty." 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>
YOUR ACCOUNT
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may realize
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 Represents interest and dividends earned from securities held
by the Fund.
Capital gains Represents net long-term capital gains on sales of securities
held for more than 12 months and net short-term capital gains,
which are gains on sales of securities held for a 12-month
period or less.
DISTRIBUTION OPTIONS The Fund distributes dividends quarterly and any capital
gains (including short-term capital gains) at least annually. You can choose one
of the options listed in the table below for these distributions when you open
your account(5). 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 (see options below) and reinvest capital gains(6)
Receive all distributions in cash (with one of the following options)(6):
- - 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
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 distributions of dividends, interest and short-term capital
gains are taxable as ordinary income. Distributions of long-term capital gains
are generally taxable as such, regardless of how long you have held your Fund
shares. 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 distribution 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 foreign, federal, 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, state and local income tax.
(5) 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.
(6) 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, Massachusetts 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, 2000, Colonial managed over $15 billion in assets.
Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe & Farnham Incorporated (Stein Roe). Colonial is part of a larger business
unit that includes several separate legal entities known as Liberty Funds Group
LLC (LFG). The LFG business unit and Stein Roe are managed by a single
management team. Stein Roe, Colonial and the other LFG entities also share
personnel, facilities and systems that may be used in providing administrative
or operational services to the Fund. Stein Roe is a registered investment
advisor. Colonial, the other entities that make up LFG and Stein Roe are
subsidiaries of Liberty Financial Companies, Inc.
For the 1999 fiscal year, aggregate advisory fees paid to Colonial by the Fund
amounted to 0.53% 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
The portfolio managers of the Fund's equity investments are as follows:
JOHN E. LENNON, a chartered financial analyst and a senior vice president
(formerly a vice president) of Colonial, has co-managed the Fund since October,
1997 and has managed various other Colonial equity funds since 1982.
PETER WILEY, a chartered financial analyst and a vice president of Colonial, has
co-managed the Fund since June, 1999. Prior to joining Colonial in June, 1999,
Mr. Wiley was a senior portfolio manager and principal at State Street Global
Advisors from April, 1997 to March, 1999 and a vice president at Colonial from
August, 1992 to April, 1997.
The portfolio managers of the Fund's fixed income investments are as follows:
11
<PAGE>
MANAGING THE FUND
LESLIE W. FINNEMORE, a senior vice president (formerly a vice president) of
Colonial, has co-managed the Fund since December, 1997 and has managed various
other Colonial taxable fixed-income funds since 1987.
ANN T. PETERSON, a chartered financial analyst and a vice president of Colonia,
has co-managed the Fund since July, 1999. Ms. Peterson has also served as a
co-manager of various other Colonial taxable income funds since 1993.
12
<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS
UNDERSTANDING THE FUND'S
OTHER INVESTMENTS AND RISKS
The Fund's primary investments and risks are described under "The Fund --
Primary Investment Strategies" and "The Fund -- Primary Investment Risks." In
seeking to meet its investment goals, the Fund may also invest in other
securities and use certain investment techniques. These securities and
investment techniques offer opportunities and carry various risks.
The Fund may elect not to buy any of these securities or use any of these
techniques unless it believes that doing so will help the Fund achieve its
investment goals. The Fund may not always achieve its investment goals.
Additional information about the Fund's securities and investment techniques, as
well as the Fund's fundamental and non-fundamental investment policies, is
contained in the Statement of Additional Information.
The Fund's primary investment strategies and their associated risks are
described above. This section describes other investments the Fund may make and
the risks associated with them. 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,
which you may obtain free of charge (see back cover). Approval by the Fund's
shareholders is not required to modify or change any of the Fund's investment
goals or investment strategies.
DERIVATIVE 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, commonly referred to as derivatives, involve the
use of financial instruments whose value depend on, or are derived from, the
value of an underlying security, index or currency. The Fund may use these
strategies to adjust the Fund's sensitivity to changes in interest rates or for
other hedging purposes (i.e., attempting to offset a potential loss in one
position by establishing an interest in an opposite position). Derivative
strategies involve the risk that they may exaggerate a loss, potentially losing
more money than the actual cost of the derivative, or limit a potential gain.
Also, with some derivative 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 that 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 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.
TEMPORARY DEFENSIVE STRATEGIES
At times, the advisor may determine that adverse market conditions make it
desirable to temporarily suspend 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.
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 four 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 you would have earned (or lost) on
an investment in the Fund (assuming reinvestment of all dividends and
distributions). The information for the year ended October 31, 1999, has been
derived from the Fund's financial statements which have been audited by Ernst &
Young LLP, independent auditors, whose report, along with the Fund's financial
statements, is included in the Fund's annual report. The information for periods
prior to October 31, 1999, has been derived form the Fund's financial statements
which have been audited by PricewaterhouseCoopers LLP, independent accountants,
whose report expressed an unqualified opinion on the financial highlights. You
can request a free annual report by calling 1-800-426-3750.
THE FUND
<TABLE>
<CAPTION>
Year ended October 31
1999 1998 1997 1996 1995(a)
Class Z Class Z Class Z Class Z Class Z
<S> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 10.390 11.170 9.500 8.940 8.780
INCOME FROM INVESTMENT OPERATIONS ($):
Net investment income (b) 0.240 0.261 0.184 0.186 0.041
Net realized and
unrealized gain 1.343 0.685 2.225 1.192 0.167
Total from Investment Operations 1.583 0.946 2.409 1.378 0.208
LESS DISTRIBUTIONS
DECLARED TO SHAREHOLDERS ($):
From net investment income (0.255) (0.276) (0.171) (0.182) (0.048)
From net realized gains (0.438) (1.450) (0.568) (0.636) ---
Total Distributions Declared to
Shareholders (0.693) (1.726) (0.739) (0.818) (0.048)
Net asset value--
End of period ($) 11.280 10.390 11.170 9.500 8.940
Total return (c) (%) 15.92 9.35 27.10 16.50 2.02(d)
RATIOS TO AVERAGE NET ASSETS (%):
Expenses 0.88(e) 0.88(e) 0.90(e) 0.91 0.93(f)
Net investment income 2.26(e) 2.46(e) 1.80(e) 2.06 2.66(f)
Portfolio turnover (%) 74 69 71 38 66
Net assets at end of period (000) ($) 3 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.
14
<PAGE>
NOTES
15
<PAGE>
NOTES
16
<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 Statement of Additional Information for more
information on the Fund and the securities in which it invests. The Statement of
Additional Information 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 Statement of Additional Information,
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 Edgar databased on the Securities and Exchange Commission internet site
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
electronic request at the E-mail address [email protected] or by writing the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102
Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.
INVESTMENT COMPANY ACT FILE NUMBER:
Liberty Funds Trust III (formerly Colonial Trust III): 811-881
- - The Colonial Fund
[LIBERTY FUNDS LOGO]
ALL-STAR - COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc.(c)2000
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
www.libertyfunds.com
XX-001 000X-0000X (XXX)
<PAGE>
COLONIAL GLOBAL EQUITY FUND PROSPECTUS, MARCH 1, 2000
CLASS A, B, & C SHARES
Advised by Colonial Management Associates, Inc.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<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 ................................................. 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
FINANCIAL HIGHLIGHTS ................................................... 13
</TABLE>
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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 May Lose Value
Insured No Bank Guarantee
<PAGE>
INVESTMENT GOAL
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. 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 Fund's investment advisor may determine that adverse market
conditions make it desirable to temporarily suspend 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
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, which you may obtain free of
charge (see back cover). Approval by the Fund's shareholders is not required to
modify or change the Fund's investment goal or investment strategies.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances (including additional risks that are not described here) which
could prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions.
Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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
2
<PAGE>
THE FUND
UNDERSTANDING PERFORMANCE
CALENDAR YEAR TOTAL RETURN shows the Fund's Class A share performancefor each
complete calendar year since it commenced operations. It includes the effect
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 the 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 Morgan Stanley Capital International World
(GDP) Index (MSCI Index), an unmanaged index that tracks the performance of
global 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, Global 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.
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.
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 A shares. The
performance table following the bar chart shows how the Fund's average annual
returns for Class A, B and C shares 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. Performance results include the
effect of expense reduction arrangements, if any. If these arrangements were not
in place, then the performance results would have been lower. Any reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance.
CALENDER YEAR TOTAL RETURNS (CLASS A)
[BAR GRAPH]
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
35.20% (1.62)% 16.45% 19.03% 14.55% 17.12% 15.84%
</TABLE>
For period shown in bar chart:
Best quarter: 4th quarter 1998, +17.77%
Worst quarter: 3rd quarter 1998, -14.74%
3
<PAGE>
THE FUND
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
LIFE OF THE
1 YEAR 5 YEARS FUND
<S> <C> <C> <C>
Class A (%) 9.18 15.21 13.40
Class B (%) 9.98 15.45 13.38
Class C (%) 13.96 15.68(1) 13.38(1)
MSCI Index (%) 27.26 19.01 15.55(2)
Lipper Average (%) 33.68 18.40 15.73(2)
</TABLE>
(1) Class C is a newer class of shares. Its performance information
includes returns of the Fund's Class B shares (the oldest existing fund
class with a similar cost structure) for periods prior to the inception
of the newer class of shares. The Class B share returns are not
restated to reflect any differences in expenses (such Rule 12b-1 fees)
between Class B 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 would be lower. Class A shares were initially
offered on June 8, 1992, Class B shares were initially offered on
June 8, 1992, and Class C shares were initially offered on August 1,
1997.
(2) Performance information is from June 30, 1992.
4
<PAGE>
The Fund
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, brokerage costs, 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. 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
- - Assumes reinvestment of all dividends and distributions
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(3) (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 lesser of purchase
price or redemption price) 1.00(4) 5.00 1.00
Redemption fee (%) (as a percentage of
amount redeemed, if applicable) (5) (5) (5)
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management fee(6) (%) 0.95 0.95 0.95
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
Other expenses(6) (%) 0.55 0.55 0.55
Total annual fund operating expenses(6) (%) 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 $1,094 $1,469 $2,519
Class B: did not sell your shares $253 $779 $1,331 $2,652
sold all your shares at
the end of the period $753 $1,079 $1,531 $2,652
Class C: did not sell your shares $253 $779 $1,331 $2,836
sold all your shares at
the end of the period $353 $779 $1,331 $2,836
</TABLE>
(3) A $10 annual fee is deducted from accounts of less than $1,000 and paid
to the transfer agent.
(4) This charge applies only to certain Class A shares bought without an
initial sales charge that are sold within 18 months of purchase.
(5) There is a $7.50 charge for wiring sale proceeds to your bank.
(6) The Fund's advisor voluntarily agreed to waive advisory fees and
reimburse the Fund for certain expenses so that the total annual fund
operating expenses (exclusive of distribution and service fees,
brokerage commissions, interest, taxes and extraordinary expenses, if
any) will not exceed 1.65%. As a result, the actual management fee for
each share class would be 0.85% and total annual fund operating
expenses for Class A, B and C shares would be 1.65%, 2.40% and 2.40%,
respectively. This arrangement may be terminated by the advisor a
any time.
5
<PAGE>
YOUR ACCOUNT
INVESTMENT MINIMUMS(7)
<TABLE>
<S> <C>
Initial Investment ....................................... $1,000
Subsequent Investments ................................... $ 50
Automatic Investment Plan ................................ $ 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. "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 THE VARIOUS OPTIONS FOR BUYING 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
(new account) 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 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 or your financial advisor may acquire shares by
exchanging shares you own in one fund for shares of
the same class of the Fund at no additional cost.
There may be an additional charge if exchanging from
a money market fund. 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
funds transfer transferring money from your bank account to your
fund account by calling 1-800-422-3737. Electronic
fund transfers may take up to two business days to
settle and be considered in "good form". 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
investment plan automatically from your bank account to your fund
account. You can select a pre-authorized amount to be
sent via electronic funds transfer. 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 the Fund at
no additional sales charge. To invest your dividends
in another fund, call 1-800-345-6611.
(7) 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
$250,000 or more 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 Statement of Additional Information.
CLASS A SHARES Your purchases of Class A shares generally are at the public
offering price. This price includes a sales charge that is based on the amount
of your initial investment when you open your account. A portion of the sales
charge is the commission paid to the financial advisor firm on the sale of Class
A shares. 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.
CLASS A SALES CHARGES
<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE 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(8) 0.00 0.00 0.00
</TABLE>
(8) Class A shares bought without an initial sales charge in accounts
aggregating $1 million to $5 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 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. Purchases in accounts
aggregating over $5 million are subject to a 1.00% CDSC only to the
extent that the sale of shares within 18 months of purchase cause the
value of the account to fall below the $5 million level. 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, a sales
charge applied at the time you sell your shares. 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 net asset value 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 distributor 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(9)
</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 on the amount you had invested to that
date. 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 Statement of Additional Information 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 they do carry a CDSC that is imposed
only on shares sold prior to the completion of the periods shown in the charts
below. The CDSC generally declines each year and eventually disappears over
time.Class B shares automatically convert to Class A shares after eight years.
The distributor pays the financial advisor firm an up-front commission of
5.00% on sales of Class B shares.
(9) Paid over 12 months but only to the extent the shares remain
outstanding.
8
<PAGE>
YOUR ACCOUNT
CLASS B SALES CHARGES
<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 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 1.00% 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. The distributor pays the financial
advisor an up-front commissionof 1.00% on sales of Class C shares.
CLASS C SALE CHARGES
<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 Liberty Funds Distributor, Inc. at net asset value. 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 its ability to manage the Fund.
To exchange by telephone, call 1-800-422-3737.
10
<PAGE>
YOUR ACCOUNT
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" also 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
(usually on the next business day after your request is received in "good
form"). However, if you purchased your shares by check, the Fund may delay
sending the proceeds from the sale of your shares for up to 15 days after your
purchase to protect against checks that are returned. No interest will be paid
on uncashed redemption checks.
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
financial advisor sell 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, unless
you have notified the Fund of an address change
within the previous 30 days. 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. Certain restrictions apply to retirement
accounts. For details, call 1-800-345-6611.
By mail You may send a signed letter of instruction or stock
power form along with any certificates to be sold to
the address below. In your letter of instruction,
note the 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 owners. For details,
call 1-800-345-6611.
Mail your letter of instruction 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 fee and service fee may equal up to 0.00% and 0.25%, respectively,
for Class A shares and 0.75% and 0.25%, respectively, 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.(10)
(10) Class B shares automatically convert to Class A shares after eight
years eliminating the distribution fee upon conversion.
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 net asset value (NAV). The NAV is determined at the close
of regular trading on 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 the distributor. In most cases, in order to receive that day's
price, the distributor 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 each class's total
net assets by the number of that class's 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. Because the Fund holds securities that are traded on
foreign exchanges, the value of the Fund's securities may change on days when
shareholders will not be able to buy or sell Fund shares. This will affect the
Fund's NAV on the day it is next determined. 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 share classes for the Fund in most major
daily newspapers under the caption "Liberty." 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 the distributor.
13
<PAGE>
YOUR ACCOUNT
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may realize
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 Represents interest and dividends earned from
securities held by the Fund.
Capital gains Represents net long-term capital gains on sales of
securities held for more than 12 months and net
short-term capital gains, which are gains on sales of
securities held for a 12-month period or less.
DISTRIBUTION OPTIONS The Fund distributes dividends semi-annually and any
capital gains (including short-term capital gains) at least annually. You can
choose one of the options listed in the table below for these distributions when
you open your account.(11) 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 (see options below) and reinvest capital gains(12)
Receive all distributions in cash (with one of the following options) (12):
- - 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
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 distribution of dividends, interest and short-term capital gains
are taxable as ordinary income. Distributions of long-term capital gains are
generally taxable as such, regardless of how long you have held your Fund
shares. 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 distribution 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 foreign, federal, 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, state and local income tax.
(11) 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.
(12) 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
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, 2000,
Colonial Management managed over $15 billion in assets.
Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe & Farnham Incorporated (Stein Roe). Colonial is part of a larger business
unit that includes several separate legal entities known as Liberty Funds Group
LLC (LFG). The LFG business unit and Stein Roe are managed by a single
management team. Stein Roe, Colonial and the other LFG entities also share
personnel, facilities and systems that may be used in providing administrative
or operational services to the Fund. Stein Roe is a registered investment
advisor. Colonial, the other entities that make up LFG and Stein Roe are
subsidiaries of Liberty Financial Companies, Inc.
For the 1999 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
NICHOLAS GHAJA, an assistant vice president of Colonial, manages the Fund. Mr.
Ghajar has been either an associate portfolio manager or an equity analyst of
various equity funds since 1991.
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 is included in the Fund's financial statements which have 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>
Year ended October 31,
1999 1998 1997
Class A Class B Class C Class A Class B Class C Class A Class B Class C(f)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 14.160 13.980 14.100 14.280 14.130 14.260 13.440 13.350 15.390
INCOME FROM INVESTMENT OPERATIONS ($):
Net investment income (loss) (a)(b) (0.008) (0.117) (0.117) 0.075 (0.032) (0.033) 0.169 0.065 (0.025)
Net realized and unrealized gain (loss) 1.671 1.650 1.660 1.478 1.444 1.474 2.179 2.158 (1.105)(g)
Total from Investment Operations 1.663 1.533 1.543 1.553 1.412 1.441 2.348 2.223 (1.130)
=============================================================================
LESS DISTRIBUTIONS
DECLARED TO SHAREHOLDERS ($):
From net investment income --- --- --- (0.087) (0.020) (0.043) (0.065) --- ---
In excess of net investment income --- --- --- (0.056) (0.012) (0.028) --- --- ---
From net realized gains (0.793) (0.693) (0.733) (1.530) (1.530) (1.530) (1.443) (1.443) ---
Total Distributions
Declared to Shareholders (0.793) (0.693) (0.733) (1.673) (1.562) (1.601) (1.508) (1.443) ---
=============================================================================
Net asset value--
End of period ($) 15.030 14.820 14.910 14.160 13.980 14.100 14.280 14.130 14.260
Total return (c)(d) (%) 12.06 11.20 11.20 11.62 10.64 10.77 18.92 18.02 (7.34)(h)
=============================================================================
RATIOS TO AVERAGE NET ASSETS (%):
Expenses (e) 1.65 2.40 2.40 1.65 2.40 2.40 1.58 2.33 2.44(i)
Net investment income (loss) (e) (0.05) (0.80) (0.80) 0.53 (0.22) (0.22) 1.22 0.47 (0.68)(i)
Fees and expenses waived or
borne by the Advisor (e) 0.10 0.10 0.10 0.11 0.11 0.11 --- --- ---
Portfolio turnover (%) 65 65 65 42 42 42 90 90 90
Net assets at end of period (000) ($) 53,905 78,682 2,341 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
($): 0.015 0.015 0.015 0.015 0.015 0.015 --- --- ---
</TABLE>
(b) Per share data was calculated using average shares outstanding during
the period.
(c) Total return at net asset value assuming all distributions reinvested
and no initial sales charge or contingent deferred sales charge.
(d) Had the Advisor not waived or reimbursed a portion of expenses, total
return would have been reduced.
(e) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
(f) Class C shares were initially offered on August 1, 1997. Per share
amounts reflects activity from that date.
(g) The amount shown for a share outstanding does not correspond with the
aggregate net gain on investments for the period due to the timing of
sales and repurchases of Fund shares in relation to fluctuating market
values of the investments of the Fund.
(h) Not annualized.
(i) Annualized.
16
<PAGE>
FINANCIAL HIGHLIGHTS
The Fund
<TABLE>
<CAPTION>
Year ended October 31,
1996 1995
Class A Class B Class A Class B
<S> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 12.450 12.390 12.690 12.630
INCOME FROM INVESTMENT OPERATIONS ($):
Net investment income (a)(b) 0.123 0.027 0.167 0.076
Net realized and unrealized gain (loss) 1.664 1.634 0.735 0.735
Total from Investment Operations 1.787 1.661 0.902 0.811
LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS ($):
From net investment income (0.098) (0.027) (0.198) (0.107)
In excess of net investment income (0.035) (0.010) -- --
From net realized gains (0.664) (0.664) (0.944) (0.944)
Total Distributions
Declared to Shareholders (0.797) (0.701) (1.142) (1.051)
Net asset value--
End of period ($) 13.440 13.350 12.450 12.390
Total return (c) (%) 15.10 14.04 8.23(d) 7.43(d)
RATIOS TO AVERAGE NET ASSETS (%):
Expenses (e) 1.58 2.33 1.36 2.11
Fees and expenses waived or
borne by the Advisor (e) (%) -- -- 0.26 0.26
Net investment income (e) 0.96 0.21 1.40 0.65
Portfolio turnover 125 125 74 74
Net assets at end of period (000) ($) 19,092 65,714 11,501 59,131
(a) Net of fees and expenses waived or
borne by the Advisor which amounted
to ($): -- -- 0.031 0.031
</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.
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 Statement of Additional Information for more
information on the Fund and the securities in which it invests. The Statement of
Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commissioninternet site
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
electronic request at the E-mail address [email protected] or by writing the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102
Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.
INVESTMENT COMPANY ACT FILE NUMBER:
Liberty Funds Trust III (formerly Colonial Trust III): 811-881
- - Colonial Global Equity Fund
[LIBERTY FUNDS LOGO]
ALL-STAR - COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc.(c)2000
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
www.libertyfunds.com
xxx-xxx
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
COLONIAL INTERNATIONAL HORIZONS FUND Prospectus, March 1, 2000
- --------------------------------------------------------------------------------
CLASS A, B AND C SHARES
Advised by Colonial Management Associates, Inc.
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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 OF CONTENTS
THE FUND 2
- --------------------------------------------------------------------------------
Investment Goals...............................................................2
Primary Investment Strategies..................................................2
Primary Investment Risks.......................................................2
Performance History............................................................2
Your Expenses..................................................................2
YOUR ACCOUNT 12
- --------------------------------------------------------------------------------
How to Buy Shares.............................................................12
Sales Charges.................................................................13
How to Exchange Shares........................................................16
How to Sell Shares............................................................16
Distribution and Service Fees.................................................17
Other Information About Your Account..........................................18
MANAGING THE FUND 20
- --------------------------------------------------------------------------------
Investment Advisor............................................................20
Portfolio Manager.............................................................20
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 23
- --------------------------------------------------------------------------------
- -----------------------------
Not FDIC May Lose Value
Insured -------------------
No Bank Guarantee
- -----------------------------
<PAGE>
- --------------------------------------------------------------------------------
THE 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
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 temporarily suspend 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
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, which you may obtain free of
charge (see back cover). 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 (including additional risks that are not described here) which
could prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions.
Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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
----
2
<PAGE>
THE FUND
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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.
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. This
may concentrate issuer risk and, therefore, the Fund may have an increased
risk of loss compared to a similar diversified mutual fund.
----
3
<PAGE>
THE 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 the 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 Morgan Stanley Capital International
EAFE (GDP) Index (Morgan Stanley Index), an unmanaged index that tracks the
performance of international 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. International 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.
---------------------------------------------------------------------------
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 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.
---------------------------------------------------------------------------
Calendar Year Total Returns (Class A)
---------------------------------------------------------------------------
[PERFORMANCE GRAPH]
1993 33.76%
1994 -0.93%
1995 13.06%
1996 20.63%
1997 5.95%
1998 10.56%
1999 29.21%
For period shown in bar chart:
Best quarter: 4th quarter 1999, +22.22%
Worst quarter: 3rd quarter 1998, -17.00%
---------------------------------------------------------------------------
Average Annual Total Returns -- for Periods Ended December 31, 1999
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 YEAR 5 YEARS LIFE OF THE FUND
<S> <C> <C> <C>
Class A (%) 21.78 14.24 12.56
---------------------------------------------------------------------------
Class B (%) 23.30 14.52 12.61
---------------------------------------------------------------------------
Class C (%) 27.31 14.81(1) 12.64(1)
---------------------------------------------------------------------------
Morgan Stanley Index (%) 31.00 16.00 13.29(2)
---------------------------------------------------------------------------
Lipper Average (%) 40.80 15.04 13.54(2)
</TABLE>
(1) Class C is the 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. 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. If differences in expenses were
reflected, the returns for periods prior to the inception of the newer
class of shares would be lower. Class A and B shares were initially
offered on June 8, 1992, and Class C shares were initially offered on
August 1, 1997.
(2) Performance information is from June 30, 1992.
----
4
<PAGE>
THE FUND
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, 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
* Assumes reinvestment of all dividends and distributions
---------------------------------------------------------------------------
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(3) (paid directly from your investment)
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum sales charge (load) on purchases (%) 5.75 0.00 0.00
(as a percentage of the offering price)
----------------------------------------------------------------------------------------------
Maximum deferred sales charge (load) on 1.00(4) 5.00 1.00
redemptions (%) (as a percentage of the
lesser of purchase price or redemption price)
----------------------------------------------------------------------------------------------
Redemption fee (%) (as a percentage of amount (5) (5) (5)
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 fees (%) 0.75 0.75 0.75
--------------------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
--------------------------------------------------------------------------------------------
Other expenses (%) 0.64 0.64 0.64
--------------------------------------------------------------------------------------------
Total annual fund operating expenses (%) 1.64 2.39 2.39
</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> <C>
Class A $732 $1,063 $1,415 $2,407
---------------------------------------------------------------------------------------------
Class B: did not sell your shares $242 $ 745 $1,275 $2,540
sold all your shares at
the end of the period $742 $1,045 $1,475 $2,540
---------------------------------------------------------------------------------------------
Class C: did not sell your shares $242 $ 745 $1,275 $2,726
sold all your shares at
the end of the period $342 $ 745 $1,275 $2,726
</TABLE>
(3) A $10 annual fee is deducted from accounts of less than $1,000 and
paid to the transfer agent.
(4) This charge applies only to certain Class A shares bought without an
initial sales charge that are sold within 18 months of purchase.
(5) There is a $7.50 charge for wiring sale proceeds to your bank.
----
5
<PAGE>
- --------------------------------------------------------------------------------
YOUR ACCOUNT
- --------------------------------------------------------------------------------
INVESTMENT MINIMUMS(6)
Initial Investment..............$1,000
Subsequent Investments..........$ 250
Automatic Investment 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. "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 the various options for buying 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 or your financial advisor may acquire shares by
exchanging shares you own in one fund for shares of the same
class of another Fund at no additional cost. There may be an
additional charge if exchanging from a money market fund. 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
1-800-422-3737. Electronic funds transfers may take up to
two business days to settle and be considered in "good
form." 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. 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 the Fund at no
additional sales charge. To invest your dividends in another
fund, call 1-800-345-6611.
</TABLE>
6) 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 $250,000 or more 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 Statement of
Additional Information.
CLASS A SHARES Your purchases of Class A shares generally are at the public
offering price. This price includes a sales charge that is based on the
amount of your initial investment when you open your account. A portion of
the sales charge is the commission paid to the financial advisor firm on
the sale of Class A shares. 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.
---------------------------------------------------------------------------
Class A Sales Charges
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
AS A % OF THE AS A % % OF OFFERING
PUBLIC OFFERING OF YOUR PRICE
PRICE INVESTMENT RETAINED BY
FINANCIAL
AMOUNT OF PURCHASE 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(7) 0.00 0.00 0.00
</TABLE>
For Class A share purchases of $1 million or more, financial advisors
receive a commission from the distributor 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(8)
</TABLE>
(7) Class A shares bought without an initial sales charge
in accounts aggregating $1 million to $5 million at the time of
purchase are subject to a 1% CDSC if shares are sold within 18 months
of the time of purchase. Subsequent 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) Paid over 12 months but only to the extent the shares remain
outstanding.
----
7
<PAGE>
YOUR ACCOUNT
UNDERSTANDING CONTINGENT DEFERRED SALES CHARGES (CDSC)
Certain investments in Class A, B and C shares are subject to a CDSC, a
sales charge applied at the time you sell your shares. 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 net asset value 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.
---------------------------------------------------------------------------
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 on the amount you had invested to that date. 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 Statement of Additional Information 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 they do carry a CDSC
that is imposed only on shares sold prior to the completion of the periods
shown in the charts below. The CDSC generally declines each year and
eventually disappears over time. Class B shares automatically convert to
Class A shares after eight years. The distributor pays the financial
advisor firm an up-front commission of 5.00% on sales of Class B shares.
---------------------------------------------------------------------------
Class B Sales Charges
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
HOLDING PERIOD AFTER PURCHASE % DEDUCTED WHEN
<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>
----
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 1.00% 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. The distributor pays
the financial advisor firm an up-front commission of 1.00% on sales of
Class C shares.
---------------------------------------------------------------------------
Class C Sales Charges
---------------------------------------------------------------------------
<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 Liberty Funds Distributor, Inc. at net asset value. 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 its 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" also 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 (usually on the next business day after your request is received in
"good form"). However, if you purchased your shares by check, the Fund may
delay sending the proceeds from the sale of
----
9
<PAGE>
YOUR ACCOUNT
your shares for up to 15 days after your purchase to protect against checks
that are returned. No interest will be paid on uncashed redemption checks.
---------------------------------------------------------------------------
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 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, unless you have notified the Fund
of an address change within the previous 30 days. 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. Certain restrictions apply to retirement accounts. For
details, call 1-800-345-6611.
---------------------------------------------------------------------------
By mail You may send a signed letter of instruction or stock power
form along with any certificates to be sold to the address
below. In your letter of instruction, note the 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
owners. For details, call 1-800-345-6611.
Mail your letter of instruction 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 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>
----
10
<PAGE>
YOUR ACCOUNT
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.
The annual distribution fee and service fee may equal up to 0.00% and
0.25%, respectively, for Class A shares and 0.75% and 0.25%,
respectively,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.(9)
(9) Class B shares automatically convert to Class A shares after eight
years, eliminating the distribution fee upon conversion.
----
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 net asset value (NAV). The NAV is determined
at the close of regular trading on 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 the distributor. In most cases, in order to receive that
day's price, the distributor 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 each class's
total net assets by the number of that class's 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. Because the Fund holds
securities that are traded on foreign exchanges, the value of the Fund's
securities may change on days when shareholders will not be able to buy or
sell Fund shares. This will affect the Fund's NAV on the day it is next
determined. 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 share classes for the Fund in most
major daily newspapers under the caption "Liberty." 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 the
distributor.
----
12
<PAGE>
YOUR ACCOUNT
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may
realize 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 Represents interest and dividends earned from securities
held by
---------------------------------------------------------------------------
Capital gains Represents net long-term capital gains on sales of
securities held for more than 12 months and net short-term
capital gains which are gains on sales of securities held
for a 12-month period or less.
DISTRIBUTION OPTIONS The Fund distributes dividends semi-annually and any
capital gains (including short-term capital gains) at least annually. You
can choose one of the options listed in the table below for these
distributions when you open your account.(10) 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 (see options below) and reinvest capital
gains(11)
---------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(11)
* 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
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 distributions of dividends, interest and short-term capital
gains are taxable as ordinary income. Distributions of long-term capital
gains are generally taxable as such, regardless of how long you have held
your Fund shares. 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 is exempt from state and local
taxes. Your investment in the Fund may have additional personal tax
implications. Please consult your tax advisor on foreign, federal, 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, state and
local income tax.
(10) 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.
(11) 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 02111-2621, 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, 2000, Colonial managed over $15 billion in assets.
Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe & Farnham Incorporated (Stein Roe). Colonial is part of a larger business
unit that includes several separate legal entities known as Liberty Funds Group
LLC (LFG). The LFG business unit and Stein Roe are managed by a single
management team. Stein Roe, Colonial and the other LFG entities also share
personnel, facilities and systems that may be used in providing administrative
or operational services to the Fund. Stein Roe is a registered investment
advisor. Colonial, the other entities that make up LFG and Stein Roe are
subsidiaries of Liberty Financial Companies, Inc.
For the 1999 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 MANAGER
- --------------------------------------------------------------------------------
NICHOLAS GHAJAR, an assistant vice president of Colonial, manages the Fund. Mr.
Ghajar has been either an associate portfolio manager or an equity analyst of
various Colonial equity funds since 1989.
----
14
<PAGE>
MANAGING THE FUND
----
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 derived from the Fund's financial statements which have
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>
Year ended October 31
1999 1998 1997
Class A Class B Class C Class A Class B Class C Class A Class B Class C(a)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value --
Beginning of period ($) 12.260 12.140 12.240 15.260 15.070 15.220 14.320 14.230 15.910
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS ($):
Net investment income (loss) (b) 0.027 (0.067) (0.068) 0.032 (0.062) (0.061) 0.098 (0.011) (0.017)
- ------------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) 2.041 2.015 2.036 (0.222) (0.208) (0.181) 2.296 2.275 (0.673)(c)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations 2.068 1.948 1.968 (0.190) (0.270) (0.242) 2.394 2.264 (0.690)
====================================================================================================================================
LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($):
Net investment income --- --- --- (0.074) ---- (0.039) (0.030) ---- ----
- ------------------------------------------------------------------------------------------------------------------------------------
In excess of net investment income --- --- --- (0.076) ---- (0.039) ---- ---- ----
- ------------------------------------------------------------------------------------------------------------------------------------
From net realized gains (0.948) (0.898) (0.908) (2.660) (2.660) (2.660) (1.424) (1.424) ----
- ------------------------------------------------------------------------------------------------------------------------------------
Total Distributions Declared
to Shareholders (0.948) (0.898) (0.908) (2.810) (2.660) (2.738) (1.454) (1.424) ----
====================================================================================================================================
Net asset value --
End of period ($) 13.380 13.190 13.300 12.260 12.140 12.240 15.260 15.070 15.220
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) (d) 17.77 16.85 16.90 (1.14) (1.76) (1.53) 17.87 16.98 (4.34)(e)
====================================================================================================================================
RATIOS TO AVERAGE NET ASSETS (%):
Expenses (f) 1.64 2.39 2.39 1.68 2.43 2.43 1.62 2.37 2.39(g)
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) (f) 0.21 (0.54) (0.54) 0.24 (0.51) (0.51) 0.67 (0.08) (0.42)(g)
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 43 43 43 100 100 100 67 67 67
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 57,814 51,930 1,299 58,213 57,809 1,171 34,645 26,817 103
</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 the 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 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.
----
16
<PAGE>
FINANCIAL HIGHLIGHTS
---------------------------------------------------------------------------
The Fund
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year ended October 31
1996 1995
Class A Class B Class A Class B
<S> <C> <C> <C> <C>
Net asset value -- 12.430 12.380 13.160 13.110
-------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS ($):
Net investment income (loss)(a) 0.075 (0.026) 0.102 0.009
-------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) 2.525 2.506 (0.496) (0.489)
-------------------------------------------------------------------------------------------
Total from Investment Operations 2.600 2.480 (0.394) (0.480)
===========================================================================================
LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($):
Net investment income (0.080) ---- (0.106) (0.020)
-------------------------------------------------------------------------------------------
From net realized gains (0.630) (0.630) (0.230) (0.230)
-------------------------------------------------------------------------------------------
Total Distributions Declared
to Shareholders (0.710) (0.630) (0.336) (0.250)
===========================================================================================
Net asset value --
End of period ($) 14.320 14.230 12.430 2.380
-------------------------------------------------------------------------------------------
Total return (%) (b) 21.69 20.70 (2.88) (3.56)
===========================================================================================
RATIOS TO AVERAGE NET ASSETS (%):
Expenses (c) 1.61 2.36 1.66 2.41
-------------------------------------------------------------------------------------------
Net investment income (loss) (c) 0.56 (0.19) 0.82 0.07
-------------------------------------------------------------------------------------------
Portfolio turnover (%) 84 84 65 65
-------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 36,655 25,482 31,297 20,931
</TABLE>
(a) Per share data was calculated using the 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.
----
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 Statement of Additional Information for more
information on the Fund and the securities in which it invests.The Statement of
Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site
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
electronic request at the E-mail address [email protected] or by writing the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102
Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.
INVESTMENT COMPANY ACT FILE NUMBER:
Liberty Funds Trust III (formerly Colonial Trust III): 811-881
* Colonial International Horizons Fund
- --------------------------------------------------------------------------------
[LIBERTY FUNDS LOGO]
ALL-STAR - COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (C)2000
One Financial Center, Boston, MA 02111-2621,
1-800-426-3750
www.libertyfunds.com
<PAGE>
THE CLASS OF SHARES DESCRIBED IN THIS PROSPECTUS IS AVAILABLE FOR PURCHASE
ONLY BY OTHER INVESTMENT COMPANIES MANAGED BY AFFILIATES OF THE ADVISOR.
- --------------------------------------------------------------------------------
COLONIAL INTERNATIONAL HORIZONS FUND Prospectus, March 1, 2000
- --------------------------------------------------------------------------------
CLASS Z SHARES
Advised by Colonial Management Associates, Inc
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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 OF CONTENTS
THE FUND 2
- --------------------------------------------------------------------------------
Investment Goals ............................................................ 2
Primary Investment Strategies ............................................... 2
Primary Investment Risks .................................................... 2
Performance History ......................................................... 5
Your Expenses ............................................................... 6
YOUR ACCOUNT 7
- --------------------------------------------------------------------------------
How to Buy Shares ........................................................... 7
Sales Charges ............................................................... 8
How to Exchange Shares ...................................................... 8
How to Sell Shares .......................................................... 8
Other Information About Your Account ........................................ 10
MANAGING THE FUND 12
- --------------------------------------------------------------------------------
Investment Advisor .......................................................... 12
Portfolio Manager ........................................................... 12
FINANCIAL HIGHLIGHTS ........................................................ 15
- --------------------------------------------------------------------------------
- ----------------------------
Not FDID | May Lose Value
Insured | -----------------
| No Bank Guarantee
- ----------------------------
<PAGE>
- --------------------------------------------------------------------------------
THE 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 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
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 temporarily suspend 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
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
free of charge (see back cover). 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 (including additional risks that are not described here) which
could prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions.
Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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
----
2
<PAGE>
THE FUND
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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.
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. This
may concentrate issuer risk and , therefore, the Fund may have an increased
risk of loss compared to a similar diversified mutual fund.
----
3
<PAGE>
THE 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 Class Z shares 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.
---------------------------------------------------------------------------
CALENDAR YEAR TOTAL RETURNS (CLASS A)(1)
---------------------------------------------------------------------------
1993 33.78%
1994 -0.93%
1995 13.06%
1996 20.63%
1997 5.95%
1998 10.56%
1999 29.21%
For period shown in bar chart:
Best quarter: 4th quarter 1999, +22.22%
Worst quarter: 3rd quarter 1998, -17.00%
--------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------
<TABLE>
<CAPTION>
INCEPTION 1 YEAR 5 YEARS LIFE OF THE FUND
--------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class Z(2) (%) 2/16/99 29.45(2) 15.64(2) 13.47(2)
--------------------------------------------------------------------------
Morgan Stanley Index (%) N/A 31.00 16.00 13.29(3)
--------------------------------------------------------------------------
Lipper Average (%) N/A 40.80 15.04 13.54(3)
</TABLE>
(1) Because the Class Z shares have not completed a full calendar year,
the bar chart shown is for Class A shares, the oldest existing class.
(2) 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. The 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 June 8, 1992.
(3) Performance information is from June 30, 1992.
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 the life of Fund periods. It includes the effects of
Fund expenses.
The Fund's return is compared to the Morgan Stanley Capital International EAFE
(GDP) Index (Morgan Stanley Index), an unmanaged index that tracks the
performance of international 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.
International 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.
- --------------------------------------------------------------------------------
----
4
<PAGE>
THE FUND
- --------------------------------------------------------------------------------
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, 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
* Assumes reinvestment of all dividends and distributions
- --------------------------------------------------------------------------------
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(4) (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 lesser of purchase price or
redemption price) 0.00
---------------------------------------------------------------------------
Redemption fee(5) (%) (as a percentage of amount redeemed, if
applicable (5)
</TABLE>
---------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
CLASS Z
<S> <C>
Management fee (%) 0.75
---------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.00
---------------------------------------------------------------------------
Other expenses (%) 0.64
---------------------------------------------------------------------------
Total annual fund operating expenses (%) 1.39
</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>
$142 $440 $761 $1,669
</TABLE>
---------------------------------------------------------------------------
(4) A $10 annual fee is deducted from accounts of less than $1,000 and
paid to the transfer agent.
(5) There is a $7.50 charge for wiring sale proceeds to your bank.
----
5
<PAGE>
- --------------------------------------------------------------------------------
YOUR ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WHO IS ELIGIBLE TO BUY
CLASS Z SHARES?
Class Z shares of the Fund may be purchased only by other investment companies
managed by affiliates of the advisor.(6)
- --------------------------------------------------------------------------------
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. "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 THE VARIOUS OPTIONS FOR BUYING SHARES:
---------------------------------------------------------------------------
METHOD INSTRUCTIONS
<TABLE>
<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 or your financial advisor 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. There
may be an additional charge if exchanging from a money market
fund. 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 from your bank account to your fund account by calling
1-800-422-3737. Electronic funds transfers may take up to two
business days to settle and be considered in "good form." 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. 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 the Fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>
(6) The Fund reserves the right to change the criteria for eligible investors.
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 one class of shares in this prospectus -- CLASS Z.
The Fund also offers three additional classes of shares -- Class A, B and C
shares 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. In general, anyone who is eligible to purchase Class Z shares,
which do not incur Rule 12b-1 fees or sales charges, should do so in preference
over other classes.
- --------------------------------------------------------------------------------
SALES CHARGES
---------------------------------------------------------------------------
Your purchases of Class Z shares are at net asset value, which is
the value of a Fund share excluding any sales charge. Class Z shares are
not subject to an initial sales charge when purchased, or a contingent
deferred sales charge when sold.
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 Liberty Funds
Distributor, Inc. at net asset value. 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 its 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.
----
7
<PAGE>
YOUR ACCOUNT
The Fund will generally send proceeds from the sale to you within seven
days (usually on the next business day after your request is received in
"good form"). However, if you purchased your shares by check, the Fund may
delay sending the proceeds from the sale of your shares for up to 15 days
after your purchase to protect against checks that are returned. No
interest will be paid on uncashed redemption checks.
---------------------------------------------------------------------------
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 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, unless you have notified the Fund of an
address change within the previous 30 days. 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. Certain
restrictions apply to retirement accounts. For details, call
1-800-345-6611.
- ---------------------------------------------------------------------------------------
By mail You may send a signed letter of instruction or stock power form
along with any certificates to be sold to the address below.
In your letter of instruction, note the 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 owners. For details, call
1-800-345-6611.
Mail your letter of instruction 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 net asset value (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 the
distributor. In most cases, in order to receive that day's price, the
distributor 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. Because the Fund holds
securities that are traded on foreign exchanges, the value of the Fund's
securities may change on days when shareholders will not be able to buy or
sell Fund shares. This will affect the Fund's NAV on the day it is next
determined. 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 share classes for the Fund in most
major daily newspapers under the caption "Liberty." 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>
YOUR ACCOUNT
- --------------------------------------------------------------------------------
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may realize
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 Represents interest and dividends earned from securities
held by the Fund.
---------------------------------------------------------------------------
Capital gains Represents net long-term capital gains on sales of
securities held for more than 12 months and net short-term
capital gains which are gains on sales of securities held
for a 12-month period or less.
DISTRIBUTION OPTIONS The Fund distributes dividends semi-annually and any
capital gains (including short-term capital gains) at least annually. You
can choose one of the options listed in the table below for these
distributions when you open your account.(7) 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 (see options below) and reinvest capital gains(8)
---------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(8)
* 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
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 distributions of dividends, interest and short-term capital
gains are taxable as ordinary income. Distributions of long-term capital
gains are generally taxable as such, regardless of how long you have held
your Fund shares. 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 distribution 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 foreign,
federal, 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, state and
local income tax.
(7) 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.
(8) 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, Massachusetts 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, 2000, Colonial managed over $15 billion in assets.
Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate,
Stein Roe & Farnham Incorporated (Stein Roe). Colonial is part of a larger
business unit that includes several separate legal entities known as
Liberty Funds Group LLC (LFG). The LFG business unit and Stein Roe are
managed by a single management team. Stein Roe, Colonial and the other LFG
entities also share personnel, facilities and systems that may be used in
providing administrative or operational services to the Fund. Stein Roe is
a registered investment advisor. Colonial, the other entities that make up
LFG and Stein Roe are subsidiaries of Liberty Financial Companies, Inc.
For the 1999 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 MANAGER
---------------------------------------------------------------------------
NICHOLAS GHAJAR, an assistant vice president of Colonial, manages the Fund.
Mr. Ghajar has been either an associate portfolio manager or an equity
analyst of various Colonial equity funds since 1989.
----
11
<PAGE>
MANAGING THE FUND
----
12
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The financial highlights table is intended to help you understand the
Fund's financial performance. Information is shown for the period February
16, 1999 (inception date) to October 31, 1999. 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 derived from the Fund's financial statements which
have 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>
Year ended October 31,
1999
Class Z(a)
Net asset value --
Beginning of period ($) 11.950
- -------------------------------------------------------------------
<S> <C>
INCOME FROM INVESTMENT
OPERATIONS ($):
Net investment income (loss) (b) 0.076
- -------------------------------------------------------------------
Net realized and unrealized gain 1.374
- -------------------------------------------------------------------
Total from Investment Operations 1.450
- -------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($):
From net realized gains ---
- -------------------------------------------------------------------
Net asset value--
End of period ($) 13.400
- -------------------------------------------------------------------
Total return (%) (c)(d) 12.13
- -------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses (e)(f) 1.37
- -------------------------------------------------------------------
Net investment income (loss) (e)(f) 0.85
- -------------------------------------------------------------------
Portfolio turnover (%) 43
- -------------------------------------------------------------------
Net assets at end of period (000)($) 5,429
</TABLE>
(a) Class Z shares were initially offered on February 16, 1999. Per share
amounts reflect activity from that date.
(b) Per share data was calculated using the 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
- --------------------------------------------------------------------------------
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----
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 Statement of Additional Information for more
information on the Fund and the securities in which it invests. The
Statement of Additional Information 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 Statement of Additional
Information, 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 Edgar database on the Securities and Exchange Commission
internet site 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 electronic request at the E-mail address [email protected] or by
writing the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102
Information on the operation of the Public Reference Room may be obtained
by calling 1-202-942-8090.
INVESTMENT COMPANY ACT FILE NUMBER:
Liberty Funds Trust III (formerly Colonial Trust III): 811-881
* Colonial International Horizons Fund
- --------------------------------------------------------------------------------
[LIBERTY FUNDS LOGO]
ALL-STAR - COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (C)2000
One Financial Center, Boston, MA 02111-2621,
1-800-426-3750
www.libertyfunds.com
<PAGE>
COLONIAL GLOBAL UTILITIES FUND PROSPECTUS, MARCH 1, 2000
CLASS A, B AND C SHARES
Advised by Stein Roe & Farnham Incorporated
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<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 ................................................. 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
FINANCIAL HIGHLIGHTS ................................................... 14
</TABLE>
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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 May Lose Value
Insured -----------------
No Bank Guarantee
<PAGE>
THE 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, water or other sanitary
services. They also include companies engaged in telecommunications, such as
telephone, satellite, microwave and other communications media. The Fund may
invest in companies engaged in the manufacture and production of equipment
utilized in the energy and telecommunications industries.
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 Fund's
investment 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 temporarily suspend 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
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, which you may obtain free of
charge (see back cover). Approval by the Fund's shareholders is not required to
modify or change the Fund's investment goals or investment strategies.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances (including additional risks that are not described here) which
could prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions.
Utility company securities are subject to special risks. These securities are
especially affected by changes in interest rates, as well as by general
competitive and market forces in the industry. As interest rates increase, the
value of securities of utility companies tends to decrease, and vice versa. 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. Up to 35% of the
Fund's total assets may be
2
<PAGE>
THE FUND
invested in equity securities and investment grade debt securities that are not
issued by utility companies.
Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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
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 the 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 Morgan Stanley Capital International World
Index ND (MSCI Index), an unmanaged index that tracks the performance of global
stocks. The Fund's return is also compared to the Standard & Poor's Utilities
Index (S&P Index), an unmanaged index that 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 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.
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 A shares. The
performance table following the bar chart shows how the Fund's average annual
returns for Class A, B and C shares 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. 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 A)
<TABLE>
<CAPTION>
<S> <C>
1992 10.36%
1993 15.04%
1994 -6.85%
1995 18.05%
1996 12.69%
1997 22.46%
1998 17.44%
1999 26.87%
</TABLE>
For the period shown in the bar chart:
Best quarter: 4th quarter 1999, +25.44%
Worst quarter: 3rd quarter 1998, -7.41%
Average Annual Total Returns -- for periods ended December 31, 1999
<TABLE>
<CAPTION>
1 YEAR 5 YEARS LIFE OF THE FUND
<S> <C> <C> <C>
Class A (%) 19.57 18.00 13.54
Class B (%) 20.85 20.54 13.86(1)
Class C (%) 24.84 18.54(1) 13.86(1)
MSCI Index (%) 24.93 19.76 14.77 (2)
S&P Index (%) (8.88) 13.66 10.72 (2)
Lipper Average (%) 14.53 18.83 13.47 (2)
</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
classes of shares. The Class A share returns are not restated to
reflect any differences in expenses (such as Rule 12b-1 fees) between
Class A shares and the newer classes of shares. If differences in
expenses were reflected, the returns for periods prior to the inception
of the newer classes of shares would be lower. Class A shares were
initially offered on October 15, 1991, Class B shares were initially
offered on March 27, 1995 and Class shares were initially offered on
March 27, 1995.
(2) Performance information is from October 31, 1991.
4
<PAGE>
THE FUND
UNDERSTANDING EXPENSES
SHAREHOLDER 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 and administration fees, 12b-1 fees, brokerage costs, 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:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain the same
- - Assumes reinvestment of all dividends and distributions
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 CHARGES(3) (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
lesser of purchase price or redemption price) 1.00(4) 5.00 1.00
Redemption fee (%) (as a percentage of amount
redeemed, if applicable) (5) (5) (5)
</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 (%) 0.65 0.65 0.65
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
Other expenses (%) 0.42 0.42 0.42
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 $2,074
Class B: did not sell your shares $210 $649 $1,114 $2,208
sold all your shares at
the end of the period $710 $949 $1,314 $2,208
Class C: did not sell your shares $210 $649 $1,114 $2,400
sold all your shares at
the end of the period $310 $649 $1,114 $2,400
</TABLE>
(3) A $10 annual fee is deducted from accounts of less than $1,000 and paid
to the transfer agent.
(4) This charge applies only to certain Class A shares bought without an
initial sales charge that are sold within 18 months of purchase.
(5) There is a $7.50 charge for wiring sale proceeds to your bank.
5
<PAGE>
YOUR ACCOUNT
INVESTMENT MINIMUMS(6)
<TABLE>
<S> <C>
Initial Investment ....................................... $1,000
Subsequent Investments ................................... $ 50
Automatic Investment Plan ................................ $ 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. "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 the various options for buying 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
(new account) 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 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 or your financial advisor may acquire shares by
exchanging shares you own in one fund for shares of
the same class of the Fund at no additional cost.
There may be an additional charge if exchanging from
a money market fund. 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
funds transfer transferring money from your bank account to your
fund account by calling 1-800-422-3737. Electronic
fund transfers may take up to two business days to
settle and be considered in "good form". 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
investment plan automatically from your bank account to your fund
account. You can select a pre-authorized amount to be
sent via electronic funds transfer. 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 the Fund at
no additional sales charge. To invest your dividends
in another fund, call 1-800-345-6611.
(6) 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
$250,000 or more 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 Statement of Additional Information.
CLASS A SHARES Your purchases of Class A shares generally are at the public
offering price. This price includes a sales charge that is based on the amount
of your initial investment when you open your account. A portion of the sales
charge is the commission paid to the financial advisor firm on the sale of Class
A shares. 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.
CLASS A SALES CHARGES
<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE 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(7) 0.00 0.00 0.00
</TABLE>
(7) Class A shares bought without an initial sales charge in accounts
aggregating $1 million to $5 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 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. Purchases in accounts
aggregating over $5 million are subject to a 1.00% CDSC only to the
extent that the sale of shares within 18 months of purchase cause the
value of the accounts to fall below the $5 million level.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, a sales
charge applied at the time you sell your shares. 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 net asset value 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 distributor 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(8)
</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 on the amount you had invested to that
date. 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 Statement of Additional Information for a description
of these situations.
CLASS B SHARES Your purchases of Class B shares are at the Fund's Class B NAV.
Class B shares have no front-end sales charge, but they do carry a CDSC that is
imposed only on shares sold prior to the completion of the periods shown in the
charts below. The CDSC generally declines each year and eventually disappears
over time. Class B shares automatically convert to Class A shares after
eights years. The distributor pays the financial advisor firm an up-front
commission of 5.00% on sales of Class B shares.
CLASS B SALES CHARGES
<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>
(8) 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 Class C NAV. Although Class C shares have no front-end sales
charge, they carry a CDSC of 1.00% 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. The distributor pays the financial
advisor firm an up-front commission of 1.00% on sales of Class C shares.
CLASS C SALES CHARGES
<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 Liberty Funds Distributor, Inc. at net asset value. 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 its 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" also 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
10
<PAGE>
YOUR ACCOUNT
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
(usually on the next business day after your request is received in "good
form"). However, if you purchased your shares by check, the Fund may delay
sending the proceeds from the sale of your shares for up to 15 days after your
purchase to protect against checks that are returned. No interest will be paid
on uncashed redemption checks.
OUTLINED BELOW ARE THE VARIOUS OPTIONS FOR SELLING SHARES:
METHOD INSTRUCTIONS
Through your You may call your financial advisor to place your
financial advisor sell 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, unless
you have notified the Fund of an address change
within the previous 30 days. 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. Certain restrictions apply to retirement
accounts. For details, call 1-800-345-6611.
By mail You may send a signed letter of instruction or stock
power form along with any certificates to be sold to
the address below. In your letter of instruction,
note the 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 owners. For details,
call 1-800-345-6611.
Mail your letter of instruction
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. The annual
distribution fee and service fee may equal up to 0.00% and 0.25%, respectively,
for Class A shares and 0.75% and 0.25%, respectively, 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.(9)
(9) Class B shares automatically convert to Class A shares after eight
years, eliminating the distribution fee upon conversion.
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 net asset value (NAV). The NAV is determined at the close
of regular trading on 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 the distributor. In most cases, in order to receive that day's
price, the distributor 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 each class's total
net assets by the number of that class's 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. Because the Fund holds securities that are traded on
foreign exchanges, the value of the Fund's securities may change on days when
shareholders will not be able to buy or sell Fund shares. This will affect the
Fund's NAV on the day it is next determined. 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 share classes for the Fund in most major
daily newspapers under the caption "Liberty." 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 the distributor.
12
<PAGE>
YOUR ACCOUNT
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may realize
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 Represents interest and dividends earned from securities
held by the Fund.
Capital gains Represents net long-term capital gains on sales of
securities held for more than 12 months and net short-term
capital gains, which are gains on sales of securities held
for a 12-month period or less.
DISTRIBUTION OPTIONS The Fund distributes dividends quarterly and any capital
gains (including short-term capital gains) at least annually. You can choose one
of the options listed in the table below for these distributions when you open
your account.(10) 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 (see options below) and reinvest capital gains(11)
Receive all distributions in cash (with one of the following options) (11):
- - 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
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 distributions of dividends, interest and short-term capital
gains are taxable as ordinary income. Distributions of long-term capital gains
are generally taxable as such, regardless of how long you have held your Fund
shares. 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 distribution 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 foreign, federal, state, local or other
applicable tax laws.
(10) 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.
(11) 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>
YOUR ACCOUNT
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, state and local income taxes.
14
<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, 2000, Stein Roe managed over $24 billion in assets.
Stein Roe's mutual funds and institutional investment advisory business are part
of a larger business unit that includes several legal entities known as Liberty
Funds Group LLC (LFG). LFG includes certain affiliates of Stein Roe, principally
Colonial Management Associates, Inc. (Colonial). Stein Roe and the LFG business
unit are managed by a single management team. Stein Roe, Colonial and the other
LFG entities also share personnel, facilities and systems that may be used in
providing administrative or operational services to the Fund. Colonial is a
registered investment advisor. Stein Roe, Colonial and the other entities that
make up LFG are subsidiaries of Liberty Financial Companies, Inc.
For the 1999 fiscal year, aggregate advisory fees paid to Stein Roe by the Fund
amounted to 0.40% of average daily net assets of the Fund. On February 26, 1999,
LFC Utilities Trust collapsed into the Fund, therefore, terminating the
master/feeder fund structure. The Fund reorganized from a master/feeder
structure to a stand-alone fund. Prior to February 26, 1999, the management fee
was paid by LFC Utilities Trust.
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.
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 derived from the Fund's financial statements which have
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>
Year ended October 31,
1999 1998 1997
Class A Class B Class C Class A Class B Class C Class A Class B Class C(a)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 14.920 14.910 14.920 13.720 13.720 13.720 12.000 12.010 12.000
INCOME FROM INVESTMENT OPERATIONS ($):
Net investment income (b)(c) 0.195 0.075 0.075 0.234 0.123 0.123 0.328 0.225 0.225
Net realized and unrealized gain 2.470 2.479 2.469 2.134 2.124 2.134 1.740 1.732 1.742
Total from Investment Operations 2.665 2.554 2.544 2.368 2.247 2.257 2.068 1.957 1.967
===== ===== ===== ===== ===== ===== ===== ===== =====
LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS ($):
From net investment income (0.155) (0.044) (0.044) (0.248) (0.137) (0.137) (0.348) (0.247) (0.247)
From net realized gains (loss) (0.580) (0.580) (0.580) (0.920) (0.920) (0.920) --- --- ---
Total Distributions Declared to
Shareholders (0.735) (0.624) (0.624) (1.168) (1.057) (1.057) (0.348) (0.247) (0.247)
===== ===== ===== ===== ===== ===== ===== ===== =====
Net asset value--
End of period ($) 16.850 16.840 16.840 14.920 14.910 14.920 13.720 13.720 13.720
Total return (%) (d) 18.31 17.50 17.42 18.09 17.12 17.20 17.40 16.43 16.53
===== ===== ===== ===== ===== ===== ===== ===== =====
RATIOS TO AVERAGE NET ASSETS (%):
Expenses (c)(e) 1.33 2.08 2.08 1.30 2.05 2.05 1.31 2.06 2.06
Net investment income (c)(e) 1.21 0.46 0.46 1.58 0.83 0.83 2.46 1.71 1.71
Portfolio turnover % 43 43 43 48(f) 48(f) 48(f) 48(f) 48(f) 48(f)
Net assets at end of period (000) ($) 174,521 7,594 1,191 165,566 4,957 970 162,267 3,243 818
</TABLE>
(a) Effective July 1, 1997, Class D shares were redesignated Class C
shares.
(b) Per share data was calculated using the average shares outstanding
during the period.
(c) 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 prior to the termination of their master/feeder
fund structure on February 26, 1999.
(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.
(f) Portfolio turnover disclosed is for LFC Utilities Trust.
17
<PAGE>
FINANCIAL HIGHLIGHTS
THE FUND
<TABLE>
<CAPTION>
Year ended October 31,
1996 1995
Class A Class B Class C(b) Class A Class B(c) Class C(b)(c)
<S> <C> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 11.080 11.080 11.080 10.610 10.420 10.420
INCOME FROM INVESTMENT OPERATIONS ($):
Net investment income (d)(e) 0.427 0.340 0.340 0.536(a) 0.248(a) 0.248(a)
Net realized and unrealized gain 0.878 0.889 0.879 0.520 0.665 0.665
Total from Investment Operations 1.305 1.229 1.219 1.056 0.913 0.913
===== ===== ===== ===== ===== =====
LESS DISTRIBUTIONS DECLARED TO
SHAREHOLDERS ($):
From net investment income (0.385) (0.299) (0.299) (0.517) (0.253) (0.253)
From net realized gains (loss) --- --- --- (0.069) --- ---
Total Distributions Declared to Shareholders (0.385) (0.299) (0.299) (0.586) (0.253) (0.253)
===== ===== ===== ===== ===== =====
Net asset value--
End of period ($) 12.000 12.010 12.000 11.080 11.080 11.080
Total return (%) (f) 11.99 11.25 11.16 10.32(g) 8.82(g)(h) 8.82(g)(h)
===== ===== ===== ===== ===== =====
RATIOS TO AVERAGE NET ASSETS (%):
Expenses (e)(i) 1.38 2.13 2.13 1.29 2.05(j) 2.05(j)
Net investment income (e)(i) 3.70 2.95 2.95 5.14 3.73(j) 3.73(j)
Fees and expenses waived or borne by
Liberty Securities and LFC Utilities Trust --- --- --- 0.03 0.02(j) 0.02(j)
Portfolio turnover (%) (k) 34 34 34 46 46 46
Net assets at end of period (000) ($) 169,840 1,538 584 211,916 745 307
(a) Net of fees and expenses waived or borne
by Liberty Securities which amounted to ($): --- --- --- 0.002 --- ---
</TABLE>
(b) Effective July 1, 1997, Class D shares were redesignated Class C
shares.
(c) Class B and Class C shares were initially offered on March 27, 1995.
Per share data reflects activity from that date.
(d) Per share data was calculated using the average shares outstanding
during the period.
(e) 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) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
(j) Annualized.
(k) Portfolio turnover disclosed is for LFC Utilities Trust.
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 Statement of Additional Information for more
information on the Fund and the securities in which it invests. The Statement of
Additional Information 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 Statement of Additional Information,
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 Securities and Exchange Commission 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
electronic request at the E-Mail address [email protected] or, by writing 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:
Liberty Funds Trust III (formerly Colonial Trust III): 811-881
- - Colonial Global Utilities Fund
[LIBERTY FUNDS LOGO]
ALL-STAR - COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc.(c)2000
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
www.libertyfunds.com
xx-00/000x-0000x (x/xx)
<PAGE>
COLONIAL STRATEGIC BALANCED FUND PROSPECTUS, MARCH 1, 2000
CLASS A, B AND C SHARES
Advised by Colonial Management Associates, Inc.
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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 ............................................... 3
Performance History .................................................... 5
Your Expenses .......................................................... 6
YOUR ACCOUNT ........................................................... 7
How to Buy Shares ...................................................... 7
Sales Charges .......................................................... 8
How to Exchange Shares ................................................. 11
How to Sell Shares ..................................................... 12
Distribution and Service Fees .......................................... 13
Other Information About Your Account ................................... 14
MANAGING THE FUND ...................................................... 16
Investment Advisor ..................................................... 16
Portfolio Managers ..................................................... 16
FINANCIAL HIGHLIGHTS ................................................... 17
</TABLE>
<PAGE>
THE 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 Fund's investment advisor may vary
this allocation between debt securities and equity securities at any given time.
The advisor will also use futures and options to gain or reduce exposure to
particular securities or markets.
Equity Securities
In selecting equity securities for the Fund's portfolio, the advisor will invest
the Fund's assets in the following categories:
1. Stocks of U.S. companies of any size; and
2. 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 invest
the Fund's assets in the following categories:
1. U.S. government securities;
2. Securities issued by foreign companies, governments and
government-related entities;
3. Securities guaranteed by foreign governments;
4. Investment grade debt securities, which are bonds rated within
the four highest investment grades assigned by a nationally
recognized statistical rating organization; and
5. 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.
2
<PAGE>
THE FUND
At times, the advisor may determine that adverse market conditions make it
desirable to temporarily suspend 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
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, which you may obtain free of
charge (see back cover). Approval by the Fund's shareholders is not required to
modify or change the Fund's investment goals or investment strategies.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances (including additional risks that are not described here) which
could prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.
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. 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.
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, commonly referred to as derivatives, involve the
use of financial instruments whose value depend on, or are derived from, the
value of an underlying security, index or currency. The Fund may use these
strategies to adjust the Fund's sensitivity to changes in interest rates or for
other hedging purposes (i.e., attempting to offset a potential loss in one
position by establishing an interest in an opposite position). Derivative
strategies involve the risk that they may exaggerate a loss, potentially losing
more money than the actual cost of the derivative, or limit a potential gain.
Also, with some derivative 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.
Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. The liquidity of
3
<PAGE>
THE FUND
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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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, operating histories, markets or financial resources. They may depend
heavily on a small management team. Stocks of smaller companies may trade less
frequently, may trade in smaller volumes and may fluctuate more sharply in price
than stocks of larger companies. In addition, they may not be widely followed by
the investment community, which can lower the demand for their stock.
Because the Fund may invest in debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, 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 may impact its ability to make timely payments of interest or principal.
This could result in a decrease in the price of the security.
Lower-rated debt securities involve greater risk of loss due to credit
deterioration and are less liquid, especially during periods of economic
uncertainty or change, than higher quality 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 debt
securities have the added risk that the issuer of the security may default and
not make payment of interest or principal.
4
<PAGE>
THE 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 the 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 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. The
Fund's return is also compared to the average return of the funds included in
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.
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 A shares. The
performance table following the bar chart shows how the Fund's average annual
returns for Class A, B and C shares 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. Performance results include the
effect of expense reduction arrangements, if any. If these arrangements were not
in place, then the performance results would have been lower. Any expense
reduction arrangements may be discontinued at any time. As with all mutual
funds, past performance does not predict the Fund's future performance.
CALENDAR YEAR TOTAL RETURNS (CLASS A)
[BAR CHART]
<TABLE>
<CAPTION>
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
27.40% 15.68% 14.64% 15.51% 5.13%
</TABLE>
For period shown in bar chart:
Best quarter: 4th quarter 1998, +12.01%
Worst quarter: 3rd quarter 1998, -6.99%
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
LIFE OF THE
INCEPTION DATE 1 YEAR 5 YEARS FUND
-------------- ------ ------- ----
<S> <C> <C> <C> <C>
Class A (%) 9/19/94 0.14 14.34 12.82
Class B (%) 9/19/94 (0.10) 14.67 13.19
Class C (%) 9/19/94 3.52 14.89 13.31
S&P Index (%) N/A 21.03 28.54 27.01(1)
Lehman Index (%) N/A (2.15) 7.61 7.31(1)
Lipper Average (%) N/A 8.98 16.33 15.25(1)
</TABLE>
(1) Performance information is from September 30, 1994.
5
<PAGE>
THE FUND
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, brokerage costs, 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. 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
- - Assumes reinvestment of all dividends and distributions
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(2) (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
lesser of purchase price or redemption price) 1.00(3) 5.00 1.00
Redemption fee (%) (as a percentage of amount
redeemed, if applicable) (4) (4) (4)
</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 (%) 0.35(5) 1.00 1.00
Other expenses (%) 0.47 0.47 0.47
Total annual fund operating expenses (5) (%) 1.52(5) 2.17 2.17
</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 $622 $932 $1,265 $2,201
Class B: did not sell your shares $220 $679 $1,164 $2,339
sold all your shares at
the end of the period $720 $979 $1,364 $2,339
Class C: did not sell your shares $220 $679 $1,164 $2,503
sold all your shares at
the end of the period $320 $679 $1,164 $2,503
</TABLE>
(2) A $10 annual fee is deducted from accounts of less than $1,000 and paid
to the transfer agent.
(3) This charge applies only to certain Class A shares bought without an
initial sales charge that are sold within 18 months of purchase.
(4) There is a $7.50 charge for wiring sale proceeds to your bank.
(5) The Fund's distributor has voluntarily agreed to waive a portion of the
12b-1 fee for Class A shares. As a result, the actual 12b-1 fee for
Class A shares would be 0.30% and the total annual fund operating
expenses for Class A shares would be 1.47%. This arrangement may be
terminated by the distributor at any time.
6
<PAGE>
YOUR ACCOUNT
INVESTMENT MINIMUMS(6)
<TABLE>
<S> <C>
Initial Investment ....................................... $1,000
Subsequent Investments ................................... $ 50
Automatic Investment Plan ................................ $ 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. "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 THE VARIOUS OPTIONS FOR BUYING 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 or your financial advisor may acquire shares by exchanging
shares you own in one fund for shares of the same class of the
Fund at no additional cost. There may be an additional charge
if exchanging from a money market fund. 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
1-800-422-3737. Electronic funds transfers may take up to
two business days to settle and be considered in "good
form." 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. 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 the Fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>
(6) 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
$250,000 or more 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 Statement of Additional Information.
CLASS A SHARES Your purchases of Class A shares generally are at the public
offering price. This price includes a sales charge that is based on the amount
of your initial investment when you open your account. A portion of the sales
charge is the commission paid to the financial advisor firm on the sale of Class
A shares. 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.
CLASS A SALES CHARGES
<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE 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(7) 0.00 0.00 0.00
</TABLE>
For Class A share purchases of $1 million or more, financial advisors receive a
commission from the distributor 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(8)
</TABLE>
(7) Class A shares bought without an initial sales charge in
accounts aggregating $1 million to $5 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 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. Purchases in accounts
aggregating over $5 million are subject to a 1.00% CDSC only to the
extent that the sale of shares within 18 months of purchase cause the
value of the accounts to fall below the $5 million level. The 18-month
period begins on the first day of the month following each purchase.
(8) Paid over 12 months but only to the extent the shares remain
outstanding.
8
<PAGE>
YOUR ACCOUNT
UNDERSTANDING CONTINGENT DEFERRED SALES CHARGES (CDSC)
Certain investments in Class A, B and C shares are subject to a CDSC, a sales
charge applied at the time you sell your shares. 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 net asset value 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.
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 on the amount you had invested to that
date. 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 Statement of Additional Information 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 they do carry a CDSC 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.
The distributor pays the financial advisor firm an up-front commission of 5.00%
on sales of Class B shares.
CLASS B SALES CHARGES
<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 1.00% 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. The distributor pays the financial advisor firm an
up-front commission of 1.00% on sales of Class C shares.
9
<PAGE>
YOUR ACCOUNT
CLASS C SALES CHARGES
<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 Liberty Funds Distributor, Inc. at net asset value. 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 its 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" also 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
(usually on the next business day after your request is received in "good
form"). However, if you purchased your shares by check, the Fund may delay
sending the proceeds from the sale of your shares for up to 15 days after your
purchase to protect against checks that are returned.
No interest will be paid on uncashed redemption checks.
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
financial advisor 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 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, unless you
have notified the Fund of an address
change within the previous 30 days. 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. Certain restrictions apply
to retirement accounts. For details,
call 1-800-345-6611.
- --------------------------------------------------------------------------------
By mail You may send a signed letter of
instruction or stock power form along
with any certificates to be sold to the
address below. In your letter of
instruction, note the 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 owners.
For details, call 1-800-345-6611.
Mail your letter of instruction 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
funds transfer 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.
</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. The annual
distribution fee and service fee may equal up to 0.10% and
0.25%, respectively, for Class A shares and 0.75% and 0.25%,
respectively, for each of Class B and Class C shares and are
paid out of the assets of these classes. The distributor has
voluntarily agreed to waive a portion of the Class A share
distribution fee so that it does not exceed 0.05% annually.
Over time, these fees will increase the cost of your shares
and may cost you more than paying other types of sales
charges.(9)
(9) Class B shares automatically convert to Class A after
eight years, eliminating a portion of the distribution fee
upon conversion.
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 net asset value
(NAV). The NAV is determined at the close of regular trading
on 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 the distributor. In
most cases, in order to receive that day's price, the
distributor 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
each class's total net assets by the number of that class's
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. Because the Fund holds securities
that are traded on foreign exchanges, the value of the Fund's
securities may change on days when shareholders will not be
able to buy or sell Fund shares. This will affect the Fund's
NAV on the day it is next determined. 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 some share classes for the
Fund in most major daily newspapers under the caption
"Liberty." 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 the
distributor.
12
<PAGE>
YOUR ACCOUNT
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may realize
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:
TYPE OF DISTRIBUTIONS
<TABLE>
<S> <C>
Dividend Represents interest and dividends earned
from securities held by the Fund.
--------------------------------------------------------------
Capital gains Represents net long-term capital gains
on sales of securities held for more
than 12 months and net short-term
capital gains, which are gains on sales
of securities held for a 12-month period
or less.
</TABLE>
DISTRIBUTION OPTIONS The Fund distributes dividends quarterly
and any capital gains (including short-term capital gains) at
least annually. You can choose one of the options listed in
the table below for these distributions when you open your
account.(10) 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 (see options below) and reinvest
capital gains(11)
Receive all distributions in cash (with one of the following
options) (11):
- 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
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 distributions of dividends, interest and
short-term capital gains are taxable as ordinary income.
Distributions of long-term capital gains are generally taxable
as such, regardless of how long you have held your Fund
shares. 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 distribution 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 foreign,
federal, 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, state and local income tax.
(10) 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.
(11) 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, 2000, Colonial managed over $15.9 billion in assets.
Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe & Farnham Incorporated (Stein Roe). Colonial is part of a larger business
unit that includes several separate legal entities known as Liberty Funds Group
LLC (LFG). The LFG business unit and Stein Roe are managed by a single
management team. Stein Roe, Colonial and the other LFG entities also share
personnel, facilities and systems that may be used in providing administrative
or operational services to the Fund. Stein Roe is a registered investment
advisor. Colonial, the other entities that make up LFG and Stein Roe are
subsidiaries of Liberty Financial Companies, Inc.
For the 1999 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
HARVEY B. HIRSCHHORN, a senior vice president of Colonial, is the lead portfolio
manager for the Fund and has managed the Fund since January, 2000. Mr.
Hirschhorn is an executive vice president and chief economist and investment
strategist of Stein Roe, has been affiliated with and has managed various other
funds for Stein Roe since 1973.
MICHAEL T. KENNEDY, a senior vice president of Colonial, has co-managed the Fund
since January, 2000. 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.
CARL C. ERICSON, a senior vice president and 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.
LAURA A. OSTRANDER, a senior vice president of Colonial, has co-managed the Fund
since July, 1999 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.
14
<PAGE>
MANAGING THE FUNDS
15
<PAGE>
16
<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 is included
in the Fund's financial statements which have 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>
Year ended October 31,
1999 1998
-------------------------------------- -----------------------------------------
Class A Class B Class C Class A Class B Class C
<S> <C> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 15.170 15.140 15.170 14.450 14.430 14.450
INCOME FROM INVESTMENT
OPERATIONS ($):
Net investment income (a)(c) 0.504(d) 0.409 0.409 0.418 0.350 0.350
Net realized and
unrealized gain (loss) 0.756 0.763 0.751 0.890 0.882 0.891
Total from Investment Operations 1.260 1.172 1.160 1.308 1.232 1.241
LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($):
From net investment income (0.470) (0.382) (0.380) (0.440) (0.374) (0.373)
From net realized gains (loss) (0.600) (0.600) (0.600) (0.148) (0.148) (0.148)
Total Distributions
Declared to Shareholders (1.070) (0.982) (0.980) (0.588) (0.522) (0.521)
Net asset value--
End of period ($) 15.360 15.330 15.350 15.170 15.140 15.170
Total return (d) (%) 8.47(e) 7.87 7.78 9.25(f) 8.71(f) 8.76(f)
RATIOS TO AVERAGE NET ASSETS
Expenses (g) 1.55(h) 2.17 2.17 1.69 2.14 2.14
Net investment income (g) 3.26(h) 2.64 2.64 2.76 2.31 2.31
Fees and expenses waived or
borne by the Advisor (g) -- -- -- 0.01 0.01 0.01
Portfolio turnover (%) 61 61 61 51 51 51
Net assets at end of
period (000) ($) 54,385 112,213 9,122 53,639 105,513 8,268
(a) Net of fees and expenses
waived or borne by the Advisor
which amounted to ($): -- -- -- 0.001 0.001 0.001
</TABLE>
<TABLE>
<CAPTION>
Year ended October 31,
1997
-------------------------------------------
Class A Class B Class C(b)
<S> <C> <C> <C>
Net asset value--
Beginning of period ($) 12.910 12.890 12.910
INCOME FROM INVESTMENT
OPERATIONS ($):
Net investment income (a)(c) 0.404 0.342 0.342
Net realized and
unrealized gain (loss) 1.762 1.766 1.766
Total from Investment Operations 2.166 2.108 2.108
LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($):
From net investment income (0.393) (0.335) (0.335)
From net realized gains (loss) (0.233) (0.233) (0.233)
Total Distributions
Declared to Shareholders (0.626) (0.568) (0.568)
Net asset value--
End of period ($) 14.450 14.430 14.450
Total return (d) (%) 17.24(f) 16.77(f) 16.75(f)
RATIOS TO AVERAGE NET ASSETS
Expenses (g) 1.65 2.10 2.10
Net investment income (g) 2.93 2.48 2.48
Fees and expenses waived or
borne by the Advisor (g) 0.09 0.09 0.09
Portfolio turnover (%) 45 45 45
Net assets at end of
period (000) ($) 45,736 77,005 6,388
(a) Net of fees and expenses
waived or borne by the Advisor
which amounted to ($): 0.013 0.013 0.013
</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 Distributor not waived or reimbursed a portion of expenses, total
return would have been reduced.
(f) Had the Advisor not waived or reimbursed a portion of expenses, total
return would have been reduced.
(g) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
(h) Net of fees waived by the Distributor which amounted to $0.005 per share
and 0.05% (annualized).
17
<PAGE>
THE FUND
<TABLE>
<CAPTION>
Year ended October 31,
---------------------------------------------------------------------------------
1996 1995
------------------------------------ -------------------------------------
Class A Class B Class C Class A Class B Class C
<S> <C> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 11.650 11.640 11.650 9.910 9.900 9.900
INCOME FROM INVESTMENT
OPERATIONS ($):
Net investment income(a)(b) 0.369 0.314 0.314 0.325 0.277 0.277
Net realized and
unrealized gain (loss) 1.264 1.260 1.258 1.764 1.769 1.774
Total from Investment Operations 1.633 1.574 1.572 2.089 2.046 2.051
LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($):
From net investment income (0.333) (0.284) (0.272) (0.349) (0.306) (0.301)
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 ($) 12.910 12.890 12.910 11.650 11.640 11.650
Total return (%) (c)(d) 14.24 13.71 13.68 21.47 21.00 21.04
RATIOS TO AVERAGE NET ASSETS
Expenses (e) 1.65 2.10 2.10 1.65 2.10 2.10
Net investment income (e) 2.99 2.54 2.54 3.05 2.60 2.60
Fees and expenses waived or
borne by the Advisor (e) 0.19 0.19 0.19 0.43 0.43 0.43
Portfolio turnover (%) 59 59 59 49 49 49
Net assets at end of
period (000) ($) 25,580 40,065 3,554 16,346 18,284 4,164
(a) Net of fees and expenses
waived or borne by the Advisor
which amounted to ($): 0.023 0.023 0.023 0.042 0.042 0.042
</TABLE>
(b) Per share data was calculated using average shares outstanding during the
period.
(c) Total return at net asset value assuming 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.
18
<PAGE>
NOTES
______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
19
<PAGE>
NOTES
______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
20
<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 Statement of Additional Information for more
information on the Fund and the securities in which it invests. The Statement of
Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the E-mail address [email protected] or by writing the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102
Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.
INVESTMENT COMPANY ACT FILE NUMBER:
Liberty Funds Trust III (formerly Colonial Trust III): 811-881
- - Colonial Strategic Balanced Fund
LIBERTY FUNDS LOGO LIBERTY
------------------------
FUNDS
ALL-STAR - COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
791-01/432A-0200
Liberty Funds Distributor, Inc. (C) 2000
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
www.libertyfunds.com
<PAGE>
CRABBE HUSON FUNDS Prospectus, March 1, 2000
- - 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
CLASS A, B AND C SHARES
Advised by Crabbe Huson Group, Inc.
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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 FUNDS
- --------------------------------------------------------------------------------
Each of these sections discusses the following topics: Investment
Goals, Primary Investment Strategies, Primary Investment Risks,
Performance History and Your Expenses.
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.........................................................
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 Fund's
investment 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 temporarily suspend 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
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, which you may obtain free of
charge (see back cover). Approval by the Fund's shareholders is not required to
modify or change the Fund's investment goal or investment strategies.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances (including additional risks that are not described here) which
could or prevent the Fund from achieving its goal. It is possible to lose money
by investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions.
Value stocks are securities of companies that 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 not approach the value the
advisor has placed on it.
2
<PAGE>
THE FUNDS CRABBE HUSON SMALL CAP FUND
Smaller companies are more likely than larger companies to have limited product
lines, operating histories, markets or financial resources. They may depend
heavily on a small management team. Stocks of smaller companies may trade less
frequently, may trade in smaller volumes and may fluctuate more sharply in price
than stocks of larger companies. In addition, they may not be widely followed by
the investment community, which can lower the demand for their stock.
3
<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 the 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 Russell 2000 Index (Russell Index), an
unmanaged index that tracks the performance of small-capitalization stocks
traded on the New York Stock Exchange, the American Stock Exchange and the
NASDAQ. 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 Small Cap 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.
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 compare with those of a broad measure of market performance
for 1 year and the life of the Fund. As of December 31, 1999 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. Performance results include the effect of expense reduction
arrangements, if any. If these arrangements were not in place, then the
performance results would have been lower. Any expense reduction arrangements
may be discontinued at any time. As with all mutual funds, past performance does
not predict the Fund's future performance.
CALENDAR YEAR TOTAL RETURNS (CLASS A)
[BAR CHART]
1997 1998
---- ----
26.14% -32.11%
For period shown in bar chart:
Best quarter: 2nd quarter 1999, +21.94%
Worst quarter: 3rd quarter 1998, -32.05%
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
INCEPTION
DATE 1 YEAR LIFE OF THE FUND
<S> <C> <C> <C>
Class A (%) 2/20/96 3.76 1.49
- --------------------------------------------------------------------------------
Russell Index (%) N/A 21.26(1) 13.66(1)
- --------------------------------------------------------------------------------
Lipper Average (%) N/A 33.49(1) 17.12(1)
</TABLE>
(1) Performance information is from February 29, 1996.
4
<PAGE>
THE FUNDS CRABBE HUSON SMALL CAP FUND
UNDERSTANDING EXPENSES
SALES CHARGES 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
- - Assumes reinvestment of all dividends and distributions
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(2) (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 lesser of
purchase price or redemption price) 1.00(3) 5.00 1.00
- --------------------------------------------------------------------------------
Redemption fee(4) (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 fee(5) (%) 1.05 0.61 0.61
- --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
- --------------------------------------------------------------------------------
Other expenses(5) (%) 0.62 0.62 0.62
- --------------------------------------------------------------------------------
Total annual fund operating expenses(5) (%) 1.92 2.23 2.23
</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 $758 $1,142 $1,550 $2,685
- --------------------------------------------------------------------------------
Class B: did not sell your shares $270 $ 828 $1,413 $2,818
sold all your shares at
the end of the period $770 $1,128 $1,613 $2,818
- --------------------------------------------------------------------------------
Class C: did not sell your shares $270 $ 828 $1,413 $2,999
sold all your shares at
the end of the period $370 $ 828 $1,413 $2,999
</TABLE>
(2) A $10 annual fee is deducted from accounts of less than $1,000 and paid
to the transfer agent.
(3) This charge applies only to certain Class A shares bought without an
initial sales charge that are sold within 18 months of purchase.
(4) There is a $7.50 charge for wiring sale proceeds to your bank.
(5) The Fund's advisor and administrator have voluntarily agreed to waive
advisory and administration fee[s] and reimburse the Fund for certain
expenses so that the total annual fund operating expenses (exclusive of
distribution and service fees, brokerage commissions, interest, taxes
and extraordinary expenses, if any) will not exceed 1.25%. As a result,
the actual management and administration fee[s] for each share class
would be 0.66%, other expenses for each share class would be 0.59% and
total annual fund operating expenses would be 1.50% for Class A shares
and 2.25% for Class B and Class C shares. This arrangement may be
terminated by the advisor or administrator at any time.
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 Fund's investment 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 temporarily suspend 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
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, which you may obtain free of
charge (see back cover). Approval by the Fund's shareholders is not required to
modify or change the Fund's investment goal or investment strategies.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances (including additional risks that are not described here) which
could prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions.
Value stocks are securities of companies that 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 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, operating histories, markets or financial resources. They may depend
heavily on a small management team. Stocks of smaller companies may trade less
frequently, may trade in smaller volumes and may fluctuate more sharply in price
than stocks of larger companies. In addition, they may be widely followed by the
investment community, which can lower the demand for their stock.
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 shares 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 a later 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 plus 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 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-year, five-year, 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 (Russell Index), an
unmanaged index that tracks the performance of small-capitalization stocks
traded on the New York Stock Exchange, the American Stock Exchange and the
NASDAQ. 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 Small Cap 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.
PERFORMANCE HISTORY
The bar chart below shows the Fund's performance from year to year by
illustrating the Fund's calendar-year total returns for its Class A shares. The
performance table following the bar chart shows how the Fund's average annual
returns for Class A, compare with those of a broad measure of market performance
for 1 year, 5 years and 10 years. As of December 31, 1999 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. Performance results include the effect of expense reduction
arrangements, if any. If these arrangements were not in place, then the
performance results would have been lower. Any expense reduction arrangements
may be discontinued at any time. As with all mutual funds, past performance does
not predict the Fund's future performance.
CALENDAR YEAR TOTAL RETURNS (CLASS A)
[BAR GRAPH]
17.29% 3.82% 17.08% 33.38% 34.54% 11.72% 10.79% 5.92% 11.28% -42.85% 8.14%
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
For period shown in bar chart:
Best quarter: 2nd quarter 1999, +29.61%
Worst quarter: 3rd quarter 1998, -33.61%
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Inception
Date 1 Year 5 Years 10 Years
<S> <C> <C> <C> <C>
Class A (%) 4/9/87 1.92 -5.32 6.37
- --------------------------------------------------------------------------------
Russell Index (%) N/A 21.26 13.08 13.40
- --------------------------------------------------------------------------------
Lipper Average (%) N/A 39.35 23.31 16.04
</TABLE>
8
<PAGE>
THE FUNDS THE CRABBE HUSON SPECIAL FUND
9
<PAGE>
THE FUNDS THE CRABBE HUSON SPECIAL FUND
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 and administration fees, 12b-1 fees, brokerage costs, 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. 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
- - Assumes reinvestment of all dividends and distributions
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(6) (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 lesser
of purchase price or redemption price) 1.00(7) 5.00 1.00
- --------------------------------------------------------------------------------
Redemption fee(%) (as a percentage of amount
redeemed, if applicable) (8) (8) (8)
</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(9) (%) 1.05 1.05 1.05
- --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
- --------------------------------------------------------------------------------
Other expenses(9) (%) 0.95 0.95 0.95
- --------------------------------------------------------------------------------
Total annual fund operating expenses(9) (%) 2.25 3.00 3.00
</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 $790 $1,237 $1,709 $3,007
- --------------------------------------------------------------------------------
Class B: did not sell your shares $303 $ 926 $1,575 $3,139
sold all your shares at
the end of the period $803 $1,226 $1,775 $3,139
- --------------------------------------------------------------------------------
Class C: did not sell your shares $303 $ 926 $1,575 $3,314
sold all your shares at
the end of the period $403 $ 926 $1,575 $3,314
</TABLE>
(6) A $10 annual fee is deducted from accounts of less than $1,000 and paid
to the transfer agent.
(7) This charge applies only to certain Class A shares bought without an
initial sales charge that we sold within 18 months of purchase.
(8) There is a $7.50 charge for wiring sale proceeds to your bank.
(9) The Fund's advisor and administrator have voluntarily agreed to waive
advisory and administration fee[s] and reimburse the Fund for certain
expenses so that the total annual fund operating expenses (exclusive of
distribution and service fees, brokerage commissions, interest, taxes
and extraordinary expenses, if any) will not exceed 0.95%. As a result,
the actual management and administration fee[s] for each share class
would be 0.30%, other expenses for each share class would be 0.95% and
total annual fund operating expenses would be 1.50% for Class A shares
and 2.25% for Class B and Class C shares. This arrangement may be
terminated by the advisor or administrator at any time.
10
<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 invests at least 65% of its total
assets in common stocks. In selecting investments for the Fund, the Fund's
investment 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 temporarily suspend 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
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, which you may obtain free of
charge (see back cover). Approval by the Fund's shareholders is not required to
modify or change the Fund's investment goal or investment strategies.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances (including additional risks that are not described here) which
could prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions.
Value stocks are securities of companies that 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 not approach the value the
advisor has placed on it.
11
<PAGE>
THE FUNDS CRABBE HUSON EQUITY 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 effect 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 the-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 Standard & Poor's 500 Index (S&P Index), an
unmanaged index that tracks the performance of 500 widely held,
large-capitalization U.S. 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 Growth 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.
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 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 these arrangements were not in place, then the performance
results would have been lower. Any expense reduction arrangements may be
discontinued at any time. As with all mutual funds, past performance does not
predict the Fund's future performance.
CALENDAR YEAR TOTAL RETURNS (CLASS A)
[GRAPHIC]
1990 - - 1.54%
1991 - 35.07%
1992 - 16.40%
1993 - 25.97%
1994 - 1.60%
1995 - 23.80%
1996 - 11.74%
1997 - 25.72%
1998 - - 8.83%
1999 - 10.45%
For period shown in bar chart:
Best quarter: 1st quarter 1991, +18.98%
Worst quarter: 3rd quarter 1998, -19.93%
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
Class A (%) 4.09 10.54 12.58
- --------------------------------------------------------------------------------
Class B (%) 4.53 11.41(10) 13.15
- --------------------------------------------------------------------------------
Class C (%) 8.53 11.63(10) 13.15
- --------------------------------------------------------------------------------
S&P 500 Index (%) 21.03 16.53 18.19
- --------------------------------------------------------------------------------
Lipper Average (%) 29.32 25.05 16.53
</TABLE>
(10) 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
classes of shares. The Class A shares returns are not restated to
reflect any differences in expenses (such as Rule 12b-1 fees) between
Class A shares and the newer classes of shares. If differences in
expenses were reflected, the returns for periods prior to the inception
of the newer classes of shares. would be lower. Class A shares were
initially offered on January 31, 1989 and Class B and C shares were
initially offered on January 27, 1999.
12
<PAGE>
THE FUNDS CRABBE HUSON EQUITY FUND
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
Lipper Average (%) 29.32 25.05 16.53
</TABLE>
13
<PAGE>
THE FUNDS CRABBE HUSON EQUITY FUND
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 and administration fees, 12b-1 fees, brokerage costs, 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. 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
- - Assumes reinvestment of all dividends and distributions
YOUR EXPENSES
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describes the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.
SHAREHOLDER FEES(11) (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 lesser
of purchase price or redemption price) 1.00(12) 5.00 1.00
- --------------------------------------------------------------------------------
Redemption fee(%) (as a percentage of amount
redeemed, if applicable) (13) (13) (13)
</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(14) (%) 0.99 0.99 0.99
- --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
- --------------------------------------------------------------------------------
Other expenses(14) (%) 0.46 0.46 0.46
- --------------------------------------------------------------------------------
Total annual fund operating expenses(14) (%) 1.70 2.45 2.45
</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 $ 737 $1,079 $1,443 $2,464
- -------------------------------------------------------------------------------
Class B: did not sell your shares $ 248 $ 762 $1,304 $2,597
sold all your shares at $ 748 $1,062 $1,504 $2,597
the end of the period
- -------------------------------------------------------------------------------
Class C: did not sell your shares $ 248 $ 762 $1,304 $2,782
sold all your shares at $3480 $ 762 $1,304 $2,782
the end of the period
</TABLE>
(11) A $10 annual fee is deducted from accounts of less than $1,000 and paid
to the transfer agent.
(12) This charge applies only to certain Class A shares bought without an
initial sales charge that are sold within 18 months of purchase.
(13) There is a $7.50 charge for wiring sale proceeds to your bank.
(14) The Fund's advisor and administrator have voluntarily agreed to waive
advisory and administration fee[s] and reimburse the Fund for certain
expenses so that the total annual fund operating expenses (exclusive of
distribution and service fees, brokerage commissions, interest, taxes
and extraordinary expenses, if any) will not exceed 0.40%. As a result,
the actual management and administration fee[s] for each share class
would be 0.77%, other expenses for each share class would be 0.40% and
total annual fund operating expenses for each share class would be
1.42% for Class A shares and 2.17% for Class B and Class C shares. This
arrangement may be terminated by the advisor or administrator at any
time.
14
<PAGE>
THE FUNDS CRABBE HUSON MANAGED INCOME AND 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 Fund's
investment 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 temporarily suspend 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
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, which you may obtain free of
charge (see back cover). Approval by the Fund's shareholders is not required to
modify or change the Fund's investment goals or investment strategies.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances (including additional risks that are not described here) which
could prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund. Market risk includes interest rate risk.
Interest rate risk is the risk of a change in the price of a bond when interest
rates increase of 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.
15
<PAGE>
THE FUNDS CRABBE HUSON MANAGED INCOME AND EQUITY FUND
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic, or political conditions.
Value stocks are securities of companies that 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 not approach the value the
advisor has placed on it.
Because the Fund may invest in debt 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.
Structure risk is the risk that an event will occur (such as a security being
prepaid or called) that alters the security's cash flows. 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 security. 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.
16
<PAGE>
THE FUNDS CRABBE HUSON MANAGED INCOME AND EQUITY FUND
UNDERSTANDING PERFORMANCE
CALENDAR YEAR TOTAL RETURN shows the Fund's Class A share performance for each
of the last ten 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 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 & Poors 500 Index (S&P Index), an
unmanaged index that tracks the performance of 500 widely held,
large-capitalization U.S. stocks and the Lehman Brothers Government/Corporate
Bond Index (Lehman Index), an unmanaged index that tracks the performance of a
selection of U.S. government and investment grade 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. The
Fund's return is also compared to the average return of the funds included in
the Lipper Flexible Portfolio 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.
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 A shares. The
performance table following the bar chart shows how the Fund's average annual
returns for Class A, B and C 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. If these arrangements were not in place, then the
performance results would have been lower. Any expense reduction arrangements
may be discontinued at any time. As with all mutual funds, past performance does
not predict the Fund's future performance.
CALENDAR YEAR TOTAL RETURNS (CLASS A)
[BAR GRAPHIC]
1990 - -.76%
1991 - 21.22%
1992 - 12.20%
1993 - 18.20%
1994 - -0.84%
1995 - 20.21%
1996 - 6.84%
1997 - 19.19%
1998 - -0.18%
1999 - 6.16%
For period shown in bar chart:
Best quarter: 2nd quarter 1997, +11.85%
Worst quarter: 3rd quarter 1998, -10.21%
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
Class A (%) 1.12 9.09 9.35
- --------------------------------------------------------------------------------
Class B (%) 0.42(15) 9.73(15) 9.80(15)
- --------------------------------------------------------------------------------
Class C (%) 4.42(15) 10.00(15) 9.80(15)
- --------------------------------------------------------------------------------
Lehman Index(%) -2.15 7.61 7.65
- --------------------------------------------------------------------------------
S&P Index (%) 21.03 28.54 18.19
- --------------------------------------------------------------------------------
Lipper Average (%) 12.53 16.84 12.27
</TABLE>
17
<PAGE>
THE FUNDS CRABBE HUSON MANAGED INCOME AND EQUITY FUND
(15) 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
classes of shares. The Class A share returns are not restated to
reflect any differences in expenses (such as Rule 12b-1 fees) between
Class A shares and the newer classes of shares . If differences in
expenses were reflected, the returns for periods prior to the inception
of the newer classes of shares would be lower. Class A shares were
initially offered on January 31, 1989 and Class B and C shares were
initially offered on January 27, 1999.
18
<PAGE>
THE FUNDS CRABBE HUSON MANAGED INCOME AND EQUITY FUND
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 and administration fees, 12b-1 fees, brokerage costs, 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. 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
- - Assumes reinvestment of all dividends and distributions
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 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 lesser of
purchase price or redemption price) 1.00(17) 5.00 1.00
- ------------------------------------------------------------------------------------
Redemption fee(%) (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(19) (%) 1.05 1.05 1.05
- -----------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
- ------------------------------------------------------------------------------------
Other expenses (19) (%) 0.49 0.49 0.49
- ------------------------------------------------------------------------------------
Total annual fund operating expenses(19) (%) 1.79 2.54 2.54
</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 $648 $1,010 $1,397 $2,476
-------------------------------------------------------------------------------------
Class B: did not sell your shares $257 $789 $1,348 $2,688
sold all your shares at
the end of the period $757 $1,089 $1,548 $2,688
-------------------------------------------------------------------------------------
Class C: did not sell your shares $257 $789 $1,348 $2,871
sold all your shares at
the end of the period $357 $789 $1,348 $2,871
</TABLE>
(16) A $10 annual fee is deducted from accounts of less than $1,000 and paid
to the transfer agent.
(17) This charge applies only to certain Class A shares bought without an
initial sales charge that are sold within 18 months of purchase.
(18) There is a $7.50 charge for wiring sale proceeds to your bank.
19) The Fund's advisor and administrator have voluntarily agreed to waive
advisory and administration fee[s] and reimburse the Fund for certain
expenses so that the total annual fund operating expenses (exclusive of
distribution and service fees, brokerage, commissions, interest, taxes
and extraordinary expenses, if any), will not exceed 0.49%. As a
result, the actual management and administration fee[s] for each class
of shares would be 0.68%, other expenses for each class of shares would
be 0.49% and total annual fund operating expenses would be 1.42% for
Class A shares and 2.17% for Class B and Class C shares. This
arrangement may be terminated by the advisor or administrator at any
time.
19
<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 GOALS
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 Fund's investment 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 temporarily suspend 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
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, which you may obtain free of
charge (see back cover). Approval by the Fund's shareholders is not required to
modify or change the Fund's investment goals or investment strategies.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances (including additional risks that are not described here) which
could prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political or conditions.
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. 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.
20
<PAGE>
THE FUNDS CRABBE HUSON CONTRARIAN INCOME FUND
Because the Fund may invest in debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities and asset-backed securities, 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 may impact its ability to make timely
payments of interest or principal. This could result in a decrease in the price
of the security.
Structure risk is the risk that an event will occur (such as a security being
prepaid or called) that alters the security's cash flows. 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 security. 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.
21
<PAGE>
THE FUNDS CRABBE HUSON CONTRARIAN INCOME FUND
UNDERSTANDING PERFORMANCE
CALENDAR YEAR TOTAL RETURN shows the Fund's Class A share performance for each
of the last ten complete calendar year. 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 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 Lehman Government/Corporate Bond Index
(Lehman Index), an unmanaged index that tracks the performance of a selection of
U.S. government and investment grade U.S. Corporate bonds. Unlike the Fund,
indices are not investments, do not incur fees or expenses. 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 Corporate Debt A-Rated
Average Funds category average (Lipper Average). The 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.
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 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. If these arrangements were not in place, then the
performance results would have been lower. Any reduction arrangements may be
discontinued at any time. As with all mutual funds, past performance does not
predict the Fund's future performance. Performance results include the effect of
expense reduction arrangements, if any.
Calendar Year Total Returns (Class A)
[GRAPHIC BAR CHART]
1990 - 5.87%
1991 - 16.21%
1992 - 6.25%
1993 - 6.27%
1994 - -3.60%
1995 - 16.98%
1996 - 1.99%
1997 - 11.58%
1998 - 9.75%
1999 - -0.68%
For period shown in bar chart:
Best quarter: 4th quarter 1991, + 6.09%
Worst quarter: 1st quarter 1996, -2.73%
Average Annual Total Returns -- for periods ended December 31, 1999
<TABLE>
<CAPTION>
LIFE OF
1 YEAR 5 YEARS THE FUND
<S> <C> <C> <C>
Class A (%) -5.40 6.69 6.35
-------------------------------------------------------------------------------------------
Class B (%) -5.79 7.36 6.83(20)
-------------------------------------------------------------------------------------------
Class C (%) -1.93 7.67 6.84(20)
-------------------------------------------------------------------------------------------
Lehman Gov't/Corporate Bond Index (%) -2.15 7.61 7.65
-------------------------------------------------------------------------------------------
Lipper Corporate Debt A-Rated Average (%) -2.59 6.89 7.29
</TABLE>
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 classes of shares. The Class A
shares returns are not restated to reflect any difference in expenses (such as
Rule 12b-1 fees) between Class A shares and the newer classes of shares. If
differences in expenses were reflected, the returns for periods prior to the
inception of the newer classes of shares would be lower. Class A shares were
initially offered on January 31, 1989 and Class B and C shares were initially
offered on September 15, 1999.
22
<PAGE>
THE FUNDS CRABBE HUSON CONTRARIAN INCOME FUND
UNDERSTANDING EXPENSES
SALES CHARGES 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. 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
- - Assumes reinvestment of all dividends and distributions
YOUR EXPENSES
Expenses are one of several factors to consider before you invest in a mutual
fund. The tables below describes the fees and expenses you may pay when you buy,
hold and sell shares of the Fund.
Shareholder Fees(21) (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 lesser of
purchase price or redemption price) 1.00(22) 5.00 1.00
- ----------------------------------------------------------------------------------------
Redemption fee (%) (as a percentage of amount
redeemed, if applicable) (23) (23) (23)
</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(24) (%) 0.80 0.80 0.80
-----------------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.25 1.00 1.00
-----------------------------------------------------------------------------------------
Other expenses(24) (%) 2.22 2.22 2.22
-----------------------------------------------------------------------------------------
Total annual fund operating expenses(24) (%) 3.27 4.02 4.02
</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 $789 $1,434 $2,101 $3,873
--------------------------------------------------------------------------------------
Class B: did not sell your shares $404 $1,224 $2,060 $4.064
sold all your shares at
the end of the period $904 $1,524 $2,260 $4,064
--------------------------------------------------------------------------------------
Class C: did not sell your shares $404 $1,224 $2,060 $4,223
sold all your shares at
the end of the period $504 $1,224 $2,060 $4,223
</TABLE>
(21) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.
(22) This charge applies only to certain Class A shares bought without an
initial sales charges that are sold within 18 months of purchase.
(23) There is a $7.50 charge for wiring sale proceeds to your bank.
(24) The Fund's advisor and administrator have voluntarily agreed to waive
advisory and administration fees and reimburse the Fund for certain expenses
so that the total annual fund operating expenses (exclusive of distribution and
service fees, brokerage commissions, interest, taxes and extraordinary expenses,
if any) will not exceed 0.55%. As a result, the actual management and
administration fee[s] for each share class would be 0.00%, other expenses for
all share classes would be 0.55% and total annual fund operating expenses would
be 0.80% for Class A shares and 1.55% for Class B and Class C shares. This
arrangement may be terminated by the advisor or administrator at any time.
23
<PAGE>
Investment Minimums(25)
<TABLE>
<S> <C>
Initial Investment............. $1,000
Subsequent Investments......... $50
Automatic Investment Plan...... $50
Retirement Plans............... $25
</TABLE>
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. "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.
Buying 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 or your financial advisor 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 money from your bank account to your fund account by
calling 1-800-422-3737. Electronic funds transfers may
take up to two business days to settle and be considered
in "good form." 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
investment plan automatically from your bank account to your fund account.
You can select a pre-authorized amount to be sent via
electronic funds transfer. 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 the fund at no
additional sales charge. To invest your dividends in
another fund, call 1-800-345-6611.
</TABLE>
25) 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.
24
<PAGE>
YOUR ACCOUNT
CHOOSING A SHARE CLASS
The Funds 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
$250,000 or more 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 Statement of Additional Information.
CLASS A SHARES Your purchases of Class A shares generally are at the public
offering price. This price includes a sales charge that is based on the amount
of your initial investment when you open your account. The sales charge is the
commission paid to the financial advisor firm on the sale of Class A shares. 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.
Crabbe Huson Small Cap, Special and Equity Fund
<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE INVESTMENT ADVISOR FIRM
<S> <C> <C> <C>
Less than $50,00 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(30) 0.00 0.00 0.00
</TABLE>
Crabbe Huson Managed Income & Equity and Contrarian Income Fund
<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE INVESTMENT ADVISOR FIRM
Less than $50,000 4.75 4.99 4.25
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 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(26) 0.00 0.00 0.00
</TABLE>
(26) Class A shares bought without an initial sales charge in accounts
aggregating $1 million to $5 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 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.
25
<PAGE>
YOUR ACCOUNT
UNDERSTANDING CONTINGENT DEFERRED SALES CHARGES
Certain investments in Class A, B and C shares are subject to a CDSC, a sales
charge applied at the time you sell your shares. 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 net asset value 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 distributor 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(27)
</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 on the amount you had invested to that
date. 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 Statement of Additional Information for a description
of these situations.
CLASS B SHARES Your purchases of Class B shares are at the Funds' NAV. Class B
shares have no front-end sales charge, but they do carry a CDSC 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.
The distributor pays the financial advisor firm an up-front commission of 5.00
on sales of Class B shares.
(27) Paid over 12 months but only to the extent the shares remain outstanding.
26
<PAGE>
Your Account
The Funds
<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>
27
<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 1.00% 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. The distributor pays the financial advisor firm an
upfront commission of 1.00% on sales of Class C shares.
The Funds
<TABLE>
<CAPTION>
YEARS AFTER PURCHASE % DEDUCTED WHEN SHARES ARE SOLD
<S> <C>
Through first year 1.00
--------------------------------------------------------------------------
Longer than one years 0.00
</TABLE>
HOW TO EXCHANGE SHARES
You may exchange your shares for shares of the same share class of another fund
distributed by Liberty Funds Distributor, Inc. at net asset value. 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
28
<PAGE>
Your Account
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 a Fund on any regular business day that the New
York Stock Exchange (NYSE) is open.
When a 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" also 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.
29
<PAGE>
Your Account
The Funds will generally send proceeds from the sale to you within seven days
(usually on the next business day after your request is received in "good
form"). However, if you purchased your shares by check, a Fund may delay
sending the proceeds from the sale of your shares for up to 15 days after your
purchase to protect against checks that are returned. No interest will be paid
on uncashed redemption checks.
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 NYSE, usually 4:00 p.m. Eastern time.
-------------------------------------------------------------------------------
By exchange You or your financial advisor may sell shares by
exchanging from 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, Unless you have notified the
Fund of an address change within the previous 30 days. 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. Certain restrictions apply to retirement
accounts. For details, call 1-800-345-6611.
-------------------------------------------------------------------------------
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>
30
<PAGE>
Your Account
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. The annual
distribution fee and service fee may equal up to 0.00% and 0.25%, respectively,
for Class A shares and 0.75% and 0.25%, respectively, 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.(28)
31
<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 net asset value (NAV). The NAV is determined at the close
of regular trading on 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 the distributor. In most cases, in order to receive that day's
price, the distributor 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 each class's total
net assets by the number of that class's 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 under the caption "Liberty". 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 the distributor.
(28) Class B shares automatically convert to Class A shares after eight years
eliminating the distribution fee upon conversion.
32
<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>
<CAPTION>
<S> <C>
Dividend Represents interest and dividends earned from
securities held by the Funds.
-------------------------------------------------------------------------------
Capital gains Represents net long-term capital gains on sales of
securities held for more than 12 months and net
short-term capital gains which are gains on sales of
securities held for a 12-month period or less.
</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. You can choose one of the options listed in the
table below for these distributions when you open your account. (29) 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 (see options below) and reinvest capital gains(30)
-------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(30)
- - 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
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 distributions of dividends interest and short-term capital gains
are taxable as ordinary income. Distributions of long-term capital gains are
generally taxable as such, regardless of how long you have held your Fund
shares. 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, federal, 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 a
Fund. Such transactions may be subject to federal, state and local income tax.
(29) If you do not indicate on your application your preference for handling
distributions, a Fund will automatically reinvest all distributions in
additional shares of the Fund.
(30) 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.
33
<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, 1999, Crabbe Huson managed over $1.7 billion in assets.
For the 1999 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 0.66%, 0.30%, 0.77%, 0.68% 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 and John W. Johnson.
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.
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.CFA, Robert E. Anton,
Garth R. Nisbet CFA and Paul Rocheleau. Mr. Maack is the coordinator of the
team. Mr. Maack was employed as a portfolio and securities analyst by Crabbe
Huson from 1988 to July, 1999. After being on sabbatical, he returned to
employment with Crabbe Huson in December, 1999 as Director of Equities,
Portfolio Manager and Analyst. 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,
Chief Investment Officer, 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. Mr.Rocheleau joined Crabbe
Huson in December, 1992.
Management of the INCOME portfolio is handled on a day-to-day basis by a team
consisting of Mr. Nisbet and Paul C. Rocheleau.
34
<PAGE>
MANAGING THE FUNDS
35
<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. The information
for the year ended October 31, 1999, has been derived from the Funds' financial
statements which have been audited by Ernst & Young LLP, independent auditors,
whose report, along with the Funds' financial statements, is included in the
Funds' annual report. The information for all periods prior to October 31, 1998,
has been derived from the Funds' financial statements which have been audited
by KPMG LLP, the Funds' previous independent auditors, whose report expressed
an unqualified opinion on the financial highlights. You can request a free
annual report by calling 1-800-426-3750.
Crabbe Huson Small Cap Fund
<TABLE>
<CAPTION>
Year ended October 31,
1999 1998(h) 1997 1996(b)
Class A Class A Class A Class A
Net asset value -
<S> <C> <C> <C> <C>
Beginning of period ($) 8.650 15.480 11.020 10.000
- --------------------------------------------------------------------------------------------------------------
Income from Investment Operations ($)
Net investment income (loss) (0.078)(a) (0.030) --- 0.030
- --------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains (loss) (0.391) (5.560) 4.620 0.990
- --------------------------------------------------------------------------------------------------------------
Total from investment operations (0.469) (5.590) 4.620 1.020
- --------------------------------------------------------------------------------------------------------------
Less Distributions Declared to Shareholders
($):
From net investment income --- --- (0.020) ---
- --------------------------------------------------------------------------------------------------------------
From net realized gains (loss) (0.039) (1.240) (0.140) ---
- --------------------------------------------------------------------------------------------------------------
In excess of net realized gains (0.012) --- --- ---
- --------------------------------------------------------------------------------------------------------------
Total Distributions
Declared to Shareholders (0.051) (1.240) (0.160) ---
- --------------------------------------------------------------------------------------------------------------
Net asset value -
End of period ($) 8.130 8.650 15.480 11.020
Total return (%) (c)(d) (5.48) (38.64) 42.38 10.20
Ratios to average net assets (%):
Expenses 1.50(e) 1.37(e) 1.50(f) 1.51(f)(g)
- --------------------------------------------------------------------------------------------------------------
Net investment income (0.89)(e) (0.65)(e) 0.03(f) 0.70(f)(g)
- --------------------------------------------------------------------------------------------------------------
Fees and expenses waived or borne
by the Advisor/Administrator 0.41(e) 0.25(e) 0.23(f) 0.81(f)
- --------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 12 30 65 39
- --------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions/000)
($) 6,895 14,462 42,563 19,156
</TABLE>
(a) Per share data was calculated using average shares outstanding during
the period.
(b) The Fund commenced investment operation on February 20, 1996.
(c) Total return at net asset value assuming all distribution 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) Includes expenses paid indirectly through directed brokerage and
certain expense offset arrangements.
(g) Annualized.
(h) Effective October 19, 1998, the Primary shares were redesignated as
Class A shares.
36
<PAGE>
Financial Highlights
The Crabbe Huson Special Fund
<TABLE>
<CAPTION>
Year ended October 31,
1999 1998(b) 1997 1996 1995
Class A Class A Class A Class A Class A
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE -
Beginning of period ($) 8.100 16.800 13.710 13.800 14.080
- --------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income (loss) (0.069)(a) 0.070 0.150 0.140 0.270
- --------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains (loss) (1.061) (6.920) 3.410 0.550 (0.290)
- --------------------------------------------------------------------------------------------------------------------------
Total from investment operations (1.130) (6.850) 3.560 0.690 (0.020)
- --------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS
($):
From net investment income --- (0.140) (0.140) (0.210) (0.020)
- --------------------------------------------------------------------------------------------------------------------------
From net realized gains --- (1.690) (0.330) (0.570) (0.240)
- --------------------------------------------------------------------------------------------------------------------------
Total Distributions Declared to Shareholders --- (1.850) (0.470) (0.780) (0.260)
- --------------------------------------------------------------------------------------------------------------------------
Net asset value -
End of period ($) 6.970 8.100 16.800 13.710 13.800
- --------------------------------------------------------------------------------------------------------------------------
Total return (%) (c)(d) (13.95) (44.94) 26.62 5.03 1.78
RATIOS to average net assets (%):
Expenses 1.50(e) 1.50(e) 1.50 1.37(f) 1.40
- --------------------------------------------------------------------------------------------------------------------------
Net investment income (0.85)(e) 0.40(e) 0.86 0.72(f) 1.95
- --------------------------------------------------------------------------------------------------------------------------
Fees and expenses waived or borne
by the Advisor/Administrator 0.75(e) 0.34(e) 0.08 --- ---
- --------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 11 22 33 33 123
- --------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions/000)
($) 47,472 104,504 396,335 481,039 878,560
</TABLE>
(a) Per share data was calculated using average shares outstanding during the
period.
(b) Effective October 19, 1998, the Primary shares were redesignated Class A
shares.
(c) Total return at net asset value assuming all distributions reinvested and no
initial sales charge or contingent deferred sales charge.
(d) Had the Advisor not waived or reimbursed a portion of expenses, total return
would have been reduced.
(e) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
(f) Includes expenses paid indirectly through directed brokerage and certain
expense offset arrangements.
37
<PAGE>
Financial Highlights
Crabbe Huson Equity Fund
<TABLE>
<CAPTION>
Year ended October 31,
1999 1998(c) 1997 1996 1995
Class Class
Class A B(b) C(b) Class A Class A Class A Class A
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value-
Beginning of period ($) 16.600 16.440 16.440 23.320 19.500 18.170 16.440
Income from Investment
Operations ($)
Net investment income (loss) 0.031(a) (0.076)(a) (0.076) 0.070 0.070 0.110 0.220
- --------------------------------------------------------------------------------------------------------------------------------
Net realized and
unrealized gain (loss) 0.550 0.296 0.306 (2.000) 5.360 2.330 1.750
- --------------------------------------------------------------------------------------------------------------------------------
Total from Investment
Operations 0.860 0.220 0.230 (1.930) 5.430 2.440 1.970
- --------------------------------------------------------------------------------------------------------------------------------
Less Distributions Declared
to Shareholders ($):
From net investment
income (0.099) --- --- (0.050) (0.070) (0.170) (0.090)
- --------------------------------------------------------------------------------------------------------------------------------
From net realized gains (0.581) --- --- (4.740) (1.540) (0.940) (0.150)
- --------------------------------------------------------------------------------------------------------------------------------
From capital paid in
- --------------------------------------------------------------------------------------------------------------------------------
Total Distributions
Declared to Shareholders (0.680) --- --- (4.790) (1.610) (1.110) (0.240)
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value -
End of period ($) 16.780 16.660 16.670 16.600 23.320 19.500 18.170
- --------------------------------------------------------------------------------------------------------------------------------
Total return (%) (d)(e) 5.29 1.34(f) 1.40(f) (10.08) 29.87 13.78 13.37
- --------------------------------------------------------------------------------------------------------------------------------
Ratios to average
net assets (%):
Expenses 1.42(g) 2.17(g) 2.17(g) 1.39(h) 1.42(h) 1.38(h) 1.40
- --------------------------------------------------------------------------------------------------------------------------------
Net investment income 0.18(g) (0.56)(g) (0.56)(g) 0.38(h) 0.29(h) 0.56(h) 1.30
- --------------------------------------------------------------------------------------------------------------------------------
Fees and expenses
waived or borne by the
Advisor/Administrator 0.28(g) 0.28(g) 0.28(g) 0.03 0.02 --- 0.10
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 134 134 134 1 129 117 92
- --------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions/000's) $ 102,428 466 6 226,628 380,047 436,578 387,184
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Per share data was calculated using average shares outstanding during
the period.
(b) Class B, and Class C shares were initially offered on January 27, 1999.
Per share amounts reflect activity from that date.
(c) Effective October 19, 1998, the Primary shares were redesignated Class
A and Class I shares, respectively.
(d) Total return at net asset value assuming all distributions reinvested
and 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.
(h) Includes expenses paid indirectly through directed brokerage and
certain expense offset arrangements.
38
<PAGE>
Financial Highlights
Crabbe Huson Managed Income & Equity Fund
<TABLE>
<CAPTION>
Years ended October 31,
1999 1998 1997 1996 1995
Class B
Class A (b) Class C(b) Class A(c) Class A Class A Class A
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 12.810 12.760 12.760 14.940 13.390 13.640 12.870
-------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS ($)
Net investment income (loss) 0.275(a) 0.143(a) 0.143(a) 0.290 0.320 0.300 0.340
-------------------------------------------------------------------------------------------------------------------------------
Net realized and
unrealized gain (loss) 0.262 0.016 0.016 (0.370) 2.290 0.880 1.210
-------------------------------------------------------------------------------------------------------------------------------
Total from Investment
Operations 0.537 0.159 0.159 (0.080) 2.610 1.180 1.550
-------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($):
From net investment
income (0.281) (0.149) (0.149) (0.240) (0.320) (0.300) (0.330)
-------------------------------------------------------------------------------------------------------------------------------
IN EXCESS OF NET
INVESTMENT INCOME
-------------------------------------------------------------------------------------------------------------------------------
From net realized gains (0.276) --- --- (1.81) (0.740) (1.130) (0.450)
-------------------------------------------------------------------------------------------------------------------------------
From capital paid in
-------------------------------------------------------------------------------------------------------------------------------
Total Distributions
Declared to Shareholders (0.557) --- --- (2.050) (1.060) (1.430) (0.780)
-------------------------------------------------------------------------------------------------------------------------------
Net asset value -
End of period ($) 12.790 12.770 12.770 12.810 14.940 13.390 13.640
-------------------------------------------------------------------------------------------------------------------------------
Total return (%) (d)(e) 4.22 1.18(f) 1.18(f) (0.69) 20.60 8.96 13.00
-------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE
NET ASSETS (%):
Expenses 1.42(g) 2.17(g) 2.17(g) 1.32(h) 1.42(h) 1.47(h) 1.48
Net investment income 2.08(g) 1.40(g) 1.40(g) 2.27(H) 2.25(H) 2.22(H) 2.57
-------------------------------------------------------------------------------------------------------------------------------
Fees and expenses
waived or borne by the
Advisor/Administrator 0.33(g) 0.40(g) 1.40(g) 0.16 0.13 --- 0.01
-------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 99 99 99 115 119 252 226
-------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's) $ 37,791 29 3 67,681 95,960 125.018 136,530
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Per share data was calculated using average shares outstanding during
the period.
(b) Class B, and C shares were initially offered on January 27, 1999.
(c)Effective October 19, 1998, the Primary shares were redesignated Class A
shares.
(d) Total return at net asset value assuming all distributions reinvested
and 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 form custody credits and directed brokerage
arrangements had no impact.
(h) Includes expenses paid indirectly through directed brokerage and
certain expense offset arrangements.
39
<PAGE>
Financial Highlights
Crabbe Huson Contrarian Income Fund
<TABLE>
<CAPTION>
Years ended October 31
1999 1998 1997 1996 1995
Class A Class B(b) Class C(b) Class A(h) Class A Class A Class A
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 10.880 10.170 10.170 10.580 10.200 10.260 9.710
- -----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS ($)
Net investment income (loss) 0.583(a) 0.020(a) 0.013(a) 0.500 0.620 0.540 0.530
- -----------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) (0.538) 0.002 0.037 0.590 0.380 (0.050) 0.580
- -----------------------------------------------------------------------------------------------------------------------------------
Total from Investment
Operations 0.045 0.022 0.050 1.090 1.000 0.490 1.110
- -----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($)
From net investment
income (0.620) (0.062) (0.070) (0.790) (0.620) (0.550) (0.530)
- -----------------------------------------------------------------------------------------------------------------------------------
In excess of net
investment income --- --- --- --- --- --- (0.030)
- -----------------------------------------------------------------------------------------------------------------------------------
From net realized gains (0.195)
- -----------------------------------------------------------------------------------------------------------------------------------
Total Distributions
Declared to Shareholders (0.815) (0.062) (0.070) (0.790) (0.620) (0.550) (0.560)
-------------------------------------------------------------------------------------------------------------------------------
Net asset value -
End of period ($) 10.110 10.130 10.150 10.880 10.580 10.200 10.260
- -----------------------------------------------------------------------------------------------------------------------------------
Total return (%) (c)(d) 0.42 0.22(e) 0.49(e) 11.21 10.25 4.94 11.92
- -----------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE
NET ASSETS (%):
Expenses 0.80(f) 1.55(f) 1.55(f) 0.80(f) 0.80 0.80 0.80
- -----------------------------------------------------------------------------------------------------------------------------------
Net investment income 5.57(f) 4.46(f)(g) 4.46(f)(g) 5.36(f) 5.96 5.31 5.47
- -----------------------------------------------------------------------------------------------------------------------------------
Fees and expenses
waived or borne by the
Advisor/Administrator 2.24(f) 5.84(f)(g) 5.84(f)(g) 1.56(f) 1.98 1.49 1.115
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover 196 196 196 158 56 469 543
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets at end of
period (in millions/000)($) 3,843 16 1 8,799 3,248 4,694 7,190
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Per share data was calculated using average share outstanding during
the period.
(b) Class B and Class C shares were initially offered on
September 15, 1999.
(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) Not annualized.
(f) The benefits derived from custody credits and directed brokerage
arrangement had no impact.
(g) Annualized.
(h) Effective October 19, 1998, the Primary shares were redesignated Class
A shares.
40
<PAGE>
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41
<PAGE>
NOTES
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42
<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 for more
information on the Funds and the securities in which they invest. The Statement
of Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site at
www.sec.gov.
You can review and copy information about the Funds by visiting the following
location and you can obtain copies, upon payment of a duplicating fee by
electronic request at the E-mail address [email protected] or by writing the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102
Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.
Investment Company Act file number:
Liberty Funds Trust III (formerly Colonial Trust III): 811-00881
- - Crabbe Huson Small Cap Fund
- - Crabbe Huson Special Fund
- - Crabbe Huson Equity Fund
- - Crabbe Huson Managed Income & Equity Fund
- - Crabbe Huson Contrarian Income Fund
[LIBERTY LOGO]
ALL-STAR - COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. [Copyright]2000
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
www.libertyfunds.com
CH-01/641G-0299(3/99)
<PAGE>
CRABBE HUSON OREGON TAX-FREE FUND PROSPECTUS, MARCH 1, 2000
CLASS A AND B SHARES
Advised by Crabbe Huson Group, Inc.
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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>
TABLE OF CONTENTS
THE FUND XX
- ------------------------------------------------
<S> <C>
Investment Goal........................ xx
Primary Investment Strategies.......... xx
Primary Investment Risks............... xx
Performance History.................... xx
Your Expenses.......................... xx
YOUR ACCOUNT XX
- ------------------------------------------------
How to Buy Shares...................... xx
Sales Charges.......................... xx
How to Exchange Shares................. xx
How to Sell Shares..................... xx
Distribution and Service Fees.......... xx
Other Information About Your Account... xx
MANAGING THE FUND XX
- ------------------------------------------------
Investment Advisor..................... xx
Portfolio Managers..................... xx
FINANCIAL HIGHLIGHTS XX
- ------------------------------------------------
</TABLE>
Not FDIC May Lose Value
Insured No Bank Guarantee
<PAGE>
THE 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 issuers
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 intrinsic value.
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's investment advisor follows a basic value, contrarian approach
in selecting securities for its portfolio. 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, which are 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 temporarily suspend 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
principal focus of the Fund and therefore are not discussed in this prospectus.
These types of securities and investment practices are identified and described
in the Fund's Statement of Additional Information, which you may obtain free of
charge (see back cover). Approval by the Fund's shareholders is not required to
modify or change the Fund's investment goal or investment strategies.
PRIMARY INVESTMENT RISKS
The primary risks of investing in the Fund are described below. There are many
circumstances (including additional risks that are not described here) which
could prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.
2
<PAGE>
THE FUND
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions.
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 its ability to
make timely payments of interest or principal. This could result in a decrease
in the price of the security.
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. This may
concentrate issuer risk and, therefore, the Fund may have an increased risk of
loss compared to a similar diversified mutual fund.
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
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- year, five- year 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 Lehman Muni Bond Index, an unmanaged index
that tracks the performance of the municipal bond market. 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 States Intermediate Muni Fund Average Fund 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.
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 average annual
returns for Class A and B 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. If these arrangements were not in place, then the
performance results would have been lower. Any expense reduction arrangements
may be discontinued at any time. 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>
1990 6.36%
1991 9.75%
1992 8.94%
1993 8.94%
1994 -2.69%
1995 12.15%
1996 2.94%
1997 7.02%
1998 5.40%
1999 -4.76%
</TABLE>
For period shown in bar chart:
Best quarter: 1st quarter 1995, +4.71%
Worst quarter: 1st quarter 1994, -3.68%
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
INCEPTION
DATE 1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class A (%) 10/4/84 -9.29 3.39 4.62
- ------------------------------ ------------ ---------- ---------- ------------
Class B (%) 1/27/99 -10.13 3.98 5.09(1)
- ------------------------------ ------------ ---------- ---------- ------------
Lehman Muni Bond Index (%) N/A -0.14 6.35 3.00
- ------------------------------ ------------ ---------- ---------- ------------
Lipper Average (%) N/A -2.01 5.20 5.32
</TABLE>
(1) Class B is a newer class 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 classes of shares. The Class A
share returns are not restated to reflect any differences in expenses (such
as Rule 12b-1 fees) 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 lower. Class A shares
were initially offered on November 4, 1984 and Class B shares were
initially offered on January 27, 1999.
4
<PAGE>
THE FUND
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 and administration fees, 12b-1 fees, brokerage costs, 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. 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
- - Assumes reinvestment of all dividends and distributions
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(2) (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS A CLASS B
<S> <C> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) 4.75 0.00
- --------------------------------------------------- ----------- -----------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the
lesser of purchase price or redemption price) 1.00(3) 5.00
- --------------------------------------------------- ----------- -----------
Redemption fee(%) (as a percentage of amount
redeemed, if applicable) (4) (4)
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS A CLASS B
<S> <C> <C>
Management and administration fee(5) (%) 0.55 0.55
- --------------------------------------------------- ----------- -----------
Distribution and service (12b-1) fees (%) 0.25 1.00
- --------------------------------------------------- ----------- -----------
Other expenses(5) (%) 0.50 0.50
- --------------------------------------------------- ----------- -----------
Total annual fund operating expenses(5) (%) 1.30 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 $601 $868 $1,154 $1,968
--------------------------------------- ---------- ----------- ----------- -----------
Class B: did not sell your shares $208 $643 $1,103 $2,187
Sold all your shares at
the end of the period $708 $943 $1,303 $2,187
</TABLE>
(2) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.
(3) This charge applies only to certain Class A shares bought without an
initial sales charge that are sold within 18 months of purchase.
(4) There is a $7.50 charge for wiring sale proceeds to your bank.
(5) The Fund's advisor and administrator have voluntarily agreed to waive
advisory and administration fees so that the actual management and
administration fees for each share class would be 0.33%, other expenses for
each share class would be 0.40% and total annual fund operating expenses
for Class A, B and C shares (exclusive of distribution and service fees,
brokerage commissions, interest, taxes and extraordinary expenses, if any)
would be 0.73%, 0.73% and 0.73%, respectively. This arrangement may be
terminated by the advisor or administrator at any time.
5
<PAGE>
YOUR ACCOUNT
INVESTMENT MINIMUMS(6)
Initial Investment............. $1,000
Subsequent Investments......... $50
Automatic Investment Plan...... $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. "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 THE VARIOUS WAYS OPTIONS FOR BUYING 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 or your financial advisor may acquire shares by
exchanging shares you own in one fund for shares of the
same class of the Fund at no additional cost. There may be
an additional charge if exchanging from a money market
fund. 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 money from your bank account to your fund account by
calling 1-800-422-3737. Electronic funds transfers may
take up to two business days to settle and be considered
in "good form." 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
investment plan automatically from your bank account to your fund account.
You can select a pre-authorized amount to be sent via
electronic funds transfer. 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 the Fund at no
additional sales charge. To invest your dividends in
another fund, call 1-800-345-6611.
(6) 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 two classes of shares in this prospectus -- Class A and B. 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 $250,000
or more but less than $1 million can be made only in Class A 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 Statement of Additional Information.
CLASS A SHARES Your purchases of Class A shares generally are at the public
offering price. This price includes a sales charge that is based on the amount
of your initial investment when you open your account. A portion of the sales
charge is the commission paid to the financial advisor firm on the sale of Class
A shares. 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.
CLASS A SALES CHARGES
<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE 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(7) 0.00 0.00 0.00
</TABLE>
(7) Class A shares bought without an initial sales charge in accounts
aggregating $1 million to $5 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 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. Purchases in accounts aggregating over $5 million are
subject to a 1.00% CDSC only to the extent that the sale of shares within
18 months of purchase cause the value of the accounts to fall below the $5
million level. 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, a sales
charge applied at the time you sell your shares. 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 net asset value 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 distributor 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(8)
</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 on the amount you had invested to that
date. 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 Statement of Additional Information 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 they do carry a CDSC that imposed
only on shares sold prior to the completion of the periods shown in the
following charts. The CDSC generally declines each year and eventually
disappears over time. Class B shares automatically convert to Class A shares
after eight years. The distributor pays the financial advisor firm an
up-front commission of 5.00% on sales of Class B shares.
(8) Paid over twelve months but only to the extent the shares remain
outstanding.
8
<PAGE>
YOUR ACCOUNT
CLASS B SALES CHARGES
HOLDING PERIOD AFTER PURCHASE % DEDUCTED WHEN
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
--------------------------------------------------------------------------
<PAGE>
YOUR ACCOUNT
10
<PAGE>
YOUR ACCOUNT
CLASS C SALES CHARGES
YEARS AFTER PURCHASE % DEDUCTED WHEN SHARES ARE SOLD
Through first year 1.00
- --------------------------------------------------------------------------------
Longer than one year 0.00
HOW TO EXCHANGE SHARES
You may exchange your shares for shares of the same share class of another fund
distributed by Liberty Funds Distributor, Inc. at net asset value. 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 its 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
(usually on the next business day after your request is received in "good
form"). However, if you purchased your shares by check, the Fund may delay
sending the proceeds from the sale of your shares for up to 15 days after your
initial purchase to protect against checks that are returned. No interest will
be paid on uncashed redemption checks.
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 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, Unless you have notified the
Fund of an address change within the previous 30 days. 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. Certain restrictions apply to retirement
accounts. For details, call 1-800-345-6611.
- -------------------------------------------------------------------------------
By mail You may send a signed letter of instruction or stock power
form along with any certificates to be sold to the address
below. In your letter of instruction, note the 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 owners. For details, call
1-800-345-6611. Mail your letter of instruction 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 and B shares and
the services provided to you by your financial advisor. The annual distribution
fee and service fee may equal up to 0.00% and 0.25%, respectively, for Class A
shares and 0.75% and 0.25%, respectively, for Class B 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.(9)
(9) Class B shares automatically convert to Class A shares after a certain
number of years, depending on the program you purchased your shares under,
eliminating the distribution fee upon conversion.
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 net asset value (NAV). The NAV is determined at the close
of regular trading on 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 the distributor. In most cases, in order to receive that day's
price, the distributor 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 each class's total
net assets by the number of that class's 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 under the caption "Liberty." 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 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 the distributor.
13
<PAGE>
YOUR ACCOUNT
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may realize
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 Represents interest and dividends earned from securities
held by the Fund.
- --------------------------------------------------------------------------------
Capital gains Represents net long term capital gains on sales of
securities held for more than 12 months and net short-term
capital gains, which are gains on sales of securities held
for a 12-month period or less.
DISTRIBUTION OPTIONS The Fund declares dividends daily and pays them monthly,
and any capital gains (including short-term capital gains) at least annually.
Dividends begin to accrue on the day that we receive payment and stop accruing
on the day prior to the shares leaving the account. You can choose one of the
options listed in the table below for these distributions when you open your
account.(10) 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 (see options below) and reinvest capital gains(11)
- --------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(11)
- - send the check to your address of record
- - send the check to a third party address
- - transfer the money to your bank via electronic fund transfer
TAX CONSEQUENCES For federal income tax purposes, distributions of investment
income by the Fund, whether in cash or additional securities, will ordinarily
constitute tax-exempt income. 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 distribution 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 federal, state, local or other applicable tax laws.
(10) 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.
(11) 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>
YOUR ACCOUNT
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, state and local income tax.
15
<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 the Fund's portfolio securities.
Crabbe Huson has been an investment advisor since 1980. As of January 31, 2000,
Crabbe Huson managed over $1.7 billion in assets.
For the 1999 fiscal year, aggregate advisory fees paid to Crabbe Huson by the
Fund amounted to 0.30% of average daily net assets of the Fund.
PORTFOLIO MANAGERS
GARTH R. NISBET CFA, Chief Investment Officer, has been employed by Crabbe
Huson since April, 1995. Between February, 1993 and March, 1995, Mr. Nisbet
worked for Capital Consultants, Inc.as a portfolio manager of its fixed income
portfolio.
PAUL C. ROCHELEAU has been employed by Crabbe Huson since December, 1992.
16
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last five fiscal
years, which run from November 1 to October 31. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in the
Fund (assuming reinvestment of all dividends and distributions). The
information for the year ended October 31, 1999, has been derived from the
Fund's financial statements which have been audited by Ernst & Young, LLP,
independent auditors, whose report, along with the Fund's financial statements,
is included in the Fund's annual report. The information for all periods prior
to October 31, 1998, has been derived from the Fund's financial statements
which have been audited by KPMG LLP, the Fund's previous independent auditors,
whose report expressed an unqualified opinion on the financial highlights. You
can request a free annual report by calling 1-800-426-3750.
THE FUND
<TABLE>
<CAPTION>
Year ended October 31,
1999 1998 1997 1996 1995
Class A Class B (a) Class A (b) Class A Class A Class A
<S> <C> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 13.030 12.750 12.780 12.500 12.620 11.990
INCOME FROM INVESTMENT OPERATIONS ($):
Net investment income (loss) 0.524 0.326 0.280 0.540 0.540 0.550
Net realized and unrealized gains (loss) (1.103) (1.147) 0.270 0.280 (0.120) 0.700
Total from investment operations (0.579) (0.821) 0.550 0.820 0.420 1.250
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS
($):
From net investment income (0.514) (0.309) (0.270) (0.470) (0.540) (0.550)
From net realized gains (loss) (0.317) --- (0.030) (0.070) --- (0.070)
Total Distributions Declared to Shareholders (0.831) (0.309) (0.300) (0.540) (0.540) (0.620)
Net asset value--
End of period ($) 11.620 11.620 13.030 12.780 12.500 12.620
Total return (%) (c)(d) (4.70) (6.43)(e) 6.39 6.67 3.43 10.66
RATIOS TO AVERAGE NET ASSETS (%):
Expenses 0.98(f) 1.73(f)(g) 0.98(f) 0.98 0.98 0.98
Net investment income 4.12(f) 3.39(f)(g) 4.12(f) 4.25 4.33 4.45
Fees and expenses waived or borne
by the Advisor/Administrator 0.32(f) 0.31(f)(g) ---(f) 0.12 0.06 0.10
Portfolio turnover (%) 4 4 44 17 16 23
Net assets, end of period (000)($) 20,568 52 25,591 26,487 26,135 28,070
</TABLE>
(a) Class B shares were initially offered on January 27, 1999. Per share
amounts reflect activity from that date.
(b) Effective October 19, 1998, the Primary shares were redesignated Class A
shares.
(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) Not annualized.
(f) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
(g) Annualized.
17
<PAGE>
NOTES
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18
<PAGE>
NOTES
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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 Statement of Additional Information for more
information on the Fund and the securities in which it invests. The Statement of
Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the E-mail address [email protected] or, by writing or
calling the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102
Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.
INVESTMENT COMPANY ACT FILE NUMBERS:
Liberty Funds Trust III (formerly Colonial Trust III): 811-00881
- - Crabbe Huson Oregon Tax-Free Fund
[LIBERTY FUNDS LOGO]
ALL-STAR - COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc.(c)2000
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
www.libertyfunds.com
742-01/575A-0200
<PAGE>
<PAGE>
CRABBE HUSON REAL ESTATE INVESTMENT FUND PROSPECTUS, MARCH 1, 2000
CLASS A, B AND C SHARES
Advised by Crabbe Huson Group, Inc.
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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 OF CONTENTS
<TABLE>
<CAPTION>
THE FUND
- -------------------------------------------------------------------------------
<S> <C>
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.........................................................
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
</TABLE>
Not FDIC May Lose Value
Insured No Bank Guarantee
<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 shares 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 Fund's investment
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 loans or interest. The Fund's REIT investments will
consist primarily of equity REITs which invests 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 temporarily suspend 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
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, which you may obtain free of
charge (see back cover). Approval by the Fund's shareholders is not required to
modify or change the Fund's investment goals or investment strategies.
PRIMARY INVESTMENT RISKS
- -------------------------------------------------------------------------------
The primary risks of investing in the Fund are described below. There are many
circumstances (including additional risks that are not described here) which
could prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions.
2
<PAGE>
THE FUND
The Fund may invest in equity real estate investment trusts (REITs). REITs are
entities which either own properties or make construction or mortgage loans.
Equity REITs may also include operating or finance companies.
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.
In addition, although the Fund does not invest directly in real estate, a REIT
investment by 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
UNDERSTANDING PERFORMANCE
- -------------------------------------------------------------------------------
CALENDAR YEAR TOTAL RETURN shows the Fund's Class A share performance 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 years 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 to the National Association of Real Estate
Investment Trusts Index (NAREIT Index), an unmanaged index that tracks the
performance of all equity real estate investment trusts (REITs) that trade on
the New York Stock Exchange, the American Stock Exchange and the NASDAQ. 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 Real Estate 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.
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 A shares. The
performance table following the bar chart shows how the Fund's average annual
returns for Class A, B and C shares compare with those of a broad measure of
market performance for a 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. Performance results include the
effect of expense reduction arrangements, if any. If these arrangements were not
in place, then the performance results would have been lower. Any expense
reduction arrangements may be discontinued at any time. 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>
1995 9.46%
1996 36.04%
1997 18.77%
1998 -13.22%
1999 - 7.90%
</TABLE>
For period shown in bar chart:
Best quarter: Fourth quarter 1996, +16.31%
Worst quarter: Third quarter 1998, -11.65%
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
INCEPTION LIFE OF THE
DATE 1 YEAR 5 YEARS FUND
<S> <C> <C> <C> <C>
Class A (%) 4/1/94 -12.27 6.13 5.41
Class B (%) 1/27/99 -13.58 6.70(1) 6.04(1)
Class C (%) 1/27/99 -9.58 7.01 (1) 6.17 (1)
NAREIT Index (%) N/A -4.62 9.85 8.34(2)
Lipper Average (%) N/A -3.28 8.30 6.40(2)
</TABLE>
4
<PAGE>
THE FUND
(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 classes of shares.
The Class A share returns are not restated to reflect any differences in
expenses (such as Rule 12b-1 fees) between Class A shares and the newer classes
of shares. If differences in expenses were reflected, the returns for periods
prior to the inception of the newer classes of shares would be lower. Class A
shares were initially offered on April 1, 1994, Class B shares were initially
offered on January 27, 1999, and Class C shares were initially offered on
January 27, 1999.
(2) Performance information is from April 30, 1994.
5
<PAGE>
THE FUND
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 and administration fees, 12b-1 fees, brokerage costs, 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. 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
- - Assumes reinvestment of all dividends and distributions
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(3) (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
lesser of purchase price or redemption price) 1.00(4) 5.00 1.00
- -----------------------------------------------------------------------------------
Redemption fee (%) (as a percentage of amount
redeemed, if applicable) (4) (4) (4)
</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(6) (%) 1.05 1.05 1.05
- ------------------------------------------------------------------------------------
Distribution and service (12b-1) fees(6) (%) 0.25 1.00 1.00
- ------------------------------------------------------------------------------------
Other expenses(6) (%) 1.02 1.02 1.02
- ------------------------------------------------------------------------------------
Total annual fund operating expenses(6) (%) 2.32 3.07 3.07
</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 $699 $1,164 $1,654 $3,001
------------------------------------------------------------------------------------
Class B: did not sell your shares $310 $ 947 $1,609 $3,205
sold all your shares at
the end of the period $810 $1,247 $1,809 $3,205
------------------------------------------------------------------------------------
Class C: did not sell your shares $310 $ 947 $1,609 $3,379
sold all your shares at
the end of the period $410 $ 947 $1,609 $3,379
</TABLE>
(3) A $10 annual fee is deducted from accounts of less than $1,000 and paid
to the transfer agent.
(4) This charge applies only to certain Class A shares bought without an
initial sales charge that are sold within 18 months of purchase.
(5) There is a $7.50 charge for wiring sale proceeds to your bank.
(6) The Fund's advisor and administrator have voluntarily agreed to waive
advisory and administration fees and reimburse the Fund for certain
expenses so that the total annual fund operating expenses (exclusive of
distribution and service fees, brokerage commissions, interest, taxes
and extraordinary expenses, if any) will not exceed 1.25%. As a
result, the actual management and administration fees for each share
class would be 0.48%, other expenses for each share class would be
0.77% and total annual fund operating expenses for Class A, B and C
shares would be 1.25%, 1.25% and 1.25%, respectively. This arrangement
may be terminated by the advisor or administrator at any time.
6
<PAGE>
YOUR ACCOUNT
INVESTMENT MINIMUMS(7)
<TABLE>
<S> <C>
Initial Investment .................................................. $1,000
Subsequent Investments .............................................. $ 50
Automatic Investment Plan ........................................... $ 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. "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 OPTIONS FOR BUYING SHARES:
<TABLE>
<CAPTION>
METHOD INSTRUCTIONS
<S> <C>
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
(new account) 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 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 or your financial advisor may acquire shares by
exchanging shares you own in one fund for shares of the
same class of the Fund at no additional cost. There may
be an additional charge if exchanging from a money
market fund. 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 money from your bank account to your fund account by
calling 1-800-422-3737. Electronic funds transfers may
take up to two business days to settle and be
considered in "good form". 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
investment plan automatically from your bank account to your fund
account. You can select a pre-authorized amount to be
sent via electronic funds transfer. 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 the Fund at
no additional sales charge. To invest your dividends in
another fund, call 1-800-345-6611.
- --------------------------------------------------------------------------------
</TABLE>
(7) 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
$250,000 or more 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. Class Z shares are made available
through a separate prospectus provided to eligible institutional and other
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 Statement of Additional Information.
CLASS A SHARES Your purchases of Class A shares generally are at the public
offering price. This price includes a sales charge that is based on the amount
of your initial investment when you open your account. A portion of the sales
charge is the commission paid to the financial advisor firm on the sale of Class
A shares. 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.
CLASS A SALES CHARGES
<TABLE>
<CAPTION>
% OF
OFFERING
AS A % OF PRICE
THE PUBLIC AS A % RETAINED BY
OFFERING OF YOUR FINANCIAL
AMOUNT OF PURCHASE PRICE 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(8) 0.00 0.00 0.00
</TABLE>
(8) Class A shares bought without an initial sales charge in accounts
aggregating $1 million to $5 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 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. Purchases in accounts
aggregating over $5 million are subject to a 1.00% CDSC only to the
extent that the sale of shares within 18 months of purchase cause the
value of the accounts to fall below $5 million level. 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, a sales
charge applied at the time you sell your shares. 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 net asset value 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 distributor 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(9)
</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 on the amount you had invested to that
date. 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 Statement of Additional Information 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 they do carry a CDSC that is imposed
only on shares sold prior to the completion of the periods shown in the charts
below. The CDSC generally declines each year and eventually disappears over
time. Class B shares automatically convert to Class A shares after eight years.
The distributor pays the financial advisor firm an up-front commission of 5.00%
on sales of Class B shares.
(9) Paid over 12 months but only to the extent the shares remain outstanding.
9
<PAGE>
YOUR ACCOUNT
CLASS B SALES CHARGES
<TABLE>
<CAPTION>
HOLDING PERIOD AFTER PURCHASE % DEDUCTED WHEN
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>
<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 1.00% 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. The distributor pays the financial advisor firm an
up-front commission of 1.00% on sales of Class C shares.
CLASS C SALES CHARGES
<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 Liberty Funds Distributor, Inc. at net asset value. 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
11
<PAGE>
YOUR ACCOUNT
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 its 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" also 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
(usually on the next business day after your request is received in "good
form"). However, if you purchased your shares by check, the Fund may delay
sending the proceeds from the sale of your shares for up to 15 days after your
purchase to protect against checks that are returned. No interest will be paid
on uncashed redemption checks.
12
<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
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, unless you
have notified the Fund of an address change within the
previous 30 days. 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. Certain
restrictions apply to retirement accounts. For details,
call 1-800-345-6611
- --------------------------------------------------------------------------------
By mail You may send a signed letter of instruction or stock
power form along with any certificates to be sold to
the address below. In your letter of instruction, note
the 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 owners.
For details, call 1-800-345-6611. Mail your letter of
instruction 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. The annual
distribution fee and service fee may equal up to 0.00% and 0.25%, respectively,
for Class A shares and 0.75% and 0.25%, respectively 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.(10)
(10) Class B shares automatically convert to Class A shares after eight years
eliminating the distribution fee upon conversion.
13
<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 net asset value (NAV). The NAV is determined at the close
of regular trading on 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 the distributor. In most cases, in order to receive that day's
price, the distributor 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 each class's total
net assets by the number of that class's 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 some share classes for the Fund in most major
daily newspapers under the caption "Liberty." 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 the distributor.
14
<PAGE>
YOUR ACCOUNT
UNDERSTANDING FUND DISTRIBUTIONS
- -------------------------------------------------------------------------------
The Fund earns income from the securities it holds. The Fund also may realize
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 Represents interest and dividends earned from
securities held by the Fund.
- --------------------------------------------------------------------------------
Capital gains Represents net long-term capital gains on sales of
securities held for more than 12 months and net
short-term capital gains, which are gains on sales of
securities held for a 12-month period or less.
</TABLE>
DISTRIBUTION OPTIONS
- -------------------------------------------------------------------------------
The Fund distributes dividends quarterly and any capital gains (including
short-term capital gains) at least annually. You can choose one of the options
listed in the table below for these distributions when you open your
account.(11) 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 (see options below) and reinvest capital gains(12)
- --------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(12)
- - 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
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 distributions of dividends, interest and short-term capital
gains are taxable as ordinary income. Distributions of long-term capital gains
are generally taxable as such, regardless of how long you have held your Fund
shares. 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 distribution 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 federal, state, local or other applicable tax laws.
(11) 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.
(12) 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.
15
<PAGE>
YOUR ACCOUNT
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, state and local income tax.
16
<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 the Fund's portfolio securities.
Crabbe Huson has been an investment advisor since 1980. As of January 31, 2000,
Crabbe Huson managed over $1.7 billion in assets.
For the 1999 fiscal year, aggregate advisory fees paid to Crabbe Huson by the
Fund amounted to 0.45% of average daily net assets of the Fund.
PORTFOLIO MANAGER
- --------------------------------------------------------------------------------
MICHAEL B. STOKES, CFA, joined Crabbe Huson as an analyst in August, 1996.
Prior to joining Crabbe Huson, Mr. Stokes was a financial analyst for Salomon
Brothers from July, 1994 to June, 1996.
17
<PAGE>
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last five fiscal
years, which run from November 1 to October 31. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in the
Fund (assuming reinvestment of all dividends and distributions). The
information for the year ended October 31, 1999 has been derived from the Fund's
financial statements which have been audited by Ernst & Young LLP, independent
auditors, whose report, along with the Fund's financial statements, is included
in the Fund's annual report. The information for all periods prior to
October 31, 1998, has been derived from the Fund's financial statements which
have been audited by KPMG LLP, the Fund's previous independent auditors, whose
report expressed an unqualified opinion on the financial highlights. You can
request a free annual report by calling 1-800-426-3750.
THE FUND
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
1999 1998 1997 1996 1995
CLASS A CLASS B CLASS C CLASS A CLASS A CLASS A CLASS A
(B) (B) (H)
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 10.440 10.580 10.580 14.090 11.580 9.690 9.500
- ----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income (loss) 0.581(a) 0.424(a) 0.425(a) 0.400 0.380 0.380 0.440
- ----------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) (0.939) (1.269) (1.280) (2.000) 3.020 2.010 0.310
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations (0.358) (0.845) (0.855) (1.600) 3.400 2.390 0.750
- ----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($):
From net investment income (0.357) (0.185) (0.185) (0.360) (0.380) (0.380) (0.440)
- ----------------------------------------------------------------------------------------------------------------------------------
From net realized gains (loss) (0.175) -- -- (1.690) (0.510) (0.120) (0.120)
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions Declared to Shareholders (0.532) (0.185) (0.185) (2.050) (0.890) (0.500) (0.560)
- ----------------------------------------------------------------------------------------------------------------------------------
Net asset value--
End of period ($) 9.550 9.550 9.540 10.440 14.090 11.580 9.690
- ----------------------------------------------------------------------------------------------------------------------------------
Total return (%) (c)(d) (3.73) (8.12)(e) (8.21)(e) (13.39) 30.56 25.39 8.31
- ----------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses (f) 1.50 2.25(g) 2.25(g) 1.50 1.50 1.50 1.50
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income (f) 5.59 5.01(g) 5.01(g) 3.71 2.93 3.59 4.59
- ----------------------------------------------------------------------------------------------------------------------------------
Fees and expenses waived or borne
by the Advisor/Administrator (f) 0.81 0.98(g) 0.98(g) 0.42 0.26 0.38 0.39
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 82 82 82 97 80 120 60
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets at end of period (000) ($) 8,185 764 64 17,423 34,259 20,649 18,986
</TABLE>
(a) Per share data was calculated using average shares outstanding during
the period.
(b) Class B and Class C shares were initially offered on January 27, 1999.
Per share amounts reflect activity from that date.
(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 or its affiliates not waived or reimbursed a portion of
expenses, total return would have been reduced.
(e) Not annualized.
(f) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
(g) Annualized.
(h) Effective October 19, 1998, the Primary shares were redesignated Class
A shares.
18
<PAGE>
NOTES
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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 Statement of Additional Information for more
information on the Fund and the securities in which it invests. The Statement of
Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the E-mail address [email protected] or, by writing or
calling the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102
Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.
INVESTMENT COMPANY ACT FILE NUMBERS:
Liberty Funds Trust III (formerly Colonial Trust III): 811-00881
- - Crabbe Huson Real Estate Investment Fund
[LIBERTY FUNDS LOGO]
ALL-STAR - COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc.(c)2000
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
www.libertyfunds.com
<PAGE>
CRABBE HUSON REAL ESTATE INVESTMENT FUND PROSPECTUS, MARCH 1, 2000
CLASS Z SHARES
Advised by Crabbe Huson Group, 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. the Fund's distributor, 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 the distributor provided
that the clients meet certain criteria established by the distributor and its
affiliates.
Although these securities have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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 OF CONTENTS
<TABLE>
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 Manager........................
FINANCIAL HIGHLIGHTS
- -----------------------------------------
</TABLE>
- -----------------------------
Not FDIC May Lose Value
Insured -----------------
No Bank Guarantee
- -----------------------------
<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 Fund's investment
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 for 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 temporarily suspend 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, which you may obtain free of
charge (see back cover). 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 (including additional risks that are not described here) which
could prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions.
2
<PAGE>
THE FUND
The Fund may invest in equity real estate investment trusts (REITs). REITs are
entities which either own properties or make construction or mortgage loans.
Equity REITs may also include operating or finance companies. 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. In addition,
although the Fund does not invest directly in real estate, a REIT investment by
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
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-year, five- year and the life of the fund periods. It includes the effects
of Fund expenses.
The Fund's return is compared to the National Association of Real Estate
Investment Trust Index (NAREIT Index), an unmanaged index that tracks the
performance of all equity real estate investment trusts (REITs) that trade on
the New York Stock Exchange, the American Stock Exchange and the NASDAQ. 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 Real Estate 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.
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 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 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance.
CALENDAR-YEAR TOTAL RETURNS (CLASS Z)(1)
[BAR CHART]
<TABLE>
<S> <C>
1995 9.46%
1996 36.04%
1997 18.77%
1998 -13.22%
1999 - 7.90%
</TABLE>
For period shown in bar chart:
Best quarter: 4th quarter 1996, +16.31%
Worst quarter: 3rd quarter 1998, -11.65%
AVERAGE ANNUAL TOTAL RETURNS-- FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
INCEPTION LIFE OF THE
DATE 1 YEAR 5 YEARS FUND
--------- ------ ------- ------------
<S> <C> <C> <C> <C>
Class Z (%) 1/29/99 -7.71 7.21(2) 6.34(2)
NAREIT Index (%) N/A -4.62 9.85 8.34(3)
Lipper Average (%) N/A -3.28 8.30 6.40(3)
</TABLE>
(1) Because the Class Z shares have not completed a full calendar year the bar
chart shown is for Class A shares, the oldest existing fund class.
(2) 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. The 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 (1) charges or service fees. Class A shares were initially
offered on April 1, 1994, and Class Z shares were initially offered on
January 29, 1999.
(3) Performance information is from March 31, 1994.
4
<PAGE>
THE FUND
5
<PAGE>
THE FUND
UNDERSTANDING EXPENSES
SALES CHARGES 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, brokerage costs, 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. 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
- - Assumes reinvestment of all dividends and distributions
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(4) (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 lesser of purchase price or redemption price) 0.00
- --------------------------------------------------------------------------------
Redemption fee(%) (as a percentage of amount redeemed, if applicable) (5)
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS Z
<S> <C>
Management and administration fees(6) (%) 1.05
- --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.00
- --------------------------------------------------------------------------------
Other expenses(6) (%) 1.02
- --------------------------------------------------------------------------------
Total annual fund operating expenses(6) (%) 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 Z $210 $648 $1,111 $2,396
</TABLE>
(4) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.
(5) There is a $7.50 charge for wiring sale proceeds to your bank.
(6) The Fund's advisor and administrator have voluntarily agreed to waive
advisory and administration fees and reimburse the Fund for certain
expenses so that the total annual fund operating expenses (exclusive of
distribution and service fees, brokerage commissions, interest, taxes and
extraordinary expenses, if any) will not exceed 1.25%. As a result, the
actual management and administration fees for Class Z shares would be
0.23%, other expenses would be 1.02% and total annual fund operating
expenses would be 1.25%. This arrangement may be terminated by the advisor
or administrator at any time.
6
<PAGE>
YOUR ACCOUNT
WHO IS ELIGIBLE TO BUY CLASS Z SHARES?
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 the
distributor 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 the distributor provided that the clients meet certain criteria
established by the distributor and its affiliates.(7)
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. "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 THE VARIOUS OPTIONS FOR BUYING 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 or your financial advisor may acquire shares by exchanging
shares you own in one fund for shares of the same class or
Class A of the Fund at no additional cost. There may be an
additional charge if exchanging from a money market fund.
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. Electronic funds transfers may take up to two
business days to settle and be considered in "good form".
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. 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 the Fund at no additional
sales charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>
(7) The Fund reserves the right to change the criteria for eligible investors.
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 one class of shares in this prospectus -- CLASS Z.
The Fund also offers three additional classes of shares -- Class A, B and C
shares 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, which is the
value of a Fund share excluding any sales charge. Class Z shares are not subject
to an initial sales charge when purchased or a contingent deferred sales charge
when sold.
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 Liberty Funds Distributor, Inc.
at net asset value. 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 its
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" also 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
(usually on the next business day after your request is received in "good
form"). However, if you purchased your shares by check, the Fund may delay
sending the proceeds from the sale of your shares for up to 15 days after your
purchase to protect against checks that are returned. No interest will be paid
on uncashed redemption checks.
8
<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 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, unless you have notified the Fund of an
address change within the previous 30 days. 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. Certain
restrictions apply to retirement accounts. For details, call
1-800-345-6611.
- -------------------------------------------------------------------------------------
By mail You may send a signed letter of instruction or stock power form
to the address below. In your letter of instruction, 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 owners.
For details, call 1-800-345-6611.
Mail your letter of instruction 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>
9
<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 net asset value (NAV). The NAV is determined at the close of
regular trading on 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 the distributor. In most cases,
in order to receive that day's price, the distributor 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 Class Z 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 some share classes for the Fund in most major
daily newspapers under the caption "Liberty." 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.
10
<PAGE>
YOUR ACCOUNT
UNDERSTANDING FUND DISTRIBUTIONS
The Fund earns income from the securities it holds. The Fund also may realize
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 Represents interest and dividends earned from securities
held by the Fund.
- --------------------------------------------------------------------------------
Capital gains Represents net long-term capital gains on sales of
securities held for more than 12 months and net short-term
capital gains, which are gains on sales of securities held
for a 12-month period or less.
</TABLE>
DISTRIBUTION OPTIONS The Fund distributes dividends quarterly and any capital
gains (including short-term capital gains) at least annually. You can choose one
of the options listed in the table below for these distributions when you open
your account.(8) 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 (see options below) and reinvest capital gains(9)
-------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options)(9):
- - 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
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 distributions of dividends, interest and short-term capital
gains distributions are taxable as ordinary income. Distributions of long-term
capital gains are generally taxable as such, regardless of how long you have
held your Fund shares. 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 distribution 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 federal, 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, state and local income tax.
(8) 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.
(9) 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
- --------------------------------------------------------------------------------
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 the Fund's portfolio securities.
Crabbe Huson has been an investment advisor since 1980. As of January 31, 2000,
Crabbe Huson managed over $1.7 billion in assets.
For the 1999 fiscal year, aggregate advisory fees paid to Crabbe Huson by the
Fund amounted to 0.45% of average daily net assets of the Fund.
PORTFOLIO MANAGER
- --------------------------------------------------------------------------------
MICHAEL B. STOKES, CFA, joined Crabbe Huson as an analyst in August, 1996.
Prior to joining Crabbe Huson, Mr. Stokes was a financial analyst for Salomon
Brothers from July, 1994 to June 1996.
12
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the period January 27, 1999
(inception date) to October 31, 1999. Certain information reflects financial
results for a single Fund share. The total returns in the table represent the
rate that you would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). The information for the year
ended October 31, 1999, has been derived from the Fund's financial statements
which have been audited by Ernst & Young LLP, independent auditors, whose
report, along with the Fund's financial statements, is included in the Fund's
annual report. The information for all periods prior October 31, 1998, has been
derived from the Fund's financial statements which have been audited by KPMG
LLP, the Fund's previous independent auditors, whose report expressed an
unqualified opinion on the financial highlights. You can request a free annual
report by calling 1-800-426-3750.
THE FUND
<TABLE>
<CAPTION>
Period ended
October 31, 1999
CLASS Z(b)
<S> <C>
Net asset value --
Beginning of period ($) 10.440
- --------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income (a) 0.495
- --------------------------------------------------------------------------------
Net realized and unrealized loss (1.129)
- --------------------------------------------------------------------------------
Total from Investment Operations (0.634)
================================================================================
LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($):
From net investment income (0.246)
- --------------------------------------------------------------------------------
Distributions from capital gains --
- --------------------------------------------------------------------------------
Total Distributions Declared to Shareholders (0.246)
================================================================================
Net asset value --
End of period ($) 9.560
- --------------------------------------------------------------------------------
Total return (%) (c)(d)(e) (6.24)
================================================================================
RATIOS TO AVERAGE NET ASSETS (%):
Expenses (f) 1.25
- --------------------------------------------------------------------------------
Net investment income (f) 6.04
- --------------------------------------------------------------------------------
Fees and expenses waived or borne
by the advisor (f) 0.98
- --------------------------------------------------------------------------------
Portfolio turnover (%) 82
- --------------------------------------------------------------------------------
Net assets at end of period (000) ($) 493
</TABLE>
(a) Per share data was calculated using average shares outstanding during the
period.
(b) Class Z shares were initially offered on January 29, 1999. Per share
amounts reflect activity from that date.
(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 or its affiliates not waived or reimbursed a portion of
expenses, total return would have been reduced.
(e) Not annualized
(f) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
13
<PAGE>
NOTES
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14
<PAGE>
NOTES
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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 Statement of Additional Information for more
information on the Fund and the securities in which it invests. The Statement of
Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the E-mail address [email protected] or, by writing the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102
Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.
INVESTMENT COMPANY ACT FILE NUMBER:
Liberty Funds Trust III (formerly Colonial Trust III): 811-00881
- - Crabbe Huson Real Estate Investment Fund
[LIBERTY FUNDS LOGO]
ALL-STAR - COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc.(c)2000
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
www.libertyfunds.com
<PAGE>
<PAGE>
CRABBE HUSON CONTRARIAN INCOME FUND PROSPECTUS MARCH 1, 2000
CLASS Z SHARES
Advised by Crabbe Huson Group, 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., the Funds distributor, 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 the distributor provided
that the clients meet certain criteria established by the distributor and its
affiliates. Although these securities have been registered with the Securities
and Exchange Commission, the Commission has not approved or disapproved 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 OF CONTENTS
<TABLE>
<S> <C>
THE FUND 2
- ------------------------------------------------------------------------------
Investment Goal......................................................... 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...........................................................
How to Exchange Shares.................................................. 7
How to Sell Shares...................................................... 7
Other Information About Your Account.................................... 9
MANAGING THE FUND 12
- ------------------------------------------------------------------------------
Investment Advisor...................................................... 12
Portfolio Managers...................................................... 12
FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------
</TABLE>
NOT FDIC MAY LOSE VALUE
INSURED NO BANK GUARANTEE
<PAGE>
THE 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 Investor Service or
Standard and Poor's Corporation, and (iii) cash and cash equivalents.
In managing the Fund, the Fund's investment 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 temporarily suspend 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
principal 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 Statement of Additional Information (SAI), which you may obtain
free of charge(see back cover). Approval by the Fund's shareholders is not
required to modify or change the Fund's investment goal or investment
strategies.
PRIMARY INVESTMENT RISKS
- -------------------------------------------------------------------------------
The primary risks of investing in the Fund are described below. There are many
circumstances (including additional risks that are not described here) which
could prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions.
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. 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.
2
<PAGE>
THE FUND
Because the Fund may invest in debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, 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 may impact its ability to make timely payments of interest or principal.
This could result in a decrease in the price of the security.
Structure risk is the risk that an event will occur (such as a security being
prepaid or called) that alters the security's cash flows. 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 security. In
addition, the potential impact of prepayment on the price of a mortgage-backed
security may be difficult to predict and may result in greater volatility.
3
<PAGE>
THE FUND
4
<PAGE>
THE 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-year, five-year and ten-year periods. It includes the effects of Fund
expenses.
The Fund's return is compared to the Lehman Brothers Government/Corporate Bond
Index (Lehman Brothers Index), an unmanaged index that tracks the performance of
a selection of U.S. government and investment grade 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. The
Fund's return is also compared to the average return of the funds included in
the Lipper Corporate A-Rated Debt 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.
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. If these arrangements were not in place, then the
performance results would have been lower. Any expense reduction arrangements
may be discontinued at any time. As with all mutual funds, past performance does
not predict the Fund's future performance.
CALENDAR-YEAR TOTAL RETURNS (1) (CLASS Z)
[BAR CHART]
<TABLE>
<S> <C>
1990 5.87%
1991 16.21%
1992 6.27%
1993
1994 -3.60%
1995 16.98%
1996 1.99%
1997 11.58%
1998 9.75%
1999 -0.68%
</TABLE>
For period shown in bar chart:
Best quarter: 4th quarter 1991, +6.09%
Worst quarter: 1st quarter 1996, -2.73%
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
INCEPTION
DATE 1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class Z (%) 9/15/99 -0.72 7.72(2) 6.86(2)
- -------------------------------------------------------------------------------------------------
Lehman Brothers Index (%) N/A -2.15 7.61 7.65
- -------------------------------------------------------------------------------------------------
Lipper Average (%) N/A -2.59 6.89 7.29
</TABLE>
(1) Because the Class Z shares have not completed a full calendar year, the
bar chart shown is for Class A shares, the oldest existing fund class.
(2) 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.
The 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 January 31, 1989. Class Z shares
were initially offered on September 15, 1999.
5
<PAGE>
THE FUND
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 and administration 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
- - Assumes reinvestment of all dividends and distributions.
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 (4) (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
CLASS Z
<S> <C>
Maximum sales charge (load) on purchases (%)
(as a percentage of the offering price) None
- -------------------------------------------------------------------------------
Maximum deferred sales charge (load) on
redemptions (%) (as a percentage of the
offering price) None
- -------------------------------------------------------------------------------
Redemption fee(5) (%) (as a percentage of amount
redeemed, if applicable) (4)
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS Z
<S> <C>
Management and administration fees(6) (%) 0.80
- --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.00
- --------------------------------------------------------------------------------
Other expenses(6)(%) 2.22
- --------------------------------------------------------------------------------
Total annual fund operating expenses(6) (%) 3.02
- --------------------------------------------------------------------------------
</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 $305 $933 $1,587 $3,337
- --------------------------------------------------------------------------------
</TABLE>
(3) A $10 annual fee is deducted from accounts of less than $1,000 and paid
to the transfer agent.
(4) There is a $7.50 charge for wiring sale proceeds to your bank.
(5) The Fund's advisor and administrator have voluntarily agreed to waive
advisory and administration fees for Class Z shares and reimburse the
Fund for certain expenses so that the total annual fund operating
expenses (exclusive of distribution and service fees, brokerage
commissions, interest, taxes, and extraordinary expenses, if any) will
not exceed 1.51%. As a result, the actual management and administrative
fees for Class Z shares would be 0.00%, other expenses for Class Z
shares would be 0.55% and total annual fund operating expenses for
Class Z shares would be 1.51% This arrangement may be terminated by the
advisor or administrator at any time.
6
<PAGE>
YOUR ACCOUNT
WHO IS ELIGIBLE TO BUY CLASS Z SHARES?
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 the
distributor 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 the distributor provided that the clients meet certain criteria
established by the distributor and its affiliates.(6)
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. "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 THE VARIOUS OPTIONS FOR BUYING SHARES:
<TABLE>
<CAPTION>
METHOD INSTRUCTIONS
<S> <C>
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
(new account) 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 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 or your financial advisor may acquire shares by
exchanging shares you own in one fund for shares of the
same class or Class A of the Fund at no additional
cost. There may be an additional charge if exchanging
from a money market fund. 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
transfer money funds from your bank account to your fund account
by calling 1-800-422-3737. Electronic funds transfers
may take up to two business days to settle and be
considered in "good form". 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
investment plan automatically from your bank account to your fund
account. You can select a pre-authorized amount to be
sent via electronic funds transfer. 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 the Fund at
no additional sales charge. To invest your dividends in
another fund, call 1-800-345-6611.
</TABLE>
(6) The Fund reserves the right to change the criteria for eligible
investors. 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 one class of shares in this prospectus -- CLASS Z.
The Fund also offers three additional classes of shares -- Class A, B and C
shares 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 not net asset value, which is the
value of a Fund share excluding any sales charge. Class Z shares are not subject
to an initial sales charge when purchased, or a contingent deferred sales charge
when sold.
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 Liberty Funds Distributor, Inc.
at net asset value. 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 its
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" also 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
(usually on the next business day after your request is received in "good
form"). However, if you purchased your shares by check, the Fund may delay
sending the proceeds from the sale of your shares for up to 15 days after your
purchase to protect against checks that are returned. No interest will be paid
on uncashed redemption checks.
8
<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
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, unless you have notified the
Fund of an address change within the previous 30 days. 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. Certain restrictions apply to retirement
accounts. For details, call 1-800-345-6611.
- --------------------------------------------------------------------------------
By mail You may send a signed letter of instruction or stock power
form to the address below. In your letter of instruction,
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 owners. For
details, call 1-800-345-6611.
Mail your letter of instruction 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>
9
<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 net asset value (NAV). The NAV is determined at the close of
regular trading on 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 the distributor. In most cases,
in order to receive that day's price, the distributor 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 attributable to Class Z shares by the number of Class Z 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 some share classes for the Fund in most major
daily newspapers under the caption "Liberty." 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.
10
<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 Represents interest and dividends earned from securities
held by the Fund.
- --------------------------------------------------------------------------------
Capital gains Represents net long-term capital gains on sales of
securities held for more than 12 months and net short-term
capital gains, which are gains on sales of securities held
for a 12-month period or less.
</TABLE>
DISTRIBUTION OPTIONS The Fund distributes dividends monthly and any capital
gains (including short-term capital gains) at least annually. You can choose one
of the options listed in the table below for these distributions when you open
your account.(7) 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 (see options below) and reinvest capital gains(8)
- --------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options) (8):
- - 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
(7) 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.
(8) 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>
YOUR ACCOUNT
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 distributions of dividends, interest and short-term capital
gains are taxable as ordinary income. Distributions of long-term capital gains
are generally taxable as such, regardless of how long you have held your Fund
shares. 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 distribution 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 federal, 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, state and local income tax.
12
<PAGE>
MANAGING THE FUND
INVESTMENT ADVISOR
Crabbe Huson Group, Inc. (Crabbe Huson), located at 121 S. W. Morrison, Suite
1400, Portland, OR 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 the Fund's portfolio securities.
Crabbe Huson has been an investment advisor since 1980. As of January 31, 2000,
Crabbe Huson managed over $1.7 billion in assets.
For the 1999 fiscal year, aggregate advisory fees paid to Crabbe Huson by the
Fund amounted to 0.00% of average daily net assets of the Fund.
PORTFOLIO MANAGERS
Management of the Fund is handled on a day-to-day basis by a team consisting of
Garth R. Nisbet CFA and Paul C. Rocheleau. Mr. Nisbet, the Chief Investment
Officer joined Crabbe Huson in April, 1995. Between February, 1993 and March,
1995, Mr. Nisbet was employed at Capital Consultants, Inc. as a portfolio
manager of its fixed income portfolio. Mr.Rocheleau joined Crabbe Huson in
December, 1992 and also manages other Crabbe Huson fixed-income mutual funds.
13
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the period January 27, 1999
(inception date) to October 31, 1999. Certain information reflects financial
results for a single Fund share. The total returns in the table represent the
rate that you would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). The information for the year
ended October 31, 1999 has been derived from the Fund's financial statements
which have been audited by Ernst & Young LLP, independent auditors, whose
report, along with the Fund's financial statements, is included in the Fund's
annual report. The information for all periods prior to October 31, 1998, has
been derived from the Fund's financial statements which have been audited by
KPMG LLP, the Fund's previous independent auditors, whose report expressed an
unqualified opinion on the financial highlights. You can request a free annual
report by calling 1-800-426-3750.
THE FUND
<TABLE>
<CAPTION>
Period ended
October 31, 1999
CLASS Z(b)
<S> <C>
Net asset value--
Beginning of period ($) 10.170
- --------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($):
Net investment income (a) 0.007
- --------------------------------------------------------------------------------
Net realized and unrealized gain (0.046)
- --------------------------------------------------------------------------------
Total from Investment Operations 0.053
- --------------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED
TO SHAREHOLDERS ($):
From net investment income (0.113)
- --------------------------------------------------------------------------------
In excess of net investment income ---
- --------------------------------------------------------------------------------
From net realized gains ---
- --------------------------------------------------------------------------------
From capital paid in ---
- --------------------------------------------------------------------------------
Total Distributions Declared to
Shareholders (0.113)
- --------------------------------------------------------------------------------
Net asset value --
End of period ($) 10.110
- --------------------------------------------------------------------------------
Total return (%) (c)(d)(e) 0.53
- --------------------------------------------------------------------------------
RATIOS TO NET ASSETS (%):
Expenses (f)(g) 0.55
- --------------------------------------------------------------------------------
Net investment income (f)(g) 5.46
- --------------------------------------------------------------------------------
Fees and expenses waived or borne
by the advisor/administrator (f)(g) 5.84
- --------------------------------------------------------------------------------
Portfolio turnover (%) 196
- --------------------------------------------------------------------------------
Net assets at end of period (/000) ($) 4,246
</TABLE>
(a) Per share data was calculated using average shares outstanding during the
period.
(b) Class Z shares were initially offered on September 15, 1999.
(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) Not annualized.
(f) The benefits derived from custody credits and directed brokerage
arrangement had no impact.
(g) Annualized.
14
<PAGE>
NOTES
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15
<PAGE>
NOTES
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16
<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 Statement of Additional Information for more
information on the Fund and the securities in which it invests. The Statement of
Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the E-mail address [email protected] or by writing the:
Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102
Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.
INVESTMENT COMPANY ACT FILE NUMBER:
Liberty Funds Trust III: 811-00881
- - Crabbe Huson Contrarian Income Fund
[LIBERTY FUNDS LOGO]
ALL-STAR - COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc.(c)2000
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
www.libertyfunds.com
746-01/576A-0200
<PAGE>
<PAGE>
CRABBE HUSON FUNDS PROSPECTUS, MARCH 1, 2000
- - CRABBE HUSON SMALL CAP FUND
- - CRABBE HUSON EQUITY FUND
- - CRABBE HUSON MANAGED INCOME & EQUITY FUND
- - 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.
TABLE OF CONTENTS
<TABLE>
<S> <C>
THE FUNDS
- --------------------------------------------------------------------------------
Each of these sections discusses the following topics: Investment Goals, Primary
Investment Strategies, Primary Investment Risks, Performance History and Your
Expenses.
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........................................................
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Crabbe Huson Small Cap Fund...............................................
Crabbe Huson Equity Fund..................................................
Crabbe Huson Managed Income & Equity Fund.................................
Crabbe Huson Contrarian Income Fund.......................................
</TABLE>
- ---------------------------
NOT FDIC MAY LOSE VALUE
INSURED -----------------
NO BANK GUARANTEE
- ---------------------------
<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 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 Fund's
investment 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 Fund's investment advisor may determine that adverse market
conditions make it desirable to temporarily suspend 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
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, which you may obtain free of
charge (see back cover). 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 (including additional risks that are not described here) which
could prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions.
Value stocks are securities of companies that 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 not approach the value the
advisor has placed on it.
2
<PAGE>
THE FUNDS CRABBE HUSON SMALL CAP FUND
Smaller companies are more likely than larger companies to have limited product
lines, operating histories, markets or financial resources. They may depend
heavily on a small management team. Stocks of small companies may trade less
frequently, may trade in smaller volume and may fluctuate more sharply than
stocks of larger companies. In addition, they may not be widely followed by the
investment community, which can lower the demand for their stock.
3
<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 the life of the Fund periods. It includes the effects of Fund
expenses.
The Fund's return is compared to the Russell 2000 Index, an unmanaged index that
tracks the performance of small-capitalization stocks traded on the New York
Stock Exchange, the American Stock Exchange and the NASDAQ. Unlike the Fund, the
index does not incur fees or expenses and is not professionally managed.. It is
not possible to invest in the index. The Fund's return is also compared to the
average return of the funds included in the Lipper Small Cap 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.
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 I shares. The
performance table following the bar chart shows how the Fund's average annual
returns for Class I shares 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance.
CALENDAR-YEAR TOTAL RETURNS (CLASS I)
[BAR CHART]
1989 - 0.00%
1990 - 0.00%
1991 - 0.00%
1992 - 0.00%
1993 - 0.00%
1994 - 0.00%
1995 - 0.00%
1996 - 0.00%
1997 - 26.67%
1998 - -31.82%
1999 - 10.59%
Best quarter: 2nd quarter 1999, +21.94%
Worst quarter: 3rd quarter 1998_, -32.05%
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
INCEPTION LIFE OF THE
DATE 1 YEAR FUND
--------- ------ -----------
<S> <C> <C> <C>
Class I (%) 2/20/96 10.59 3.42
- --------------------------------------------------------------------------------
Russell 2000 Index (%) N/A 21.26 13.66(1)
- --------------------------------------------------------------------------------
Lipper Average (%) N/A 33.49 17.12(1)
</TABLE>
(1) Performance information is from February 29, 1996.
4
<PAGE>
THE FUNDS CRABBE HUSON SMALL CAP FUND
5
<PAGE>
THE FUNDS CRABBE HUSON SMALL CAP FUND
UNDERSTANDING EXPENSES
SALES CHARGES 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, 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
- - Assumes reinvestment of all dividends and distributions
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(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 lesser of purchase price of
redemption price) 0.00
- --------------------------------------------------------------------------------
Redemption fee (%) (as a percentage of amount redeemed,
if applicable) (3)
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS I
<S> <C>
Management and administration fees(4) (%) 1.05
- --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.00
- --------------------------------------------------------------------------------
Other expenses (%) 0.37
- --------------------------------------------------------------------------------
Total annual fund operating expenses(4) (%) 1.42
</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 $145 $449 $776 $1,702
</TABLE>
(2) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.
(3) There is a $7.50 charge for wiring sale proceeds to your bank.
(4) The Fund's advisor and administrator have voluntarily agreed to waive
advisory and administration fees so that the (exclusive of distribution and
service fees, brokerage commissions, interest, taxes and extraordinary
expenses, if any) will not exceed 1.00%. As a result, the actual management
and administration fees for Class I shares would be 0.63%, other expenses
for Class I shares would be 0.37% and total annual fund operating expenses
for Class I shares would be 1.00%. This arrangement may be terminated by
the advisor or administrator at any time.
6
<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 invests 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 Fund's investment advisor follows a basic value, contrarian
approach in selecting stocks for its portfolio.
At times the Fund's investment advisor may determine that adverse market
conditions make it desirable to temporarily suspend 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
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, which you may obtain free of
charge (see back cover). 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 (including additional risks that are not described here) which
could prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic, or political conditions.
Value stocks are securities of companies that 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 not approach the value the
advisor has placed on it.
7
<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 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 500 Index (S&P 500
Index), an unmanaged index that tracks the performance of 500 widely held,
large-capitalization U.S. 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 Growth Funds category
(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.
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 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 and ten year periods. 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 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 I)
[BAR CHART]
1989 - 0.00%
1990 - -1.54%
1991 - 35.07%
1992 - 16.40%
1993 - 25.97%
1994 - 1.60%
1995 - 23.80%
1996 - 11.83%
1997 - 26.27%
1998 - -8.49%
1999 - 10.95%
For period shown in bar chart:
Best quarter: 1st quarter 1991, +18.98%
Worst quarter: 3rd quarter 1998, -19.93%
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
INCEPTION DATE 1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class I (%) 10/3/96 10.95 12.16(5) 13.40(5)
- --------------------------------------------------------------------------------
S&P 500 Index (%) N/A 21.03 28.54 18.19
- --------------------------------------------------------------------------------
Lipper Average (%) N/A 29.32 25.05 16.53
</TABLE>
(5) Class I 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. These 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 classes of shares would be higher, since Class I shares are not
subject to sales charges or service fees. Class A shares were initially
offered on January 31, 1989, and Class I shares were initially offered on
October 3, 1996.
8
<PAGE>
THE FUNDS CRABBE HUSON EQUITY FUND
9
<PAGE>
THE FUNDS CRABBE HUSON EQUITY FUND
UNDERSTANDING EXPENSES
SALES CHARGES 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, 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
- - Assumes reinvestment of all dividends and distribution
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(6) (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
lesser of purchase price or redemption price) 0.00
- -------------------------------------------------------------------------------
Redemption fee (%) (as a percentage of amount
redeemed, if applicable) (7)
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS I
<S> <C>
Management and administration fee(8) (%) 0.99
- --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.00
- --------------------------------------------------------------------------------
Other expenses (%) 0.24
- --------------------------------------------------------------------------------
Total annual fund operating expenses(8) (%) 1.23
</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 I $125 $390 $676 $1,489
</TABLE>
(6) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.
(7) There is a $7.50 charge for wiring sale proceeds to your bank.
(8) The Fund's advisor and administrator have voluntarily agreed to waive
advisory and administration fees so that the (exclusive of distribution and
service fees, brokerage commissions, interest, taxes and extraordinary
expenses, if any) will not exceed 1.00%. As a result, the actual management
and administration fees for Class I shares would be 0.77%, other expenses
for Class I shares would be 0.23% and total annual fund operating expenses
for Class I shares would be 1.00%. This arrangement may be terminated by
the advisor or administrator at any time.
10
<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 appreciation and income.
PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
The Fund invests in a combination of stocks, bonds and cash. The Fund's
investment 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 stocks 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 Fund's investment advisor may determine that adverse market
conditions make it desirable to temporarily suspend 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
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, which you may obtain free of
charge (see back cover). 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 (including additional risks that are not described here) which
could prevent the Fund from achieving its investment goals. It is possible to
lose money by investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions.
Value stocks are securities of companies that may have experienced adverse
business or industry developments or may be subject to special risks that have
caused the stocks to
11
<PAGE>
THE FUNDS CRABBE HUSON EQUITY FUND
be out of favor. If the advisor's assessment of a company's prospects is wrong,
the price of its stock 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. 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 security. 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, 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 may impact the issuer's ability to make timely payments of interest or
principal. This could result in a decrease in the price of the security.
12
<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-year, five-year and ten-year periods. It includes the effects of Fund
expenses.
The Fund's return is compared to the Lehman Brothers Government/Corporate Bond
Index (Lehman Brothers Index), an unmanaged index that tracks the performance of
a selection of U.S. government and investment grade U.S. corporate bonds and the
Standard & Poor's 500 Index (S&P 500 Index), an unmanaged index that tracks the
performance of 500 widely held large-capitalization U.S. 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 Flexible Portfolio 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.
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 I shares. The
performance table following the bar chart shows how the Fund's annual returns
for Class I shares compare with those of a broad measure of market performance
for 1 year, 5 years(1) and 10 years(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. Performance results include the effect of expense reduction
arrangements, if any. If these arrangements were not in place, then the
performance results would have been lower. Any reduction arrangements may be
discontinued at any time. As with all mutual funds, past performance does not
predict the Fund's future performance.
CALENDAR-YEAR TOTAL RETURNS (CLASS I)
[BAR CHART]
1989 - 0.00%
1990 - -0.76%
1991 - 21.22%
1992 - 12.20%
1993 - 18.20%
1994 - -0.84%
1995 - 20.21%
1996 - 6.90%
1997 - 19.68%
1998 - 0.12%
1999 - 6.65%
For period shown in bar chart:
Best quarter: 2nd quarter 1997, +11.85%
Worst quarter: 3rd quarter 1998, -10.21%
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
INCEPTION
DATE 1 YEAR 5 YEARS TEN YEARS
<S> <C> <C> <C> <C>
Class I (%) 10/28/96 6.65 10.43(1) 10.02(1)
- --------------------------------------------------------------------------------
Lehman Brothers Index (%) N/A -2.15 7.61 7.65
- --------------------------------------------------------------------------------
S&P 500 Index (%) N/A 21.03 28.54 18.19
- --------------------------------------------------------------------------------
Lipper N/A 12.53 16.84 12.27
</TABLE>
(9) Class I 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. These 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 classes of shares would be higher, since Class I shares are not
subject to sales charges or service fees. Class A shares were initially
offered on January 31, 1989, and Class I shares were initially offered on
October 28, 1996.
13
<PAGE>
THE FUNDS CRABBE HUSON MANAGED INCOME & EQUITY FUND
- -------------------------------------------------------------------------------
Average (%)
14
<PAGE>
THE FUNDS CRABBE HUSON MANAGED INCOME & EQUITY FUND
UNDERSTANDING EXPENSES
SALES CHARGES 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, 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
- - Assumes reinvestment of all dividends and distributions
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(10) (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
lesser of purchase price or redemption price) 0.00
- --------------------------------------------------------------------------------
Redemption fee (%) (as a percentage of amount
redeemed, if applicable) (11)
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
CLASS I
<S> <C>
Management and administration fees(12) (%) 1.05
- --------------------------------------------------------------------------------
Distribution and service (12b-1) fees (%) 0.00
- --------------------------------------------------------------------------------
Other expenses (%) (12) 0.24
- --------------------------------------------------------------------------------
Total annual fund operating expenses(12) (%) 1.29
</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 $131 $409 $708 $1,556
- --------------------------------------------------------------------------------
</TABLE>
(10) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.
(11) There is a $7.50 charge for wiring sale proceeds to your bank.
(12) The Fund's advisor and administrator have voluntarily agreed to waive
advisory and administration fees and reimburse the Fund for certain
expenses so that the total annual fund operating expenses (exclusive of
distribution and service fees, brokerage commissions, interest, taxes and
extraordinary expenses, if any) will not exceed 1.00%. As a result, the
actual management and administration fees for Class I shares would be
0.74%, other expenses for Class I shares would be 0.26% and total annual
fund operating expenses for Class I shares would be 1.00%. This arrangement
may be terminated by the advisor or administrator at any time.
15
<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 Fund's investment advisor follows a basic value,
contrarian approach in selecting securities for the Fund's 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 Fund's investment advisor may determine that adverse market
conditions make it desirable to temporarily suspend 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
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, which you may obtain free of
charge (see back cover). 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 (including additional risks that are not described here) which
could prevent the Fund from achieving its investment goal. It is possible to
lose money by investing in the Fund.
Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions.
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. 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.
16
<PAGE>
THE 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 cash flows. 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 security. 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, 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 may impact its ability to make timely payments of interest or principal.
This could result in a decrease in the price of the security.
17
<PAGE>
THE CRABBE HUSON CONTRARIAN INCOME 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, five-year and ten-year periods. It includes the effects of Fund
expenses.
The Fund's return is compared to the Lehman Government/Corporate Bond Index
(Lehman Brothers Index), an unmanaged index that tracks the performance of a
selection of U.S. government and investment grade 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. The
Fund's return is also compared to the average return of the funds included in
the Lipper Corporate Debt A-Rated 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.
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 I shares. The
performance table following the bar chart shows how the Fund's average annual
returns for Class I shares compare with those of a broad measure of market
performance for 1 year, 5 years and ten year periods. 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
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 I)
[BAR GRAPH]
1990 - 5.87%
1991 - 16.21%
1992 - 6.25%
1993 - 6.27%
1994 - -3.60%
1995 - 16.98%
1996 - 1.99%
1997 - 11.58%
1998 - 9.97%
1999 - -0.20%
For period shown in bar chart:
Best quarter: 4th quarter 1991, +6.09%
Worst quarter: 1st quarter 1996, -2.73%
AVERAGE ANNUAL TOTAL RETURNS -- FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
INCEPTION DATE 1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Class I (%) 10/1/98 -0.20 7.88(13) 6.94(13)
Lehman Brothers Index(%) N/A -2.15 7.61 7.65
Lipper Average (%) N/A -2.59 6.89 7.29
</TABLE>
(13) Class I 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. These 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 classes of shares would be higher, since Class I shares are not
subject to sales charges or service fees. Class A shares were initially
offered on January 31, 1989, and Class I shares were initially offered on
October 1, 1998.
18
<PAGE>
THE CRABBE HUSON CONTRARIAN INCOME FUND
UNDERSTANDING EXPENSES
SALES CHARGES 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
- - Assumes reinvestment of all dividends and distributions
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(14) (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 lesser of purchase price or redemption price) 0.00
Redemption fee (%) (as a percentage of amount redeemed, if applicable) (15)
</TABLE>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM THE FUND)
<TABLE>
<CAPTION>
CLASS I
<S> <C>
Management and administration fees(16) (%) 0.80
Distribution and service (12b-1) fees (%) 0.00
Other expenses(16) (%) 2.05
Total annual fund operating expenses(16) (%) 2.85
</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 I $288 $883 $1,504 $3,176
</TABLE>
(14) A $10 annual fee is deducted from accounts of less than $1,000 and paid to
the transfer agent.
(15) There is a $7.50 charge for wiring sale proceeds to your bank.
(16) The Fund's advisor and administrator have voluntarily agreed to waive
advisory and administration fees and reimburse the Fund for certain
expenses so that the total annual fund operating expenses (exclusive of
distribution and service fees, brokerage commissions, interest, taxes and
extraordinary expenses, if any) will not exceed 0.38%. As a result, the
actual management and administration fees for Class I shares would be
0.00%, other expenses for Class I shares would be 0.38% and total annual
fund operating expenses for Class I shares would be 0.38%. This arrangement
may be terminated by the advisor or administrator at any time.
19
<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. "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.(17)
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 or your financial advisor may acquire shares by exchanging
shares you own in one fund for shares of the same class of
the Fund at no additional cost. There may be and additional
charge if exchanging from a money market fund. 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
1-800-422-3737. Electronic funds transfers may take up to
two business days to settle and be considered in "good
form". 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. 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 the Fund at no additional sales
charge. To invest your dividends in another fund, call
1-800-345-6611.
</TABLE>
(17) Each Fund reserves the right to change the criteria for eligible investors
Each Fund 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.
20
<PAGE>
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 Liberty Funds Distributor, Inc.
at net asset value. 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 its
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 a Fund on any regular business day that the New
York Stock Exchange (NYSE) is open.
When a 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" also 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.
21
<PAGE>
The Fund will generally send proceeds from the sale to you within seven days
(usually on the next business day after your request is received in "good
form"). However, if you purchased your shares by check, a Fund may delay sending
the proceeds from the sale of your shares for up to 15 days after your purchase
to protect against checks that are returned. No interest will be paid on
uncashed redemption checks.
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 a Fund into Class I 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, unless you have notified the Fund of an
address change within the previous 30 days. 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. Certain
restrictions apply to retirement accounts. For details, call
1-800-345-6611.
By mail You may send a signed letter of instruction or stock power form
to the address below. In your letter of instruction, note the
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
owners. For details, call 1-800-345-6611.
Mail your letter of instruction 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>
22
<PAGE>
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 net asset value (NAV). The NAV is determined at the close of
regular trading on 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 the distributor. In most cases,
in order to receive that day's price, the distributor 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 its Class I shares by dividing total net assets
attributable to Class I shares by the number of Class I 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 Funds may use other data
to determine the fair value of the securities.
You can find the daily prices of some share classes for each Fund in most major
daily newspapers under the caption "Liberty". 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 I shares.
23
<PAGE>
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 The Funds have the potential to make the
following distributions:
TYPES OF DISTRIBUTIONS
<TABLE>
<S> <C>
Dividend Represents interest and dividends earned from securities
held by the Funds;
Capital gains Represents net long-term capital gains on sales of
securities held for more than 12 months and net short-term
capital gains which are gains on sales of securities held
for a 12-month period or less.
</TABLE>
DISTRIBUTION OPTIONS The Small Cap and Equity Funds distribute dividends and any
capital gains (including short-term capital gains) at least annually. The
Managed Income & Equity Fund distributes dividend distributions quarterly and
any capital gains (including short-term capital gains) at least annually. The
Contrarian Income Fund distributes dividend distributions monthly and any
capital gains (including short-term capital gains) at least annually. You can
choose one of the options (listed in the table below) for these distributions
when you open your account.(18) 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 (see options below) and reinvest capital gains(19)
- --------------------------------------------------------------------------------
Receive all distributions in cash (with one of the following options):(19)
- - 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 distributions of dividends, interest and short-term capital
gains are taxable as ordinary income. Distributions of long-term capital gains
are generally taxable as such, regardless of how long you have held your Fund
shares. 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 federal, state, local or other applicable tax laws.
(18) 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.
(19) 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.
24
<PAGE>
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, state and local income tax.
25
<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
January 31, 2000, Crabbe Huson managed over $1.7 billion in assets.
For the 1999 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 0.61%,
0.77%, 0.68% and 0.00% of average daily 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, President, and John W. Johnson CFA. 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.
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.CFA, Robert E. Anton
and Garth R. Nisbet CFA and Paul Rocheleau. Mr. Maack is coordinator of the
team. Mr. Maack was employed as a portfolio manager and securities analyst by
Crabbe Huson from 1988 to July, 1999. He returned to employment with Crabbe
Huson in December, 1999 as Director of Equities, Portfolio Manager and Analyst
after being on sabbatical. 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, Chief
Investment Officer, 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. Mr. Rocheleau joined Crabbe
Huson in December, 1992.
Management of the INCOME portfolio is handled on a day-to-day basis by a team
consisting of Mr. Nisbet and Paul C. Rocheleau.
26
<PAGE>
Other Investment Strategies and Risks
27
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Funds'
financial performance. Information is shown for the Funds' last four 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 a
Fund (assuming reinvestment of all dividends and distributions). The
information for the year ended October 31, 1999, has been derived from the
Funds'financial statements which have been audited by Ernst & Young LLP,
independent auditors, whose report, along with the Funds' financial statements,
is included in the Funds' annual report. The information for all periods prior
to October 31, 1998, has been derived from the Funds' financial statements
which have been audited by KPMG LLP, the Funds' previous independent auditors,
whose report expressed an unqualified opinion on the financial highlights.
You can request a free annual report by calling 1-800-426-3750.
CRABBE HUSON SMALL CAP FUND - CLASS I
<TABLE>
<CAPTION>
Years ended October 31
1999 1998 1997 1996(f)
Class I Class I Class I Class I
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 8.680 15.530 11.010 11.050
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income (loss) (a) (0.035)(a) 0.030 0.070 ---
Net realized and unrealized gain (loss) (0.394) (5.580) 4.620 (0.040)
Total from Investment Operations (0.429) (5.550) 4.690 (0.040)
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS ($)
From net investment income --- (0.010) (0.030) ---
In excess of net investment income --- (0.050) --- ---
From net realized gains (0.039) (1.240) (0.140) ---
In excess of net realized gains (0.012) ---
Total Distributions Declared to Shareholders (0.051) (1.300) (0.170) ---
Net asset value -End of period ($) 8.200 8.680 15.530 11.010
Total return (%) (c)(d) (5.00) (38.37) 43.11 (0.36)(g)
RATIOS TO AVERAGE
NET ASSETS (%):
Expenses 1.00(e) 1.00(e) 1.00(h)(i) 1.00(h)(i)
Net investment income (0.39)(e) (0.28)(e) 0.60(h)(i) (0.43)(h)(i)
Fees and expenses waived or borne by the
Advisor/Administrator 0.42(e) 0.21(e) 0.28(h) 2.55(h)
Portfolio turnover 12 30 65 39
Net assets at end of
period (in millions/000)($) 24,481 62,539 71,655 1,514
</TABLE>
(a) Per share data was calculated using average shares outstanding during the
period.
(b) Effective October 19, 1998, the Institutional shares were redesignated
Class I shares.
(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) The Fund commenced investment operations on October 10, 1996
(g) Not annualized.
(h) Includes expenses paid indirectly through directed brokerage and certain
expense offset arrangement.
(i) Annualized.
28
<PAGE>
Financial Highlights
CRABBE HUSON EQUITY FUND - CLASS I
<TABLE>
<CAPTION>
Years ended October 31
1999 1998(c) 1997 1996(b)
Class I Class I Class I Class I
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 16.650 23.400 19.510 19.820
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income (loss) (a) 0.115(a) 0.170 0.210 0.000
Net realized and unrealized gain (loss) 0.818 (2.030) 5.310 (0.310)
Total from Investment Operations 0.933 (1.860) 5.520 (0.310)
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS ($)
From net investment income (0.182) (0.150) (0.090) 0.000
In excess of net investment income
From net realized gains (0.581) (4.740) (1.540) 0.000
Total Distributions Declared to Shareholders (0.763) (4.890) (1.630) 0.000
Net asset value -End of period ($) 16.820 16.650 23.400 19.510
Total return (%) (d)(e) 5.75 (9.72) 30.35 (1.56)
RATIOS TO AVERAGE
NET ASSETS (%):
Expenses 0.93(g) 1.01(h) 1.00(h) 1.00(h)(i)
Net investment income 0.67(g) 0.76(h) 0.71(h) 0.15(h)(i)
Fees and expenses waived or borne by the
Advisor/Administrator 0.28(g) 0.12 0.23 0.58(i)
Portfolio turnover 134 1 129 117
Net assets at end of
period (in millions/000)($) 14,190 27,672 24,084 4,415
</TABLE>
(a) Per share data was calculated using average shares outstanding during the
period.
(b) Class I shares were initially offered on October 3, 1996. Per share amounts
reflect activity from that date.
(c) Effective October 19, 1998, the Institutional shares were redesignated
Class I shares.
(d) Total return at net asset value assuming all distributions reinvested and
no initial sales charge or contingent deferred sales charge.
(e) Had the Advisor not waived or reimbursed a portion of expenses, total
return would have been reduced.
(f) Not annualized.
(g) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
(h) Includes expenses paid indirectly through directed brokerage and certain
expense offset arrangements.
(i) Annualized.
29
<PAGE>
Financial Highlights
CRABBE HUSON MANAGED INCOME & EQUITY FUND - CLASS I
<TABLE>
<CAPTION>
Years ended October 31
1999 1998(c) 1997 1996(b)
Class I Class I Class I Class I
<S> <C> <C> <C> <C>
Net asset value--
Beginning of period ($) 12.810 14.940 13.390 13.380
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income (loss) 0.334(a) 0.320 0.420 0.010
Net realized and unrealized gain (loss) 0.269 (0.370) 2.240 0.080
Total from Investment Operations 0.603 (0.050) 2.660 0.090
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS ($)
From net investment income (0.367) (0.270) (0.370) (0.080)
In excess of net realized gains
From capital paid in
Total Distributions Declared to Shareholders (0.643) (2.080) (1.110) (0.080)
Net asset value -End of period ($) 12.770 12.810 14.940 13.390
Total return (%) (d)(e) 4.75 (0.44) 21.18 0.59(f)
RATIOS TO AVERAGE
NET ASSETS (%):
Expenses 0.96(g) 1.01(h) 1.00(h) 1.00(h)(i)
Net investment income 2.54(g) 2.58(h) 2.70(h) 2.87(h)(i)
Fees and expenses waived or borne by the
Advisor/Administrator 0.33(g) 0.24 0.42 1.00
Portfolio turnover (%) 99 115 119 252
Net assets at end of
period (in millions/000)($) 21,188 33,723 28,598 2,526
</TABLE>
(a) Per share data was calculated using average shares outstanding during the
period.
(b) Class I shares were initially offered on October 28, 1996. Per share
amounts reflect activity from that date.
(c) Effective October 19, 1998, the Institutional shares were redesignated
Class I shares.
(d) Total return at net asset value assuming all distributions reinvested and
no initial sales charge or contingent deferred sales charge.
(e) Had the Advisor or its affiliates not waived or reimbursed a portion of
expenses, total return would have been reduced.
(f) Not annualized.
(g) The benefits derived form custody credits and directed brokerage
arrangements had no impact.
(h) Includes expenses paid indirectly through directed brokerage and certain
expenses offset arrangements.
(i) Annualized.
30
<PAGE>
FINANCIAL HIGHLIGHTS
CRABBE HUSON CONTRARIAN INCOME FUND - CLASS I
<TABLE>
<CAPTION>
Years ended October 31
1999 1998(b)
Class I Class I
------- -------
<S> <C> <C>
Net asset value--
Beginning of period ($) 10.900 10.990
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS ($)
Net investment income (loss) 0.607(a) 0.020
- -----------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) (0.512) (0.070)
- -----------------------------------------------------------------------------------------------------
Total from Investment Operations (0.095) (0.050)
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS ($)
From net investment income (0.700) (0.040)
- -----------------------------------------------------------------------------------------------------
In excess of net realized gains
- -----------------------------------------------------------------------------------------------------
From capital paid in
- -----------------------------------------------------------------------------------------------------
Total Distributions Declared to Shareholders (0.895) (0.040)
- -----------------------------------------------------------------------------------------------------
Net asset value -End of period ($) 10.100 10.900
- -----------------------------------------------------------------------------------------------------
Total return (%) (c)(d) 0.90 (0.45)(e)
- -----------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE
NET ASSETS (%):
Expenses(f) 0.38 0.38(g)
- -----------------------------------------------------------------------------------------------------
Net investment income(f) 5.99 5.88(g)
- -----------------------------------------------------------------------------------------------------
Fees and expenses waived or borne by the
Advisor/Administrator(f) 2.36 4.62(g)
- -----------------------------------------------------------------------------------------------------
Portfolio turnover (%) 196 158
- -----------------------------------------------------------------------------------------------------
Net assets at end of
period (in millions/000)($) 101 100
- -----------------------------------------------------------------------------------------------------
</TABLE>
(a) Per share data was calculated using average shares outstanding during the
period.
(b) Class I shares were initially offered on October 19, 1998. Per share
amounts reflect activity from that date.
(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 or its affiliates not waived or reimbursed a portion of
expenses, total return would have been reduced.
(e) Not annualized.
(f) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
(g) Annualized.
31
<PAGE>
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32
<PAGE>
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33
<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 for more
information on the Funds and the securities in which they invest. The Statement
of Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site at
www.sec.gov.
You can review and copy information about the Funds 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 20549-0102
Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.
INVESTMENT COMPANY ACT FILE NUMBER:
Liberty Funds Trust III (formerly 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 FUNDS LOGO]
ALL-STAR - COLONIAL - CRABBE HUSON - NEWPORT - STEIN ROE ADVISOR
Liberty Funds Distributor, Inc.(c)2000
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
www.libertyfunds.com
<PAGE>
- --------------------------------------------------------------------------------
<PAGE>
COLONIAL SELECT VALUE FUND
A SERIES OF LIBERTY FUNDS TRUST III
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 2000
This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectuses of Colonial
Select Value Fund (Fund). This SAI is not a prospectus and is authorized for
distribution only when accompanied or preceded by a Prospectus of the Fund dated
March 1, 2000. This SAI should be read together with a Prospectus and the Fund's
most recent Annual Report dated October 31, 1999. Investors may obtain a free
copy of a Prospectus and the Annual 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, 1999 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 Prospectuses.
TABLE OF CONTENTS
PART 1 PAGE
Definitions
Organization and History
Investment Objective and Policies
Fundamental Investment Policies
Other Investment Policies
Fund Charges and Expenses
Investment Performance
Custodian
Independent Accountants
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
COLONIAL SELECT VALUE FUND
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 2000
DEFINITIONS
"Trust" Liberty Funds 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
"LFS" 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, a
diversified series of the Trust, represents the entire interest in a separate
series of the Trust. The Fund commenced investment operations as a Delaware
corporation on July 21, 1949; a Massachusetts corporation on June 15, 1959; and
then as a Massachusetts business trust on May 30, 1986.
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. Effective April 1, 1999, the Trust changed its
name from "Colonial Trust III" to its current name.
INVESTMENT OBJECTIVE AND POLICIES
The Fund's Prospectuses describe 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. Not issue senior securities except as provided in paragraph 1 above and
to the extent permitted by the Act;
5. Underwrite securities issued by others only when disposing of portfolio
securities;
b
<PAGE>
6. 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
7. 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%.
Under the Funds pricing and bookkeeping agreement, the Fund pays the Advisor a
monthly 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 LFS 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 LFS (dollars in thousands)
<TABLE>
<CAPTION>
Years Ended October 31
----------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Management fee $5,245 $4,410 $1,899(a)
Bookkeeping fee 272 230 171
Shareholder service and transfer agent fee 2,200 1,816 1,404
12b-1 fees:
Service fee (Classes A, B and C)(b) 1,825 1,544 1,108
Distribution fee (Class B) 2,433 1,837 1,229
Distribution fee (Class C)(b) 141 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
----------------------
<S> <C> <C> <C>
1999 1998 1997
---- ---- ----
</TABLE>
c
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Total commissions $938 $347 $456
Directed transactions(c) 0 0 --
Commissions on directed transactions 0 0 --
Commissions paid to AlphaTrade Inc. 255 58 --
</TABLE>
(c) See "Management of the Funds - Portfolio transactions -
Brokerage and Research Services" in Part 2 of this SAI.
TRUSTEES AND TRUSTEES' FEES
For the fiscal year ended October 31, 1999 and the calendar year ended December
31, 1999, the Trustees received the following compensation for serving as
Trustees (d):
<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
Trustee October 31, 1999 December 31, 1999(e)
- ------- --------------------- ---------------------------
<S> <C> <C>
Robert J. Birnbaum (f) $3,125 $ 97,000
Tom Bleasdale 3,590(g) 103,000(h)
John V. Carberry(i) N/A N/A
Lora S. Collins 3,093 96,000
James E. Grinnell 3,224 100,000
Richard W. Lowry 3,126 97,000
Salvatore Macera 3,376 95,000
William E. Mayer 3,133 101,000
James L. Moody, Jr. 2,906(j) 91,000(k)
John J. Neuhauser 3,260 101,252
Thomas Stitzel 3,376 95,000
Robert L. Sullivan 3,291 104,100
Anne-Lee Verville 3,429(l) 96,000(m)
</TABLE>
(d) The Fund does not currently provide pension or retirement plan
benefits to the Trustees.
(e) At December 31, 1999, the complex consisted of 51 open-end and
8 closed-end management investment portfolios
in the Liberty Funds Group - Boston (Liberty Funds) and 12
open-end management investment portfolios in the Liberty Variable
Investment Trust (LVIT) (together, the Fund Complex).
(f) Retired as Trustee of the Trust on December 31, 1999.
(g) Includes $1,697 payable in later years as deferred compensation.
(h) Includes $52,000 payable in later years as deferred compensation.
(i) Does not receive compensation because he is an affiliated
Trustee and employee of Liberty Financial Companies, Inc.
(Liberty Financial).
(j) Total compensation of $2,906 for the fiscal year ended October 31,
1999, will be payable in later years as deferred compensation.
(k) Total compensation of $91,000 for the calendar year ended
December 31, 1999, will be payable in later years as deferred
compensation.
(l) Total compensation of $3,429 for the fiscal year ended October 31,
1999, will be payable in later years as deferred compensation.
(m) Total compensation of $96,000 for the calendar year ended
December 31, 1999, will be payable in later years as deferred
compensation.
d
<PAGE>
For the calendar year ended December 31, 1999, certain of the Trustees received
the following compensation in their capacities as Trustees or Directors of the
Liberty All-Star Equity Fund, the Liberty All-Star Growth Fund, Inc. and Liberty
Funds Trust IX (together, Liberty All-Star Funds):
<TABLE>
<CAPTION>
Total Compensation
From Liberty All-Star Funds For
The Calendar Year Ended
Trustee December 31, 1999 (n)
- ------- -------------------------------
<S> <C>
Robert J. Birnbaum(o) $25,000
John V. Carberry (o)(p) N/A
James E. Grinnell(o) 25,000
Richard W. Lowry(o) 25,000
William E. Mayer (o) 25,000
John J. Neuhauser (o) 25,000
</TABLE>
(n) 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).
(o) Elected by the sole Trustee of Liberty Funds IX on December 17, 1999.
(p) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.
OWNERSHIP OF THE FUND
As of record on January 29, 2000, the Trustees and officers of the Trust as a
group owned less than 1% of the then outstanding Class A, B, C and Z shares of
the Fund.
As of record on February 4, 2000, the following shareholders of record owned 5%
or more of one or more of each class of the Fund's shares:
Banc One Securities Corp. 733 Greencrest Drive, Westerville, OH 43081, owned
315,834 shares representing 29.69% of the Fund's outstanding Class C shares.
Merrill Lynch, Pierce, Fenner & Smith, Inc., 4800 Deer Lake Drive East, 3rd
Floor, Jacksonville, FL 32216, owned175,097 shares representing 16.48% of the
then outstanding Class C shares.
At January 31, 2000, there were 22,096 Class A, 31,695 Class B, 1,340 Class C
and 2 Class Z record holders of the Fund.
SALES CHARGES (dollars in thousands)
<TABLE>
<CAPTION>
Class A Shares
--------------
Years Ended October 31
----------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate initial sales charges
on Fund share sales $1,043 $1,039 $702
Initial sales charges retained by LFD 102 887 106
Aggregate contingent deferred sales
charges (CDSC) on Fund
redemptions retained by LFD 4 7 0
</TABLE>
e
<PAGE>
<TABLE>
<CAPTION>
Class B Shares
--------------
Years Ended October 31
----------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund
redemptions retained by LFD $1,102 $377 $346
Class C Shares
--------------
Years Ended October 31
----------------------
1999 1998 1997
---- ---- ----
Aggregate CDSC on Fund
redemptions retained by LFD $78 $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 attributed to all classes except Class Z 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 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 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 Prospectuses.
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.
A certain number of years, depending on the program you purchased your shares
under, 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.
f
<PAGE>
SALES-RELATED EXPENSES (dollars in thousands) of LFD relating to the Fund were:
<TABLE>
<CAPTION>
Year Ended October 31, 1999
---------------------------
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Fees to FSFs $922 $3,801 $103
Cost of sales material relating to the Fund
(including printing and mailing expenses) 215 263 57
Allocated travel, entertainment and other
Promotional expenses (including 159 210 45
advertising)
</TABLE>
INVESTMENT PERFORMANCE
The Fund's Class A, B, C and Class Z share average annual total returns at
October 31, 1999 were:
<TABLE>
<CAPTION>
Class A Shares
--------------
1 Year 5 Years 10 Years
------ ------- --------
<S> <C> <C> <C>
With sales charge of 5.75% 6.01% 17.99% 13.29%
Without sales charge 12.48% 19.40% 13.97%
Class B Shares (q)
------------------
1 Year 5 Years 10 Years (R)
------ ------- ------------
With applicable CDSC 6.66% (5.00% CDSC) 18.29% 13.34%
Without CDSC 11.66% 18.49% 13.34%
Class C Shares(s)
-----------------
1 Year 5 Years (R) 10 Years (R)
------ ----------- ------------
With applicable CDSC 10.71% (1.00% CDSC) 19.04% 13.79% (1.00% CDSC)
Without CDSC 11.71% 19.04% 13.79%
Class Z Shares(r)(t)
--------------------
1 Year 5 Years 10 Years
------ ------- --------
12.63% 19.43% 13.98%
</TABLE>
(q) Class B shares were initially offered on June 8, 1992.
(r) Class B, Class C and Class 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 new
classes of shares. The Class A share returns are not restated to
reflect any differences in expenses (such as Rule 12b-1 fees) between
Class A shares and the newer classes of shares. If differences in
expenses were reflected, the returns for periods prior to the
inception of Class B and Class C shares would be lower and for Class Z
shares would be higher, since Class Z shares are not subject to sales
charges or service fees.
(s) Class C shares were initially offered on August 1, 1997.
(t) Class Z shares were initially offered on January 11, 1999.
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.
g
<PAGE>
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 SEC 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.
h
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
PART 2
The following information applies generally to most funds advised by the
Advisor. "Funds" include each series of Liberty Funds Trust I (formerly Colonial
Trust I), Liberty Funds Trust II (formerly Colonial Trust II), Liberty Funds
Trust III (formerly Colonial Trust III), Liberty Funds Trust IV (formerly
Colonial Trust IV), Liberty Funds Trust V (formerly Colonial Trust V), Liberty
Funds Trust VI (formerly Colonial Trust VI), Liberty Funds Trust VII (formerly
Colonial Trust VII), Liberty Funds Trust VIII (formerly LFC Utilities Trust) and
Liberty Funds Trust IX (formerly LAMCO Trust I) . 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 SAI 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 time
become less liquid or respond to adverse publicity or investor
perceptions, increasing the difficulty in valuing or disposing of th
bonds;
3. the Advisor's credit analysis of lower rated debt securities may have
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. 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 do not pay interest at intervals during
the life of the security. Zero coupon securities include securities issued 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 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. In addition, 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 mortgages 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 the fund 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.
Options on Securities
Writing covered options. The fund may write covered call options and covered put
options on securities held in its portfolio when, in the opinion of the Advisor,
such transactions are consistent with the fund's investment objective and
policies. Call options written by the fund give the purchaser the right to buy
the underlying securities from the fund at a stated exercise price; put options
give the purchaser the right to sell the underlying securities to the fund at a
stated price.
The fund may write only covered options, which means that, so long as the fund
is obligated as the writer of a call option, it will own the underlying
securities subject to the option (or comparable securities satisfying the cover
requirements of securities exchanges). In the case of put options, the fund will
hold cash and/or high-grade short-term debt obligations equal to the price to be
paid if the option is exercised. In addition, the fund will be considered to
have covered a put or call option if and to the extent that it holds an option
that offsets some or all of the risk of the option it has written. The fund may
write combinations of covered puts and calls on the same underlying security.
The fund will receive a premium from writing a put or call option, which
increases the fund's return on the underlying security if the option expires
unexercised or is closed out at a profit. The amount of the premium reflects,
among other things, the relationship between the exercise price and the current
market value of the underlying security, the volatility of the underlying
security, the amount of time remaining until expiration, current interest rates,
and the effect of supply and demand in the options market and in the market for
the underlying security. By writing a call option, the fund limits its
opportunity to profit from any increase in the market value of the underlying
security above the exercise price of the option but continues to bear the risk
of a decline in the value of the underlying security. By writing a put option,
the fund assumes the risk that it may be required to purchase the underlying
security for an exercise price higher than its then-current market value,
resulting in a potential capital loss unless the security subsequently
appreciates in value.
The fund may terminate an option that it has written prior to its expiration by
entering into a closing purchase transaction in which it purchases an offsetting
option. The fund realizes a profit or loss from a closing transaction if the
cost of the transaction (option premium plus transaction costs) is less or more
than the premium received from writing the option. Because increases in the
market price of a call option generally reflect increases in the market price of
the security underlying the option, any loss resulting from a closing purchase
transaction may be offset in whole or in part by unrealized appreciation of the
underlying security.
If the fund writes a call option but does not own the underlying security, and
when it writes a put option, the fund may be required to deposit cash or
securities with its broker as "margin" or collateral for its obligation to buy
or sell the underlying security. As the value of the underlying security varies,
the fund may have to deposit additional margin with the broker. Margin
requirements are complex and are fixed by individual brokers, subject to minimum
requirements currently imposed by the Federal Reserve Board and by stock
exchanges and other self-regulatory organizations.
Purchasing put options. The fund may purchase put options to protect its
portfolio holdings in an underlying security against a decline in market value.
Such hedge protection is provided during the life of the put option since the
fund, as holder of the put option, is able to sell the underlying security at
the put exercise price regardless of any decline in the underlying security's
market price. For a put option to be profitable, the market price of the
underlying security must decline sufficiently below the exercise price to cover
the premium and transaction costs. By using put options in this manner, the fund
will reduce any profit it might otherwise have realized from appreciation of the
underlying security by the premium paid for the put option and by transaction
costs.
Purchasing call options. The fund may purchase call options to hedge against an
increase in the price of securities that the fund wants ultimately to buy. Such
hedge protection is provided during the life of the call option since the fund,
as holder of the call option, is able to buy the underlying security at the
exercise price regardless of any increase in the underlying security's market
price. In order for a call option to be profitable, the market price of the
underlying security must rise sufficiently above the exercise price to cover the
premium and transaction costs. These costs will reduce any profit the fund might
have realized had it bought the underlying security at the time it purchased the
call option.
Over-the-Counter (OTC) options. The Staff of the Division of Investment
Management of the Securities and Exchange Commission (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 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 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.
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 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.
Federal Taxes. The fund (even if it is a fund in a Trust with multiple series)
is treated as a separate entity for federal income tax purposes under the
Internal Revenue Code of 1986, as amended (the "Code"). The fund has elected (or
in the case of a new fund, intends to elect) to be, and intends to qualify to be
treated each year as, a "regulated investment company" under Subchapter M of the
Code by meeting all applicable requirements of Subchapter M, including
requirements as to the nature of the fund's gross income, the amount of its
distributions (as a percentage of both its overall income and any tax-exempt
income), and the composition of its portfolio assets. As a regulated investment
company, the fund will not be subject to any federal income or excise taxes on
its net investment income and net realized capital gains that it distributes to
shareholders in accordance with the timing requirements imposed by the Code. The
fund's foreign-source income, if any, may be subject to foreign withholding
taxes. If the fund were to fail to qualify as a "regulated investment company"
in any year, it would incur a regular federal corporate income tax on all of its
taxable income, whether or not distributed, and fund distributions would
generally be taxable as ordinary dividend income to the shareholders.
Alternative Minimum Tax. Distributions derived from interest that 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.
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 exceeds the cost basis in the
shares.
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 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 shares in
the fund. In general, any distributions of net capital gains will be taxed to
shareholders who are individuals at a maximum 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
maximum 20% tax rate for shareholders who are individuals) 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, LFS may be notified by the Internal Revenue
Service that a shareholder is subject to backup withholding.
Excise Tax. To the extent that the fund does not annually distribute
substantially all taxable income and realized gains, it is subject to an excise
tax. The Advisor intends to avoid this tax except when the cost of processing
the distribution is greater than the tax.
Tax Accounting Principles. To qualify as a "regulated investment company," the
fund must (a) derive at least 90% of its gross income from dividends, interest,
payments with respect to securities loans, gains from the sale or other
disposition of stock, securities or foreign currencies or other income
(including but not limited to gains from options, futures or forward contracts)
derived with respect to its business of investing in such stock, securities or
currencies; (b) diversify its holdings so that, at the close of each quarter of
its taxable year, (i) at least 50% of the value of its total assets consists of
cash, cash items, U.S. government securities, and other securities limited
generally with respect to any one issuer to not more than 5% of the total assets
of the fund and not more than 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its total assets is invested
in the securities of any issuer (other than U.S. government securities) and (c)
must distribute at least 90% of its ordinary income (inclusive of net short-term
capital gains) earned each year.
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 and its shareholders.
Securities Issued at a Discount. The fund's investment in debt 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 time 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 (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, Stein Roe Advisor Tax-Managed Value Fund, Newport Tiger Fund,
Stein Roe Small Cap Asian Tiger Fund, Newport Japan Opportunities Fund, Newport
Greater China Fund, Newport Europe 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 Liberty Funds Group LLC (LFG), One Financial
Center, Boston, MA 02111. LFG 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 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>
Position with
Name and Address Age Fund Principal Occupation During Past Five Years
- ---------------- --- -------------- -------------------------------------------
<S> <C> <C> <C>
Tom Bleasdale 69 Trustee Retired (formerly Chairman of the Board and Chief
102 Clubhouse Drive #275 Executive Officer, Shore Bank & Trust Company from 1992
Naples, Florida 34105 to 1993); Director of Lemeire Co..
John V. Carberry * 52 Trustee Senior Vice President of Liberty Financial (formerly
56 Woodcliff Road Managing Director, Salomon Brothers (investment banking)
Wellesley Hills, MA 02481 from January, 1988 to January, 1998).
Lora S. Collins 64 Trustee Attorney (formerly Attorney, Kramer, Levin, Naftalis &
1175 Hill Road Frankel from September, 1986 to November, 1996).
Southold, NY 11971
James E. Grinnell 70 Trustee Private Investor since November, 1988.
22 Harbor Avenue
Marblehead, MA 01945
Richard W. Lowry 63 Trustee Private Investor since August, 1987.
10701 Charleston Drive
Vero Beach, FL 32963
Salvatore Macera 68 Trustee Private Investor (formerly Executive Vice President and
26 Little Neck Lane Director of Itek Corporation (electronics) from 1975 to
New Seabury, MA 02649 1981).
William E. Mayer 59 Trustee Partner, Development Capital, LLC (venture capital)
500 Park Avenue, 5th Floor (formerly Dean, College of Business and Management,
New York, NY 10022 University of Maryland from October, 1992 to November,
1996); Director, Johns Manville; Director, Lee
Enterprises.
James L. Moody, Jr. 68 Trustee Retired (formerly Chairman of the Board, Hannaford Bros.
16 Running Tide Road Co. (food retailer) from May, 1984 to May, 1997, and
Cape Elizabeth, ME 04107 Chief Executive Officer, Hannaford Bros. Co. from May,
1973 to May, 1992).
John J. Neuhauser 56 Trustee Academic Vice President and Dean of Faculties since
August, 1999, Boston College (formerly Dean, Boston
84 College Road College School of Management from September, 1977 to
Chestnut Hill, MA 02467-3838 September, 1999).
Thomas E. Stitzel 64 Trustee Business Consultant (formerly Professor of Finance from
2208 Tawny Woods Place 1975 to 1999 and Dean from 1977 to 1991, College of
Boise, ID 83706 Business, Boise State University; Chartered Financial
Analyst.
Robert L. Sullivan 72 Trustee Retired (formerly Partner, KPMG Peat Marwick LLP, from
45 Sankaty Avenue July, 1966 to June, 1985).
Siasconset, MA 02564
Anne-Lee Verville 54 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 46 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 LFG 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 35 Controller and Controller and Chief Accounting Officer of the Funds
Chief Accounting since February, 1998; Vice President of the Advisor since
Officer 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).
Timothy J. Jacoby 47 Treasurer and Treasurer and Chief Financial Officer of the Funds since
Chief Financial October, 1996 (formerly Controller and Chief Accounting
Officer 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 LFG (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).
Nancy L. Conlin 46 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 LFG 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).
Joseph R. Palombo 46 Vice President Vice President of the Funds since April, 1999; Executive
Vice President and Director of the Advisor since April,
1999; Executive Vice President and Chief Administrative
Officer of LFG since April, 1999 (formerly Chief
Operating Officer, Putnam Mutual Funds from 1994 to 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 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 $17 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.
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,
Stein Roe Advisor Tax-Managed Value Fund, Newport Tiger Fund, Newport Japan
Opportunities Fund, Stein Roe Small Cap Asian Tiger Fund, Newport Greater China
Fund, Newport Europe 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,
Stein Roe Advisor Tax-Managed Value Fund, Newport Tiger Fund, Newport Japan
Opportunities Fund, Stein Roe Small Cap Asian Tiger Fund, Newport Greater China
Fund, Newport Europe 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; and
SR&F Cash Reserves Portfolio in which Colonial Money
Market Fund is invested.
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, Stein Roe Small Cap Asian Tiger Fund, Newport Greater China
Fund, Newport Europe 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, Stein Roe Small Cap Asian Tiger Fund, Newport
Greater China Fund, Newport Europe 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 the Municipal Money
Market Portfolio, provides pricing and bookkeeping services to the Portfolio for
a fee of $25,000 plus 0.0025% annually of average daily net assets of the
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, Stein Roe Advisor Tax-Managed Value 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, Stein Roe Small Cap Asian Tiger Fund, Newport Greater China Fund, Newport
Europe 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, Stein Roe Advisor Tax-Managed Value
Fund, Newport Tiger Fund, Newport Japan Opportunities Fund, Stein Roe Small Cap
Asian Tiger Fund, Newport Greater China Fund, Newport Europe 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 Liberty Funds
Trust IV (formerly 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 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.
The Advisor may use the services of AlphaTrade Inc. (ATI), a registered
broker-dealer and subsidiary of the Advisor, 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
LFS 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 LFS 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 LFS. The
agreement continues indefinitely but may be terminated by 90 days' notice by the
fund to LFS or generally by 6 months' notice by LFS to the fund. The agreement
limits the liability of LFS to the fund for loss or damage incurred by the fund
to situations involving a failure of LFS 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 LFS against, among other things, loss or damage incurred
by LFS on account of any claim, demand, action or suit made on or against LFS
not resulting from LFS'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,
Independence Day, Labor Day, Thanksgiving and Christmas. Funds with portfolio
securities which are primarily listed on foreign exchanges may experience
trading and changes in NAV on days on which such fund does not determine NAV due
to differences in closing policies among exchanges. This may significantly
affect the NAV of the fund's redeemable securities on days when an investor
cannot redeem such securities. The net asset value of the Municipal Money Market
Portfolio will not be determined on days when the Exchange is closed unless, in
the judgment of the Municipal Money Market Portfolio's Board of Trustees, the
net asset value of the Municipal Money Market Portfolio should be determined on
any such day, in which case the determination will be made at 3:00 p.m., Central
time. Debt securities generally are valued by a pricing service which determines
valuations based upon market transactions for normal, institutional-size trading
units of similar securities. However, in circumstances where such prices are not
available or where the Advisor deems it appropriate to do so, an
over-the-counter or exchange bid quotation is used. Securities listed on an
exchange or on NASDAQ are valued at the last sale price. Listed securities for
which there were no sales during the day and unlisted securities are valued at
the last quoted bid price. Options are valued at the last sale price or in the
absence of a sale, the mean between the last quoted bid and offering prices.
Short-term obligations with a maturity of 60 days or less are valued at
amortized cost pursuant to procedures adopted by the Trustees. The values of
foreign securities quoted in foreign currencies are translated into U.S. dollars
at the exchange rate for that day. Portfolio positions for which there are no
such valuations and other assets are valued at fair value as determined by the
Advisor in good faith under the direction of the Trust's 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, Stein Roe Small Cap Asian Fund, Newport Greater China
Fund, Newport Europe Fund and Newport Asia Pacific Fund. " Advisor" in these two
paragraphs refers to each fund's investment 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 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.
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 LFS,
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"), and except that LFD may from time to time reallow additional
amounts to all or certain FSFs. LFD generally retains some or all 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.
LFS 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 LFS, provided the new FSF has a sales agreement
with LFD.
Shares credited to an account are transferable upon written instructions in good
order to LFS 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
LFS for deposit to their account.
LFD may, at its expense, provide special sales incentives (such as cash payments
in addition to the commissions specified in the Fund's SAI) to FSFs that agree
to promote the sale of shares of the Fund or other funds that LFD distributes.
At its discretion, the Distributor may offer special sales incentives only to
selected FSFs or to FSFs who have previously sold or expect to sell significant
amounts of the Fund's shares.
Special Purchase Programs/INVESTOR SERVICES
The following special purchase programs/investor services may be changed or
eliminated at any time.
Automatic Investment Plan. 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 Automatic
Investment Plan. 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 Automatic Investment Plan purchase is by electronic funds
transfer, you may request the Automatic Investment Plan 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., 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 LFS.
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 LFS. 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 LFS, 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 LFS for more information at
1-800-422-3737.
PROGRAMS FOR REDUCING OR ELIMINATING SALES CHARGES
Right of Accumulation (Class A, Class B 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, B 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
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 LFS. A fund may terminate or amend
this Right of Accumulation.
Statement of Intent (Class A and Class T shares only). 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, LFS 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, LFS 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 LFS 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 Liberty Funds Trust III (formerly 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. LFS 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.
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 LFS 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 LFS. 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 LFS, 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 SW
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 may delay
selling your shares 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 LFS, 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, LFS and many banks. Additional documentation is required
for sales by corporations, agents, fiduciaries, surviving joint owners and
individual retirement account holders. Call LFS 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 LFS 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, LFS 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. LFS 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. LFS 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 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 LFS before requesting an exchange.
By calling LFS, 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 LFS 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. LFS
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, LFS 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 LFS. 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", 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 (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 (except Colonial Money Market Fund); 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, in some cases, 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.
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, Inc., 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.
Tax-Related Illustrations. The fund also may present hypothetical illustrations
(i) comparing the fund's and other mutual funds' pre-tax and after-tax total
returns, and (ii) showing the effects of income, capital gain and estate taxes
on performance.
General. From time to time, the fund may discuss or quote its current portfolio
manager as well as other investment personnel and members of the tax management
oversight team, 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.
<PAGE>
34
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 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.
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>
49
APPENDIX II
1999
<TABLE>
<CAPTION>
SOURCE CATEGORY RETURN (%)
<S> <C> <C>
CREDIT SUISSE FIRST BOSTON:
First Boston High Yield Index- 3.28
Global
LIPPER, INC.:
AMEX Composite Index P 27.28
AMEX Computer Tech IX P 75.02
AMEX Institutional IX P 24.46
AMEX Major Market IX P 17.76
Bse Sensex Index 63.83
CAC 40:FFR IX P 51.12
CD Rate 1 Month Index Tr 5.31
CD Rate 3 Month Index Tr 5.46
CD Rate 6 Month Index Tr 5.59
Consumer Price Index 2.99
Copnhgn SE:Dkr IX P 20.46
DAX:Dm IX Tr 39.10
Domini 400 Social Index 24.50
Dow Jones 65 Comp Av P 11.97
Dow Jones Ind Average P 25.22
Dow Jones Ind Dly Reinv 27.21
Dow Jones Ind Mth Reinv 27.29
Dow Jones Trans Av P -5.47
Dow Jones Trans Av Tr -4.52
Dow Jones Util Av P -9.27
Dow Jones Util Av Tr -6.02
Ft/S&P Act Wld Ex US IX N/A
Ft/S&P Actuaries Wld IX N/A
FT-SE 100:Pd IX P 17.81
FT-SE Gold Mines IX 0.20
Hang Seng:Hng Kng $ IX 68.80
Jakarta Composite Index 70.06
Jasdaq Index:Yen P 244.48
Klse Composite Index 38.59
Kospi Index 82.78
Lear High Growth Rate IX N/A
Lear Low Priced Value IX N/A
Lehman 1-3 Govt/Corp P -2.89
Lehman 1-3 Govt/Corp Tr 3.15
Lehman Aggregate Bd P -7.03
Lehman Aggregate Bd Tr -0.82
Lehman Cp Bd Int P -6.43
Lehman Cp Bd Int Tr 0.16
Lehman Govt Bd Int P -5.36
Lehman Govt Bd Int Tr 0.49
Lehman Govt Bd Long P -14.59
Lehman Govt Bd Long Tr -8.73
Lehman Govt Bd P -8.08
Lehman Govt Bd Tr -2.23
Lehman Govt/Cp Bd P -8.26
Lehman Govt/Cp Bd Tr -2.15
Lehman Govt/Cp Int P -5.70
Lehman Govt/Cp Int Tr 0.39
Lehman High Yield P -6.64
Lehman High Yield Tr 2.39
Lehman Muni 10 Yr IX P -6.08
Lehman Muni 10 Yr IX Tr -1.25
Lehman Muni 3 Yr IX P -3.36
Lehman Muni 3 Yr IX Tr 1.96
Lehman Muni Bond IX P -7.08
Lehman Muni Bond IX Tr -2.06
Lipper 1000 N/A
Lipper Mgmt Co Price IX 12.57
Madrid SE:Pst IX P 16.22
ML 10+ Yr Treasury IX Tr -8.61
ML 1-3 Yr Muni IX P -2.72
ML 1-3 Yr Muni IX Tr 2.51
ML 1-3 Yr Treasury IX P -2.85
ML 1-3 Yr Treasury IX Tr 3.06
ML 1-5 Yr Gv/Cp Bd IX P -3.84
ML 1-5 Yr Gv/Cp Bd IX Tr 2.19
ML 15 Yr Mortgage IX P -4.14
ML 15 Yr Mortgage IX Tr 2.17
ML 1-5 Yr Treasury IX P -3.83
ML 1-5 Yr Treasury IX Tr 2.04
ML 3 MO T-Bill IX Tr 4.85
ML 3-5 Yr Govt IX P -5.45
ML 3-5 Yr Govt IX Tr 0.32
ML 3-7 Yr Muni IX Tr 0.66
ML Corp Master Index P -8.53
ML Corp Master Index Tr -1.89
ML Glbl Govt Bond Inx P -6.83
ML Glbl Govt Bond Inx Tr -1.66
ML Glbl Gv Bond IX II P -9.65
ML Glbl Gv Bond IX II Tr -4.52
ML Global Bond Index P -9.04
ML Global Bond Index Tr -3.50
ML Gov Corp Master IX Tr -2.05
ML Govt Master Index P -8.02
ML Govt Master Index Tr -2.11
ML Govt/Corp Master IX P -8.19
ML High Yld Master IX P -7.86
ML High Yld Master IX Tr 1.57
ML Master Muni IX Tr -6.35
ML Mortgage Master IX P -4.86
ML Mortgage Master IX Tr 1.61
ML Treasury Master IX P -8.31
ML Treasury Master IX Tr -2.38
MSCI AC Americas Free ID 22.71
MSCI AC Asia Fr-Ja IX GD 64.67
MSCI AC Asia Fr-Ja IX ID 61.95
MSCI AC Asia Pac - Ja GD 55.23
MSCI AC Asia Pac - Ja ID 52.30
MSCI AC Asia Pac Fr-J GD 49.83
MSCI AC Asia Pac Fr-J ID 46.80
MSCI AC Asia Pac IX GD 59.66
MSCI AC Asia Pac IX ID 57.86
MSCI AC Europe IX GD 17.35
MSCI AC Europe IX ID 15.22
MSCI AC Fe - Ja IX GD 67.83
MSCI AC Fe - Ja IX ID 65.24
MSCI AC Fe Free IX GD 61.81
MSCI AC Fe Free IX ID 60.29
MSCI AC Fe Fr-Ja IX GD 62.11
MSCI AC Fe Fr-Ja IX ID 59.40
MSCI AC Pac Fr-Jpn IX GD 46.89
MSCI AC Pac Fr-Jpn IX ID 43.84
MSCI AC World Free IX GD 26.82
MSCI AC World Fr-USA GD 30.91
MSCI AC World Fr-USA ID 28.80
MSCI AC World IX GD 27.31
MSCI AC World IX ID 25.49
MSCI AC World-USA IX GD 31.79
MSCI AC Wrld Fr-Ja IX GD 23.07
MSCI AC Wrld Fr-Ja IX ID 21.20
MSCI AC Wrld-Ja IX GD 23.64
MSCI AC Wrld-Ja IX ID 21.77
MSCI Argentina IX GD 34.29
MSCI Argentina IX ID 30.05
MSCI Australia IX GD 18.67
MSCI Australia IX ID 15.19
MSCI Australia IX ND 17.62
MSCI Austria IX GD -8.66
MSCI Austria IX ID -10.47
MSCI Austria IX ND -9.11
MSCI Belgium IX GD -13.75
MSCI Belgium IX ID -15.77
MSCI Belgium IX ND -14.26
MSCI Brazil IX GD 67.23
MSCI Brazil IX ID 61.57
MSCI Canada IX GD 54.40
MSCI Canada IX ID 51.78
MSCI Canada IX ND 53.74
MSCI Chile IX GD 39.01
MSCI Chile IX ID 36.45
MSCI China Dom Fr IX ID 31.10
MSCI China Free IX ID 9.94
MSCI China Non Dom IX ID 5.82
MSCI Colombia IX GD -13.69
MSCI Colombia IX ID -19.14
MSCI Czech Rep IX GD 5.35
MSCI Czech Rep IX ID 3.97
MSCI Denmark IX GD 12.47
MSCI Denmark IX ID 10.85
MSCI Denmark IX ND 12.06
MSCI EAFE - UK IX GD 31.45
MSCI EAFE - UK IX ID 29.63
MSCI EAFE - UK IX ND 31.01
MSCI EAFE + Canada IX GD 28.27
MSCI EAFE + Canada IX ID 26.22
MSCI EAFE + Canada IX ND 27.93
MSCI EAFE + Em IX GD 31.03
MSCI EAFE + EM IX ID 28.93
MSCI EAFE + EMF IX GD 30.33
MSCI EAFE + EMF IX ID 28.24
MSCI EAFE Fr IX ID 25.03
MSCI EAFE GDP Wt IX GD 31.38
MSCI EAFE GDP Wt IX ID 29.49
MSCI EAFE GDP Wt IX ND 31.00
MSCI EAFE IX GD 27.30
MSCI EAFE IX ID 25.27
MSCI EAFE IX ND 26.96
MSCI EASEA IX GD 18.12
MSCI EASEA IX ID 15.90
MSCI EASEA IX ND 17.77
MSCI Em Asia IX GD 69.73
MSCI Em Asia IX ID 67.96
MSCI Em Eur/Mid East GD 79.61
MSCI Em Eur/Mid East ID 76.67
MSCI Em Europe IX GD 83.98
MSCI Em Europe IX ID 81.28
MSCI Em Far East IX GD 67.27
MSCI Em Far East IX ID 65.67
MSCI Em IX GD 68.82
MSCI Em IX ID 66.18
MSCI Em Latin Am IX GD 65.45
MSCI Em Latin Am IX ID 61.81
MSCI EMF Asia IX GD 69.41
MSCI EMF Asia IX ID 67.65
MSCI EMF Far East IX GD 65.50
MSCI EMF Far East IX ID 63.97
MSCI EMF IX GD 66.41
MSCI EMF IX ID 63.70
MSCI EMF Latin Am IX GD 58.89
MSCI EMF Latin Am IX ID 55.48
MSCI Europe - UK IX GD 17.84
MSCI Europe - UK IX ID 16.00
MSCI Europe - UK IX ND 17.35
MSCI Europe GDP Wt IX ID 14.08
MSCI Europe IX GD 16.23
MSCI Europe IX ID 14.12
MSCI Europe IX ND 15.89
MSCI European Union GD 19.22
MSCI European Union ID 16.99
MSCI Far East Free IX ID 59.99
MSCI Far East IX GD 62.63
MSCI Far East IX ID 61.10
MSCI Far East IX ND 62.41
MSCI Finland IX GD 153.33
MSCI Finland IX ID 150.71
MSCI Finland IX ND 152.60
MSCI France IX GD 29.69
MSCI France IX ID 28.00
MSCI France IX ND 29.27
MSCI Germany IX GD 20.53
MSCI Germany IX ID 18.70
MSCI Germany IX ND 20.04
MSCI Greece IX GD 49.64
MSCI Greece IX ID 47.58
MSCI Hongkong IX GD 59.52
MSCI Hongkong IX ID 54.85
MSCI Hongkong IX ND 59.52
MSCI Hungary IX GD 11.66
MSCI Hungary IX ID 10.81
MSCI India IX GD 87.35
MSCI India IX ID 84.67
MSCI Indonesia IX GD 93.46
MSCI Indonesia IX ID 92.04
MSCI Ireland IX ID -14.02
MSCI Israel Dom IX ID 51.10
MSCI Israel IX ID 56.29
MSCI Israel Non Dom Ixid 47.06
MSCI Italy IX GD 0.19
MSCI Italy IX ID -1.48
MSCI Italy IX ND -0.26
MSCI Japan IX GD 61.77
MSCI Japan IX ID 60.56
MSCI Japan IX ND 61.53
MSCI Jordan IX GD 6.26
MSCI Jordan IX ID 2.00
MSCI Kokusai IX GD 21.26
MSCI Kokusai IX ID 19.43
MSCI Kokusai IX ND 20.84
MSCI Korea IX GD 92.42
MSCI Korea IX ID 90.17
MSCI Luxembourg IX ID 50.50
MSCI Malaysia IX GD 109.92
MSCI Malaysia IX ID 107.23
MSCI Mexico Free IX GD 80.07
MSCI Mexico Free IX ID 78.50
MSCI Mexico IX GD 81.76
MSCI Mexico IX ID 80.19
MSCI Netherland IX GD 7.43
MSCI Netherland IX ID 5.25
MSCI Netherland IX ND 6.88
MSCI New Zealand IX GD 14.30
MSCI New Zealand IX ID 9.70
MSCI New Zealand IX ND 12.90
MSCI Nordic IX GD 87.75
MSCI Nordic IX ID 85.11
MSCI Nordic IX ND 87.00
MSCI Norway IX GD 32.43
MSCI Norway IX ID 29.52
MSCI Norway IX ND 31.70
MSCI Nth Amer IX GD 23.47
MSCI Nth Amer IX ID 21.91
MSCI Nth Amer IX ND 23.00
MSCI Pac - Japan IX GD 43.20
MSCI Pac - Japan IX ID 39.35
MSCI Pac - Japan IX ND 42.58
MSCI Pacific Free IX ID 55.19
MSCI Pacific Fr-Jpn ID 34.95
MSCI Pacific IX GD 57.96
MSCI Pacific IX ID 56.17
MSCI Pacific IX ND 57.63
MSCI Pakistan IX GD 49.62
MSCI Pakistan IX ID 42.24
MSCI Peru IX GD 18.86
MSCI Peru IX ID 16.34
MSCI Philippines Fr Ixgd 3.32
MSCI Philippines Fr Ixid 2.33
MSCI Philippines IX GD 8.90
MSCI Philippines IX ID 7.62
MSCI Portugal IX GD -8.45
MSCI Portugal IX ID -10.86
MSCI Russia IX GD 247.06
MSCI Russia IX ID 246.20
MSCI Sing/Mlysia IX GD 99.40
MSCI Sing/Mlysia IX ID 97.08
MSCI Sing/Mlysia IX ND 99.40
MSCI Singapore Fr IX GD 60.17
MSCI Singapore Fr IX ID 58.43
MSCI South Africa IX GD 57.20
MSCI South Africa IX ID 53.43
MSCI Spain IX GD 5.27
MSCI Spain IX ID 3.53
MSCI Spain IX ND 4.83
MSCI Sri Lanka IX GD -6.27
MSCI Sri Lanka IX ID -9.73
MSCI Sweden IX GD 80.60
MSCI Sweden IX ID 77.76
MSCI Sweden IX ND 79.74
MSCI Swtzrlnd IX GD -6.59
MSCI Swtzrlnd IX ID -7.81
MSCI Swtzrlnd IX ND -7.02
MSCI Taiwan IX GD 52.71
MSCI Taiwan IX ID 51.52
MSCI Thailand IX GD 40.92
MSCI Thailand IX ID 40.49
MSCI Turkey IX GD 252.41
MSCI Turkey IX ID 244.36
MSCI UK IX GD 12.45
MSCI UK IX ID 9.74
MSCI UK IX ND 12.45
MSCI USA IX GD 22.38
MSCI USA IX ID 20.86
MSCI USA IX ND 21.92
MSCI Venezuela IX GD 8.71
MSCI Venezuela IX ID 1.68
MSCI World - UK IX GD 26.83
MSCI World - UK IX ID 25.17
MSCI World - UK IX ND 26.38
MSCI World - USA IX GD 28.27
MSCI World - USA IX ID 26.22
MSCI World - USA IX ND 27.93
MSCI World GDP Wt IX ID 27.26
MSCI World IX Free ID 23.45
MSCI World IX GD 25.34
MSCI World IX ID 23.56
MSCI World IX ND 24.93
MSCI Wrld - Austrl IX GD 25.42
MSCI Wrld - Austrl IX ID 23.67
MSCI Wrld - Austrl IX ND 25.03
NASDAQ 100 IX P 101.95
NASDAQ Bank IX P -7.98
NASDAQ Composite IX P 85.59
NASDAQ Industrial IX P 71.67
NASDAQ Insurance IX P 5.54
NASDAQ Natl Mkt Cmp IX 85.87
NASDAQ Natl Mkt Ind IX 72.04
NASDAQ Transport IX P 1.82
Nikkei 225 Avg:Yen P 36.79
NYSE Composite P 9.15
NYSE Finance IX P -0.92
NYSE Industrials IX P 11.37
NYSE Transportation IX -3.25
NYSE Utilities IX P 14.62
Oslo SE Tot:Fmk IX P 45.54
Philippines Composite IX 8.85
PSE Technology IX P 116.40
Russell 1000 Grow IX Tr 33.16
Russell 1000 IX P 19.46
Russell 1000 IX Tr 20.91
Russell 1000 Value IX Tr 7.35
Russell 2000 Grow IX Tr 43.09
Russell 2000 IX P 19.62
Russell 2000 IX Tr 21.26
Russell 2000 Value IX Tr -1.49
Russell 3000 IX P 19.43
Russell 3000 IX Tr 20.90
Russell Midcap Grow IX 51.29
Russell Midcap IX Tr 18.23
Russell Midcap Value IX -0.11
S & P 100 Index P 31.26
S & P 500 Daily Reinv 21.04
S & P 500 Index P 19.53
S & P 500 Mnthly Reinv 21.03
S & P 600 Index P 11.52
S & P 600 Index Tr 12.41
S & P Financial IX P 2.19
S & P Financial IX Tr 3.97
S & P Industrial IX Tr 25.87
S & P Industrials P 24.52
S & P Midcap 400 IX P 13.35
S & P Midcap 400 IX Tr 14.72
S & P Transport Index P -10.69
S & P Transport IX Tr -9.32
S & P Utility Index P -12.48
S & P Utility Index Tr -8.88
S & P/Barra Growth IX Tr 27.98
S & P/Barra Value IX Tr 12.72
SB Cr-Hdg Nn-US Wd IX Tr 2.88
SB Cr-Hdg Wd Gv Bd IX Tr 1.31
SB Non-US Wd Gv Bd IX Tr -5.07
SB Wd Gv Bd:Austrl IX Tr 4.07
SB Wd Gv Bd:Germny IX Tr -16.42
SB Wd Gv Bd:Japan IX Tr 15.53
SB Wd Gv Bd:UK IX Tr -4.30
SB Wd Gv Bd:US IX Tr -2.45
SB World Govt Bond IX Tr -4.27
SB World Money Mkt IX Tr 0.39
Straits Times Index 77.54
Swiss Perf:Sfr IX Tr 11.69
Taiwan SE:T$ IX P 42.86
T-Bill 1 Year Index Tr 4.91
T-Bill 3 Month Index Tr 4.74
T-Bill 6 Month Index Tr 4.85
Thailand Set Index 35.44
Tokyo 2nd Sct:Yen IX P 121.27
Tokyo Se(Topix):Yen IX 58.44
Toronto 300:C$ IX P 29.72
Toronto SE 35:C$ IX P 36.42
Value Line Cmp IX-Arth 10.56
Value Line Cmp IX-Geom -1.40
Value Line Industrl IX -0.05
Value Line Railroad IX -9.93
Value Line Utilties IX -7.10
Lipper CE Pac Ex Jpn IX 73.32
Lipper Pac Ex-Jpn Fd IX 74.88
THE NATIONAL ASSOCIATION OF REAL ESTATE INVESTMENT TRUST::
Real Estate Investment Trust Index -4.62
SALOMON SMITH BARNEY WGBI MARKET SECTORS: LOCAL CURRENCY U.S. DOLLARS
- ----------------------------------------- -------------- ------------
U.S. Government (Sovereign) -2.45 -2.45
United Kingdom (Sovereign) -1.20 -4.3
France (Sovereign) -2.95 -17.16
Germany (Sovereign) -2.08 -16.42
Japan (Sovereign) 4.83 15.53
Canada (Sovereign) -1.46 4.29
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
</TABLE>
<PAGE>
THE COLONIAL FUND
A SERIES OF LIBERTY FUNDS TRUST III
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 2000
This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectuses 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, 2000. The SAI should be read together with the Prospectus and the
Fund's most recent Annual Report dated October 31, 1999. 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 Auditors appearing in the October
31, 1999 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 Prospectuses.
TABLE OF CONTENTS
PART 1 PAGE
Definitions
Organization and History
Investment Objectives and Policies
Fundamental Investment Policies
Other Investment Policies
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
TF
<PAGE>
PART 1
THE COLONIAL FUND
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 2000
DEFINITIONS
"Trust" Liberty Funds 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
"LFS" 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, a
diversified series of the Trust, represents the entire interest in a separate
series of the Trust. The Fund commenced investment operations on April 30, 1982
and is a successor to a corporation organized in 1904.
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 April 1, 1999 the Trust changed its name from Colonial Trust III to
its current name.
INVESTMENT OBJECTIVES AND POLICIES
The Fund is a diversified open-end management investment company. The Fund's
Prospectus describes its investment goals 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 may be
utilized by the Fund:
Foreign Currency Transactions
Foreign Securities
Forward Commitments
Futures Contracts and Related Options
Money Market Investments
Mortgage-Backed Securities
Mortgage Dollar Rolls
Non-Agency Mortgage-Back Securities
Options on Securities
Repurchase Agreements
Reverse Repurchase Agreements
Rule 144A Securities
Securities Loans
Short-Term Trading
Zero Coupon 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
b
<PAGE>
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. Not issue senior securities except as provided in paragraph 1 above
and to the extent permitted by the 1940 Act;
5. Underwrite securities issued by others only when disposing of
portfolio securities;
6. 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
7. 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'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.
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 LFS a monthly fee at the annual rate of 0.236% of average daily net assets,
plus certain out-of-pocket expenses.
c
<PAGE>
RECENT FEES PAID TO THE ADVISOR, LFD AND LFS (dollars in thousands)
<TABLE>
<CAPTION>
Year ended October 31
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Management fee $8,985 $8,555 $7,578
Bookkeeping fee 534 512 455
Shareholder service and transfer agent fee 4,728 4,521 4,022
12b-1 fees:
Service fee (Classes A , B and C) 4,082 3,871 3,284
Distribution fee (Class B) 5,311 4,720 3,909
Distribution fee (Class C) 59 24 1
</TABLE>
BROKERAGE COMMISSIONS (dollars in thousands)
<TABLE>
<CAPTION>
Year ended October 31
1999 1998 1997
---- ---- -------
<S> <C> <C> <C>
Total commissions $0 $582 $ 870
Directed transactions (a) 0 0 95,622
Commissions on directed transactions 0 0 114
Commissions paid to AlphaTrade Inc. 0 124 0
</TABLE>
(a) See "Management of the Fund - Portfolio Transactions - Brokerage and
Research Services" in Part 2 of this SAI.
TRUSTEES AND TRUSTEES' FEES
For the fiscal year ended October 31, 1999 and the calendar year ended December
31, 1999, the Trustees received the following compensation for serving as
Trustees: (b)
<TABLE>
<CAPTION>
Total Compensation from the
Aggregate Compensation Fund Complex Paid to the
from Fund for Trustees for the Calendar
the Fiscal Year Ended Year Ended
Trustee October 31, 1999 December 31, 1999 (c)
- ------- ---------------------- ---------------------------
<S> <C> <C>
Robert J. Birnbaum (d) 6,454 97,000
Tom Bleasdale 7,468 (e) 103,000 (f)
John V. Carberry (g) N/A N/A
Lora S. Collins 6,387 96,000
James E. Grinnell 6,657 100,000
Richard W. Lowry 6,453 97,000
Salvatore Macera 6,971 95,000
William E. Mayer 6,460 101,000
James L. Moody, Jr. 6,007 (h) 91,000 (i)
John J. Neuhauser 6,728 101,252
Thomas E. Stitzel 6,971 95,000
Robert L. Sullivan 6,758 104,100
Anne-Lee Verville 7,088 (j) 96,000(k)
</TABLE>
(b) The Fund does not currently provide pension or retirement plan benefits to
the Trustees.
(c) At December 31, 1999, the complex consisted of 51 open-end and 8
closed-end management investment portfolios in the Liberty Funds Group -
Boston (Liberty Funds) and 12 open-end management investment portfolios in
the Liberty Variable Investment Trust (LVIT) (together, the Fund Complex).
(d) Retired as Trustee of the Trust on December 31, 1999.
(e) Includes $3,508 payable in later years as deferred compensation.
(f) Includes $52,000 payable in later years as deferred compensation.
d
<PAGE>
(g) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial Companies, Inc. (Liberty Financial).
(h) Total compensation of $6,007 for the fiscal year ended October 31, 1999,
will be payable in later years as deferred compensation.
(i) Total compensation of $91,000 for the calendar year ended December 31,
1999, will be payable in later years as deferred compensation.
(j) Total compensation of $7,088 for the fiscal year ended October 31, 1999
will be payable in later years as referred compensation.
(k) Total compensation of $96,000 for the calendar year ended December 31,
1999, will be payable in later years as deferred compensation.
For the fiscal year ended December 31, 1999, some of the Trustees received the
following compensation in their capacities as trustees or directors of the
Liberty All-Star Equity Fund, the Liberty All-Star Growth Fund, Inc. and Liberty
Funds Trust IX (together, Liberty All-Star Funds):
<TABLE>
<CAPTION>
Total Compensation from
Liberty All-Star Funds for the
Trustee Calendar Year Ended December 31, 1999(l)
- ------- ----------------------------------------
<S> <C>
Robert J. Birnbaum (m) $25,000
John V. Carberry (m)(n) N/A
James E. Grinnell (m) 25,000
Richard W. Lowry (m) 25,000
William E. Mayer (m) 25,000
John J. Neuhauser (m) 25,000
</TABLE>
(l) 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).
(m) Elected by the sole Trustee of Liberty Funds Trust IX on December 17,
1998.
(n) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.
OWNERSHIP OF THE FUND
As of record on January 31, 2000, the officers and Trustees of the Trust as
group beneficially owned less than 1% of the Class A and Class B shares the
outstanding.
As of record on February 5, 2000, the following shareholders owned of record
more than 5% or more of the each class of the Fund's outstanding shares:
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 54,158 Class C shares representing 6.63% of the then
outstanding shares of such Class.
Louis A. Valante Jr. and Rosemarie A. Volante Jtwros, 32 Shepard Ave, North
Providence, RI 02904 owned of record 308 Class Z shares representing 100% of
the oustanding shares of such Class.
There were 41,665 Class A, 48,027 Class B, 816 Class C and 1 Class Z
shareholders of record of the Fund.
e
<PAGE>
SALES CHARGES (dollars in thousands)
<TABLE>
<CAPTION>
Class A Shares
Year ended October 31
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Aggregate initial sales charges on
Fund share sales $1,385 $1,210 $1,169
Initial sales charges retained by LFD 134 189 175
Aggregate contingent deferred sales
charges (CDSC) on Fund redemptions
retained by LFD 4 1 0
</TABLE>
<TABLE>
<CAPTION>
Class B Shares
Year ended October 31
1999 1998 1997
------ ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions Retained by LFD $1,390 $829 $956
</TABLE>
<TABLE>
<CAPTION>
Class C Shares
Year ended October 31
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions Retained by LFD $8 $5 $0
</TABLE>
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.
Eights 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.
f
<PAGE>
SALES-RELATED EXPENSES (dollars in thousands) of LFD relating to the Fund for
the fiscal year ended October 31, 1999, were:
<TABLE>
<CAPTION>
Class A Class B Class C
------- ------- -------
<S> <C> <C> <C>
Fees to FSFs $2,289 $7,0822 $47
Cost of sales material relating to the Fund
(including $ 162 $ 487 $17
Printing and mailing expenses)
Allocated travel, entertainment and other
Promotional expenses (including advertising) $ 148 $ 367 $13
</TABLE>
INVESTMENT PERFORMANCE
The Fund's Class A, Class B, Class C and Class Z yields for the month ended
October 31, 1999 were 1.78%, 1.16%,1.16% and 2.13%, respectively.
The Fund's Class A, Class B, Class C and Class Z share average annual total
returns at October 31, 1999 were:
Class A
<TABLE>
<CAPTION>
1 year 5 years 10 years
------ ------- --------
<S> <C> <C> <C>
With sales charge of 5.75% 4.56% 15.38% 12.21%
Without sales charge 10.94% 16.75% 12.88%
</TABLE>
Class B
<TABLE>
<CAPTION>
1 year 5 years 10 years
------ ------- --------
<S> <C> <C> <C>
With applicable CDSC 5.11% (5.00% CDSC) 15.65% (2.00% CDSC) 12.24% (No CDSD)
Without CDSC 10.11% 15.88% 12.24%
</TABLE>
Class C
<TABLE>
<CAPTION>
1 year 5 years 10 years
------ ------- --------
<S> <C> <C> <C>
With applicable CDSC 9.15% (1.00% CDSC) 16.36% 12.69%
Without CDSC 10.15% 16.36% 12.69%
</TABLE>
Class Z
<TABLE>
<CAPTION>
1 year 5 years 10 years
------ ------- --------
<S> <C> <C> <C>
15.92% 18.03% 13.49%
</TABLE>
(o) Classes B, C and Z shares are the 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 classes of shares. The Class A share returns are not restated to
reflect any differences in expenses (such as Rule 12b-1 fees) between
Class A shares and the newer classes of shares. If differences in expenses
were reflected, the returns for periods prior to the inception of Class B
and C shares would be lower and for Class Z shares would be higher, since
Class Z shares are not subject to sales charges or service fees. 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.
See Part 2 of this SAI, "Performance Measures," for how calculations are made.
CUSTODIAN
g
<PAGE>
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 AUDITORS
Ernst & Young LLP, located at 200 Clarendon Street, Boston, Massachusetts
02116-5072, are the Fund's independent auditors, providing audit and tax return
preparation services and assistance and consultation in connection with the
review of various Securities and Exchange Commission filings.
PricewaterhouseCoopers LLP, located at 160 Federal Street, Boston, Massachusetts
02110-2624, were the Fund's independent accountants for the periods prior to
the year ended October 31, 1999. 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 Ernst & Young LLP, for the year ended October 31, 1999, and
PricewaterhouseCoopers LLP, for the periods prior to the year ended
October 31, 1999, given on the authority of said firms as experts in accountin
and auditing.
h
<PAGE>
COLONIAL GLOBAL EQUITY FUND
A SERIES OF LIBERTY FUNDS TRUST III
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 2000
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, 2000. This SAI should be read together with the Prospectus and
the Fund's most recent Annual Report dated October 31, 1999. 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, 1999 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
Organization and History
Investment Objective and Policies
Fundamental Investment Policies
Other Investment Policies
Portfolio Turnover
Fund Charges and Expenses
Investment Performance
Custodian
Independent Accountants
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 Sale Charges
How to Sell Shares
Distributions
How to Exchange Shares
Suspension of Redemptions
Shareholder Liability
Shareholder Meetings
Performance Measures
Appendix I
Appendix II
GE-16/7
<PAGE>
PART 1
COLONIAL GLOBAL EQUITY FUND
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 2000
DEFINITIONS
"Trust" Liberty Funds 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
"LFS" Liberty Funds Services, Inc., the Fund's shareholder
services and transfer agent
ORGANIZATION AND HISTORY
The Trust, a Massachusetts business trust organized in 1986. The Fund a
diversified series of the Trust, represents the entire interest in a separate
series of the Trust. The Fund commenced investment operations on June 8, 1992.
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 April 1, 1999, the Trust changed its name from Colonial Trust III to
its current name.
INVESTMENT OBJECTIVE AND POLICIES
The Fund's Prospectus describes its investment goal 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 may be 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
Small Companies
Securities Loans
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.
b
<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. Not issue senior securities except as provided in paragraph 1 above and
to the extent permitted by the 1940 Act;
5. Underwrite securities issued by others only when disposing of portfolio
securities;
6. 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
7. 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.
c
<PAGE>
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 LFS 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 LFS (dollars in thousands)
<TABLE>
<CAPTION>
Year ended October 31
1999 1998 1997
<S> <C> <C> <C>
Management fee(a) $1,281 $1,180 $771
Bookkeeping fee 57 53 44
Shareholder service and transfer agent fee 442 386 323
12b-1 fees:
Service fee (Classes A, B, and C) 338 312 253
Distribution fee (Class B ) 616 590 538
Distribution fee (Class C) (b) 16 10 1
Fees and expenses waived or borne by the Advisor (141) (132) ---
</TABLE>
(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)
<TABLE>
<CAPTION>
Year ended October 31
1999 1998 1997
<S> <C> <C> <C>
Total commissions $ 175 $ 127 $ 212
Directed transactions (c) 0 0 6,510
Commissions on directed transactions 0 0 9
Commissions paid to AlphaTrade Inc. 40 5 0
</TABLE>
(c) See "Management of the Fund - Portfolio Transactions - Brokerage and
Research Services" in Part 2 of this SAI.
d
<PAGE>
TRUSTEES AND TRUSTEES' FEES
For the fiscal year ended October 31, 1999 and the calendar year ended December
31, 1999, the Trustees received the following compensation for serving as
Trustees: (d)
<TABLE>
<CAPTION>
Total Compensation from the
Aggregate Compensation Fund Complex Paid to the
from the Fund for the Fiscal Year Ended Trustees for the Calendar Year Ended
Trustee October 31, 1999 December 31, 1999 (e)
- ------- ---------------- ---------------------
<S> <C> <C>
Robert J. Birnbaum (f) $1,011 $ 97,000
Tom Bleasdale 1,188 (g) 103,000 (h)
John V. Carberry (i) 0 N/A
Lora S. Collins 1,001 96,000
James E. Grinnell 1,043 100,000
Richard W. Lowry 1,011 97,000
Salvatore Macera 1,115 95,000
William E. Mayer 1,010 101,000
James L. Moody, Jr. 940 (j) 91,000 (k)
John J. Neuhauser 1,057 101,252
Thomas E. Stitzel 1,115 95,000
Robert L. Sullivan 1,088 104,100
Anne-Lee Verville 1,134(l) 96,000 (m)
</TABLE>
(d) The Fund does not currently provide pension or retirement plan benefits
to the Trustees.
(e) At December 31, 1999, the complex consisted of 51 open-end and 10
closed-end management investment portfolios in the Liberty Funds Group
- Boston (Liberty Funds) and 12 open-end management investment
portfolios in the Liberty Variable Investment Trust (LVIT) (together,
the Fund Complex).
(f) Retired as Trustee of the Trust on December 31, 1999.
(g) Includes $546 payable in later years as deferred compensation.
(h) Includes $52,000 payable in later years as deferred compensation.
(i) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial Companies, Inc. (Liberty Financial).
(j) Total compensation of $940 for the fiscal year ended October 31, 1999,
will be payable in later years as deferred compensation.
(k) Total compensation of $91,000 for the calendar year ended December 31,
1999, will be payable in later years as deferred compensation.
(l) Total compensation of $1,134 for the fiscal year ended October 31,
1999, will be payable in later years as deferred compensation.
(m) Total compensation of $96,000 for the calendar year ended December 31,
1999, will be payable in later years as deferred compensation.
For the fiscal year ended December 31, 1999, some of the Trustees received the
following compensation in their capacities as trustees or directors of the
Liberty All-Star Equity Fund, the Liberty All-Star Growth Fund, Inc. and Liberty
Funds Trust IX (together, Liberty All-Star Funds):
e
<PAGE>
Total Compensation From
Liberty All-Star Funds For The Calendar
<TABLE>
<CAPTION>
Trustee Year Ended December 31, 1999 (n)
<S> <C>
Robert J. Birnbaum (o) $25,000
John E. Carberry (p) N/A
James E. Grinnell (o) 25,000
Richard W. Lowry (o) 25,000
William E. Mayer (o) 25,000
John J. Neuhauser (o) 25,000
</TABLE>
(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 sole Trustee of Liberty Funds Trust IX on December 17,
1998.
(p) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.
OWNERSHIP OF THE FUND
As of record on February 5, 2000, the officers and Trustees of the Trust as a
group owned less than 1% of the then outstanding Class A, Class B and Class C
shares of the Fund.
As of record on January 31, 2000, the following shareholders owned of record
more than 5% or more of one or more of each class of the Fund's outstanding
shares:
Class B
Merrill Lynch Pierce Fenner & Smith 13.23%
for the Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Dr. E. 3rd Floor
Jacksonville, FL 32246
Class C
Merrill Lynch Pierce Fenner & Smith 6.27%
for the Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Dr. E. 3rd Floor
Jacksonville, FL 32246
As of record on January 31, 2000, there were 4,376 Class A, 11,276 Class B and
579 Class C record holders of the Fund.
f
<PAGE>
SALES CHARGES (dollars in thousands)
<TABLE>
<CAPTION>
Class A Shares
Years ended October 31
1999 1998 1997
<S> <C> <C> <C>
Aggregate initial sales charges on Fund share sales $139 $101 $104
Initial sales charges retained by LFD 11 16 16
Aggregate contingent deferred sales charges
(CDSC) on Fund redemptions retained by LFD 8 1 0
</TABLE>
<TABLE>
<CAPTION>
Class B Shares
Years ended October 31
1999 1998 1997
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD $271 $152 $114
</TABLE>
<TABLE>
<CAPTION>
Class C Shares August 1, 1997
Years ended October 31 (Inception date)
through October 31, 1997
1999 1998
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD $2 $1 0
</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 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
g
<PAGE>
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, 1999 were:
<TABLE>
<CAPTION>
Class A Shares Class B Shares Class C Shares
<S> <C> <C> <C>
Fees to FSFs $156 $901 $15
Cost of sales material relating to the Fund 31 108 9
(including printing and mailing expenses)
Allocated travel, entertainment and other 19 48 3
promotional Expenses (including advertising)
</TABLE>
INVESTMENT PERFORMANCE
The Fund's Class A, Class B and Class C average annual total returns at October
31, 1999 were (q):
<TABLE>
<CAPTION>
Class A Shares
Period June 8, 1992
(commencement of investment operations)
1 year 5 years through October 31, 1999
<S> <C> <C> <C>
With sales charge of 5.75% 5.62% 11.80% 11.94%
Without sales charge 12.06% 13.13% 12.84%
</TABLE>
<TABLE>
<CAPTION>
Class B Shares
Period June 8, 1992
(commencement of investment operations)
1 year 5 years through October 31, 1999
<S> <C> <C> <C>
With applicable CDSC 6.20% (5.00% CDSC) 11.96% (2.00% CDSC) 11.93%
Without CDSC 11.20% 12.21% 11.93%
</TABLE>
<TABLE>
<CAPTION>
Class C Shares
Period August 1, 1997
1 year 5 years (p) (commencement of investment operations)
through October 31, 1999 (r)
<S> <C> <C> <C>
With applicable CDSC 10.20(5.00% CDSC)% 12.23% (2.00% CDSC) 11.94%
Without CDSC 11.20% 12.23% 11.94%
</TABLE>
See Part 2 of this SAI, "Performance Measures," for how calculations are made.
(q) Performance results reflect any voluntary waiver or reimbursement by
the Advisor and/or its affiliates of class expenses. Absent this waiver
or reimbursement arrangement, performance results would have been
lower. See the prospectus for details.
(r) Class C is the (newer class of shares). Its performance information
includes returns of the Fund's Class B shares (the oldest existing fund
class with a similar cost structure) for periods prior to the inception
of the newer class of shares. The Class B share returns are not
restated to reflect any differences in expenses (such as Rule 12b-1
fees) between Class B 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 lower. Class A
shares were initially
h
<PAGE>
offered on June 8, 1992, Class B share were initially offered on June
8, 1992, and Class C shares were initially offered on August 1, 1997.
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, are the Fund's independent accountants, providing audit and tax
return preparation services and assistance and consultation in connection with
the review of various SEC 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>
COLONIAL INTERNATIONAL HORIZONS FUND
A SERIES OF LIBERTY FUNDS TRUST III
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 2000
This Statement of Additional Information (SAI) contains information which may be
useful to investors but which is not included in the Prospectuses of Colonial
International Horizons Fund (Fund). This SAI is not a prospectus and is
authorized for distribution only when accompanied or preceded by a Prospectus of
the Fund dated March 1, 2000. This SAI should be read together with a Prospectus
and the Fund's most recent Annual Report dated October 31, 1999. Investors may
obtain a free copy of a 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, 1999 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 Prospectuses.
TABLE OF CONTENTS
PART 1 PAGE
Definitions
Organization and History
Investment Objective and Policies
Fundamental Investment Policies
Other Investment Policies
Fund Charges and Expenses
Investment Performance
Custodian
Independent Accountants
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
HZ--0200
<PAGE>
PART 1
COLONIAL INTERNATIONAL HORIZONS FUND
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 2000
DEFINITIONS
"Trust" Liberty Funds 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
"LFS" 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, a
non-diversified series of the Trust, represents the entire interest in a
separate series of the Trust. The Fund commenced investment operations on June
8, 1992.
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. Effective April 1, 1999, the Trust
changed its name from "Colonial Trust III" to its current name. On July 24,
1998, Colonial International Fund for Growth was merged into the Fund.
INVESTMENT OBJECTIVE AND POLICIES
The Fund's Prospectuses describe 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 that may be
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 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;
b
<PAGE>
4. Not issue senior securities except as provided in paragraph 1
above and to the extent permitted by the Act;
5. Underwrite securities issued by others only when disposing of
portfolio securities;
6. 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
7. 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%.
Under the Fund's pricing and bookkeeping agreement, the Fund pays the Advisor a
monthly 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, theFund
pays LFS 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 LFS (dollars in thousands)
<TABLE>
<CAPTION>
Years Ended October 31
----------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Management fee $861 $557 $ 483
Bookkeeping fee 50 35 32
Shareholder service and transfer agent fee 395 245 213
12b-1 fees:
Service fee (Class A, B & C) --- 183 163
Service fee (Class A) 139 --- ---
Service fee (Class B) 138 --- ---
Service fee (Class C)(a) 3 --- ---
Distribution fee (Class B) 411 257 208
Distribution fee (Class C)(a) 9 4 (b)
</TABLE>
(a) Class C shares were initially offered on August 1, 1997.
(b) Rounds to less than one.
c
<PAGE>
BROKERAGE COMMISSIONS (dollars in thousands)
<TABLE>
<CAPTION>
Years Ended October 31
----------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Total commissions $161 $187 $ 123
Directed transactions(c) 0 0 --
Commissions on directed transactions 0 0 --
Commissions on AlphaTrade Inc. 0 1 --
</TABLE>
(c) See "Management of the Funds - Portfolio Transactions - Brokerage and
Research Services" in Part 2 of this SAI.
TRUSTEES AND TRUSTEES' FEES
For fiscal year ended October 31, 1999 and the calendar year ended December 31,
1999, 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, 1999 December 31, 1999(e)
- ------- --------------------------- ---------------------------------------------
<S> <C> <C>
Robert J. Birnbaum (f) $ 947 $97,000
Tom Bleasdale 1,104(g) 103,000(h)
John V. Carberry(i) N/A N/A
Lora S. Collins 937 96,000
James E. Grinnell 976 100,000
Richard W. Lowry 946 97,000
Salvatore Macera 1,039 95,000
William E. Mayer 945 101,000
James L. Moody, Jr. 879(j) 91,000(k)
John J. Neuhauser 989 101,252
Thomas E. Stitzel 1,039 95,000
Robert L. Sullivan 1,015 104,100
Anne-Lee Verville 1,055(l) 96,000(m)
</TABLE>
(d) The Fund does not currently provide pension or retirement plan
benefits to the Trustees.
(e) At December 31, 1999, the complex consisted of 51open-end and
8 closed-end management investment portfolios in the Liberty
Funds Group - Boston (Liberty Funds) and 12 open-end management
investment portfolios in the Liberty Variable Investment Trust
(LVIT) (together, the Fund Complex).
(f) Retired as Trustee of the Trust effective December 31, 1999.
(g) Includes $511 payable in later years as deferred compensation.
(h) Includes $52,000 payable in later years as deferred compensation.
(i) Does not receive compensation because he is an affiliated Trustee
and employee of Liberty Financial Companies, Inc. (Liberty
Financial).
(j) Total compensation of $879 for the fiscal year ended
October 31, 1999, will be payable in later years as deferred
compensation.
(k) Total compensation of $91,000 for the calendar year ended
December 31, 1999, will be payable in later years as deferred
compensation.
e
<PAGE>
(l) Total compensation of $1,055 for the fiscal year ended October 31, 1999,
will be payable in later years as deferred compensation.
(m) Total compensation of $96,000 for the calendar year ended December 31,
1999, will be payable in later years as deferred compensation.
For the calendar year ended December 31, 1999, certain of the Trustees received
the following compensation in their capacities as Trustees or Directors of the
Liberty All-Star Equity Fund, the Liberty All-Star Growth Fund, Inc. and Liberty
Funds Trust IX (together, Liberty All-Star Funds):
<TABLE>
<CAPTION>
Total Compensation
From Liberty All-Star Funds For The
Trustee Calendar Year Ended December 31, 1999(n)
- ------- ----------------------------------------
<S> <C>
Robert J. Birnbaum(o) $25,000
John V. Carberry (o)(p) N/A
James E. Grinnell(o) 25,000
Richard W. Lowry(o) 25,000
William E. Mayer (o) 25,000
John J. Neuhauser (o) 25,000
</TABLE>
(n) 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).
(o) Elected by the sole Trustee of Liberty Funds Trust IX on December 17, 1998.
(p) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.
OWNERSHIP OF THE FUND
As of record on January 29, 2000, the Trustees and officers of the Trust as a
group owned less than 1% of the outstanding Class A, B, C and Z shares of the
Fund.
As of record on February 4, 2000, the following shareholders of record
owned 5% or more of one or more of each class of the Fund's
shares:
Class B Shares: Merrill Lynch, Pierce, Fenner & Smith, Inc., 4800 Deer Lake
Drive East, 3rd Floor, Jacksonville, Florida 32246-6484, owned 417,555 shares
representing 10.93% of the then outstanding Class B shares.
Class C Shares: Merrill Lynch, Pierce, Fenner & Smith, Inc., 4800 Deer Lake
Drive East, 3rd Floor, Jacksonville, Florida 32246, owned 5,928 shares
representing 5.83%; Colonial Management Associates, Inc., One Financial Center,
Boston, Massachusetts 02111-2621, owned 18,041 shares representing 17.73%;
Investors Bank & Trust Company Custodian, Peter M. Salvano IRA, 303 Westbridge
Drive, Mt.
Airy, JD 21771, owned 6,285 shares representing 6.18%.
Class Z Shares: Colonial Counselor Select Growth Portfolio, 245 Summer Street,
Boston, MA 02111, owned 135,742 shares representing 34.03%; Colonial Counselor
Select Balanced Portfolio, 245 Summer Street, Boston, MA 02111, owned 263,095
shares representing 65.95%.
At January 31, 2000, there were 5,794 Class A, 7,998 Class B, 269 Class C and
3 Class Z record holders of the Fund.
f
<PAGE>
SALES CHARGES (dollars in thousands)
<TABLE>
<CAPTION>
Class A Shares
Years Ended October 31
---------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate initial sales charges on Fund
share sales $70 $33 $37
Initial sales charges retained by LFD 59 6 5
Aggregate contingent deferred sales
charges (CDSC) on Fund redemptions
retained by LFD 8 (q) 0
Class B Shares
<CAPTION>
Years Ended October 31
---------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions
retained by LFD $202 $139 $82
<CAPTION>
Class C Shares
Years Ended October 31
---------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions
retained by LFD $1 $1 $0
</TABLE>
(q) 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, except for Class Z 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.
g
<PAGE>
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.
A certain number of years, depending on the program you purchased your shares
under, 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, 1999
Class a Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Fees to FSFs $152 $342 $6
Cost of sales material relating to the Fund
(including printing and mailing expenses) 118 23 7
Allocated travel, entertainment and other promotional
expenses (including advertising) 87 15 1
</TABLE>
INVESTMENT PERFORMANCE
The Fund's Class A, Class B, Class C and Class Z share
average annual total returns at October 31, 1999 were:
<TABLE>
<CAPTION>
Class A Shares
--------------
Period June 8, 1992
(commencement of investment operations)
1 Year 5 Years Through October 31, 1999
------ ------- ------------------------
<S> <C> <C> <C>
With sales charge of 5.75% 11.00% 8.86% 10.34%
Without sales charge 17.77% 10.16% 11.23%
Class B Shares
--------------
Period June 8, 1992
(commencement of investment operations)
1 Year 5 Years Through October 31, 1999
------ ------- ------------------------
With applicable CDSC 11.85%(5.00% CDSC) 9.06%(2.00% CDSC) 10.40%
Without CDSC 16.85% 9.34% 10.40%
</TABLE>
h
<PAGE>
<TABLE>
<CAPTION>
Class C Shares(r)
-----------------
Period June 8, 1992
(commencement of investment operations)
1 Year 5 Years(s) Through October 31, 1999(S)
------ ---------- ---------------------------
<S> <C> <C> <C>
With applicable CDSC 15.90% (1.00% CDSC) 9.40% 10.44%
Without CDSC 16.90% 9.40% 10.44%
Class Z Shares(t)
-----------------
Period June 8, 1992
(commencement of investment operations)
1 Year 5 Years Through October 31, 1999
------ ------- ------------------------
17.95% 10.19% 11.25%
</TABLE>
(r) Class C shares were initially offered on August 1, 1997.
(s) Classes 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. The Class A
share returns are not restated to reflect any differences in expenses (such
as Rule 12b-1 fees) between Class A shares and the newer classes of shares.
If differences in expenses were reflected, the returns for periods prior to
the inception of Class C would be lower and Class Z shares would be higher
since Class Z shares are not subject to sales charges or service fees.
(t) Class Z shares were initially offered on February 16, 1999.
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 SEC 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>
COLONIAL GLOBAL UTILITIES FUND
A SERIES OF LIBERTY FUNDS TRUST III
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 2000
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, 2000. This SAI should be read together with the Prospectus and
the Fund's most recent Annual Report dated October 31, 1999. 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, 1999 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
<TABLE>
<CAPTION>
PART 1 PAGE
<S> <C>
Definitions
Organization and History
Investment Objective and Policies
Fundamental Investment Policies
Other Investment Policies
Fund Charges and Expenses
Investment Performance
Custodian
Independent Accountants
Management of the Fund
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
</TABLE>
GU-xxx-xxx
<PAGE>
PART 1
COLONIAL GLOBAL UTILITIES FUND
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 2000
DEFINITIONS
<TABLE>
<CAPTION>
<S> <C>
"Fund" Colonial Global Utilities Fund
"Trust" Liberty Funds 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
"LFS" Liberty Funds Services, Inc., the Fund's shareholder services and transfer agent
"Portfolio" LFC Utilities Trust
</TABLE>
ORGANIZATION AND HISTORY
The Trust is a Massachusetts business trust organized in 1978. The Fund, a
diversified series of the Trust, represents the entire interest in a separate
series of the Trust. The Fund commenced investment operations on August 23,
1991. The Fund is the successor by reorganization to the Liberty Financial
Utilities Fund. The reorganization occurred on March 27, 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.
On February 26, 1999, LFC Utilities Trust collapsed into the Fund, therefore,
terminating the master/feeder fund structure.
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 April 1, 1999, the Trust changed its name from "Colonial Trust III" to
its current name.
INVESTMENT OBJECTIVE AND POLICIES
The Fund's Prospectus describes the Fund's investment goals 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 may be 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.
b
<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 can not be changed without such a vote.
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. Not issue senior securities except as provided in paragraph 1 above
and to the extent permitted by the 1940 Act;
4. 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;
5. 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;
6. 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;
7. 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
8. 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.
c
<PAGE>
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 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) under Fundamental Investment Policies, 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, under a separate pricing and bookkeeping agreement the Fund pays the
Administrator a monthly 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 LFS 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 LFS at the annual rate of 0.20% of average daily net assets plus LFS'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.
d
<PAGE>
RECENT FEES PAID TO THE ADVISOR, ADMINISTRATOR, LFD AND LFS (dollars in
thousands)
<TABLE>
<CAPTION>
Years ended October 31,
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Management fee $484 $990 $967
Administration fee 363 180 176
Bookkeeping fee 65 48 47
Shareholder services and transfer agent fee 509 446 495
Allocated expenses from LFC Utilities Trust 348
12b-1 fees
Service fee (Class A, Class B, Class C)(a) 457 452 439
Distribution fee (Class B) 48 31 21
Distribution fee (Class C)(a) 8 8 5
</TABLE>
(a) On July 1, 1997, Class D shares were redesignated Class C shares.
BROKERAGE COMMISSIONS
Total brokerage commissions paid by the Fund and the Portfolio for the fiscal
years ended October 31, 1997, 1998 and 1999 were $, $329,183, $359,361 and
$235,296 respectively.
TRUSTEES AND TRUSTEES' FEES
For the fiscal year ended October 31, 1999 and the calendar year ended December
31, 1999, the Trustees received the following compensation for serving as
Trustees of the Fund (b):
<TABLE>
<CAPTION>
Aggregate Compensation Total Compensation from
from the Fund the Fund Complex
and the Portfolio Paid to the Trustees for
for the Fiscal Year ended the Calendar Year ended
Trustee October 31, 1999 December 31, 1999(c)
- ------- ---------------- --------------------
<S> <C> <C>
Robert J. Birnbaum(d) $1,176 $ 97,000
Tom Bleasdale 1,387(e) 103,000(f)
John V. Carberry(g) N/A N/A
Lora S. Collins 1,164 96,000
James E. Grinnell 1,213 100,000
Richard W. Lowry 1,176 97,000
Salvatore Macera 1,294 95,000
William E. Mayer 1,176 101,000
James L. Moody, Jr. 1,094(h) 91,000(i)
John J. Neuhauser 1,230 101,252
Thomas E. Stitzel 1,294 95,000
Robert L. Sullivan 1,261 104,100
Anne-Lee Verville 1,316(j) 96,000(k)
</TABLE>
(b) The Fund does not currently provide pension or retirement plan benefits to
the Trustees.
(c) At December 31, 1999, the complex consisted of 51 open-end and 10 closed-end
management investment portfolios in the Liberty Funds Group - Boston
(Liberty Funds) and 12 open-end management investment portfolios in the
Liberty Variable Investment Trust (LVIT) (together, the Fund Complex).
(d) Retired as Trustee of the Trust on December 31, 1999.
(e) Includes $636 payable in later years as deferred compensation.
e
<PAGE>
(f) Includes $52,000 payable in later years as deferred compensation.
(g) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial Companies, Inc. (Liberty Companies)
(h) Total compensation of $1,094 for the fiscal year ended October 31, 1999,
will be payable in later years as deferred compensation.
(i) Total compensation of $91,000 for the calendar year ended December 31, 1999
will be payable in later years as deferred compensation.
(j) Total compensation of $1,316 for the fiscal year ended October 31, 1999 will
be payable in later years as deferred compensation.
(k) Total compensation of $96,000 for the calendar year ended December 31, 1999
will be payable in later years as deferred compensation.
For the fiscal year ended December 31, 1999, some of the Trustees received the
following compensation in their capacities as Trustees or Directors of the
Liberty All-Star Equity Fund, the Liberty All-Star Growth Fund, Inc.
and Liberty Funds Trust IX (together, Liberty All-Star Funds):
<TABLE>
<CAPTION>
Total Compensation from Liberty All-Star
Funds for the Calendar Year ended
Trustee December 31, 1999(l)
- ------- --------------------
<S> <C>
Robert J. Birnbaum(m) $25,000
John V. Carberry(m)(n) N/A
James E. Grinnell(m) $25,000
Richard W. Lowry(m) $25,000
William E. Mayer(m) $25,000
John J. Neuhauser(m) $25,000
</TABLE>
(l) 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).
(m) Elected by the sole Trustee of Liberty Funds Trust IX on December 17, 1998.
(n) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.
OWNERSHIP OF THE FUND
The following information is as of record on January 31, 2000:
The officers and Trustees of the Trust as a group beneficially owned less than
1% of the then outstanding Class A, B and C shares of the Fund.
As of record on February 5, 2000, the following shareholders of record owned 5%
or more of one or more of each class of the Fund's outstanding shares:
Colonial Management Associates, Inc. Attn: Philip Iudice/Controller, One
Financial Center, 11th Floor, Boston, MA 02111-2621, owned 31,597.275 shares
representing 40.11% of the then outstanding Class C shares.
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
32246-6484, owned 32,631.576 shares representing 5.75% of the then outstanding
Class B shares and 12,889.322 shares representing 16.36% of the then outstanding
Class C shares.
f
<PAGE>
As of record on At January 31, 2000, there were 11,729 Class A, 849 Class B and
64 Class C record holders of the Fund.
SALES CHARGES (dollars in thousands)
<TABLE>
<CAPTION>
Class A Shares
Year ended October 31,
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate initial sales charges on Fund share sales $489 $116 $103
Initial sales charge retained by LFD 77 22 12
</TABLE>
<TABLE>
<CAPTION>
Class B Shares
Year ended October 31,
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate contingent deferred sales charge (CDSC)
on Fund redemptions retained by LFD $12 $13 $4
</TABLE>
<TABLE>
<CAPTION>
Class C Shares
Year ended October 31,
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by
LFD (o) (o) (o)
</TABLE>
(o) 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. 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
g
<PAGE>
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. See the prospectus
for a description of the different programs.
SALES RELATED EXPENSES (dollars in thousands) of LFD relating to the Fund for
the fiscal year ended October 31, 1999 were:
<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Fees to FSFs $427 $131 $4
Cost of sales material relating to the Fund
(including printing and mailing expenses) 24 15 (p)
Allocated travel, entertainment and other promotional
expenses (including advertising) 14 7 (p)
</TABLE>
(p) Rounds to less than one.
INVESTMENT PERFORMANCE
The Fund's average annual total returns at October 31, 1999 were:
<TABLE>
<CAPTION>
Class A Shares
----------------------------------------------------------------------
Period October 15, 1991
1 year 5 years (commencement of investment
operations) through October 31, 1999
------------------------------------
<S> <C> <C> <C>
With sales charge of 5.75% 11.50% 13.82% 11.56%
Without sales charge 18.31% 15.17% 12.38%
</TABLE>
<TABLE>
<CAPTION>
Class B Shares
----------------------------------------------------------------------
Period October 15, 1991
1 year 5 years(r) (commencement of investment operations)
through October 31, 1999 (q)(r)
-------------------------------
<S> <C> <C> <C>
With applicable CDSC 12.50% (5.00% CDSC) 14.15% 11.91% (3.00% CDSC)
Without CDSC 17.50% 14.38% 11.91%
</TABLE>
<TABLE>
<CAPTION>
Class C Shares
----------------------------------------------------------------------
Period October 15, 1991
1 year 5 years(q)(r) (commencement of investment operations)
through October 31, 1999 (q)(r)
-------------------------------
<S> <C> <C> <C>
With applicable CDSC 16.42% (1.00% CDSC) 14.38% 11.91%
Without CDSC 17.42% 14.38% 11.91%
</TABLE>
(q) Class B and 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 classes of shares.
The Class A share returns are not restated to reflect any differences in
expenses (such as Rule 12b-1 fees) between Class A shares and the newer
classes of shares. If differences in expenses were reflected, the returns
for periods prior to the inception of the newer
h
<PAGE>
classes of shares would be lower. Class A shares were initially offered on
October 15, 1991, Class B shares were initially offered on March 27, 1995
and Class C shares were initially offered on March 27, 1995.
(r) Performance results reflect any voluntary waiver or reimbursement by the
Advisor and/or its affiliates of class expenses. Absent this waiver or
reimbursement arrangement, performance results would have been lower. See
the prospectus for details.
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, 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.
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, 1999, the Advisor managed over $30
billion in assets.
The director of the Advisor is C. Allen Merritt, Jr. Mr. Merritt is President
and Chief Executive Officer of Liberty Financial; Stephen E. Gibson is President
of the Advisor's Mutual Funds division and William E. Rankin is President of the
Advisor's Private Capital Management division. The business address of Mr.
Merritt is 600 Atlantic Avenue, Federal
i
<PAGE>
Reserve Plaza, Boston, Massachusetts 02210; that of Mr. Rankin is One South
Wacker Drive, Chicago, Illinois 60606 and that of Mr. Gibson is One Financial
Center, Boston, Massachusetts 02111-2624.
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 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.
j
<PAGE>
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>
COLONIAL STRATEGIC BALANCED FUND
A SERIES OF LIBERTY FUNDS TRUST III
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 2000
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, 2000. This SAI should be read together with the Prospectus and
the Fund's most recent Annual Report dated October 31, 1999. 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
Financial Statements and Report of Independent Accountants appearing in the
October 31, 1999 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
<TABLE>
<CAPTION>
PART 1 PAGE
<S> <C>
Definitions b
Organization and History b
Investment Objective and Policies b
Fundamental Investment Policies c
Other Investment Policies c
Fund Charges and Expenses c
Investment Performance f
Custodian g
Independent Accountants g
PART 2
Miscellaneous Investment Practices 1
Taxes 11
Management of the Funds 14
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
</TABLE>
791-16/433A-0200
<PAGE>
PART 1
COLONIAL STRATEGIC BALANCED FUND
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 2000
DEFINITIONS
"Trust" Liberty Funds 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
"LFS" 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, a
diversified series of the Trust, commenced investment operations on September
19, 1994 and represents the entire interest in a separate series 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 April 1, 1999, the Trust changed its name from Colonial Trust III to
its current name. Effective July 1, 1997 the Fund's Class D shares were
redesignated Class C shares.
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 may be 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.
b
<PAGE>
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;
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. Not issue senior securities except as provided in paragraph 1 above and
to the extent permitted by the 1940 Act;
5. Underwrite securities issued by others only when disposing of portfolio
securities;
6. 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
7. 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%.
Under the Fund's pricing and bookkeeping agreement, the Fund pays the Advisor a
monthly 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 LFS a monthly fee at the annual rate of 0.236% of average daily net assets,
plus certain out-of-pocket expenses.
c
<PAGE>
RECENT FEES PAID TO THE ADVISOR, LFD AND LFS (dollars in thousands)
<TABLE>
<CAPTION>
Years ended October 31
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Management fee $ 1,263 $ 1,063 $ 712
Bookkeeping fee 73 63 45
Shareholder service and transfer agent fee 550 455 318
12b-1 fees:
Service fee (Classes A, B and C) 452 381 256
Distribution fee (Class A) 94 157 110
Distribution fee (Class B) 862 691 450
Distribution fee (Class C) 68 56 39(a)
Fees and expenses waived or borne by the Advisor -- (15) (94)
Fees and expenses waived or borne by the
Distributor (Class A) (19) -- --
</TABLE>
(a) On July 1, 1997 the Fund's Class D shares were redesignated Class C
shares.
BROKERAGE COMMISSIONS (dollars in thousands)
<TABLE>
<CAPTION>
Years ended October 31
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Total commissions $ 93 $ 81 $ 29
Directed transactions 0 0 591
Commissions on directed transactions 0 0 1
Commissions paid to AlphaTrade Inc. 66 22 0
</TABLE>
TRUSTEES AND TRUSTEES' FEES
For the fiscal year ended October 31, 1999 and the calendar year ended December
31, 1999 the Trustees received the following compensation for serving as
Trustees(b):
<TABLE>
<CAPTION>
Total Compensation from the Fund
Aggregate Compensation from Complex Paid to the Trustees for
Fund for the Fiscal Year Ended the Calendar Year Ended
Trustee October 31, 1999 December 31, 1999(c)
- ------- ------------------------------ --------------------------------
<S> <C> <C>
Robert J. Birnbaum(d) $ 1,169 $ 97,000
Tom Bleasdale 1,361(e) 103,000(f)
John V. Carberry(g) N/A N/A
Lora S. Collins 1,157 96,000
James E. Grinnell 1,205 100,000
Richard W. Lowry 1,169 97,000
Salvatore Macera 1,280 95,000
William E. Mayer 1,168 101,000
James L. Moody, Jr 1,087(h) 91,000(i)
John J. Neuhauser 1,221 101,252
Thomas E. Stitzel 1,280 95,000
Robert L. Sullivan 1,252 104,100
Anne-Lee Verville 1,301(j) 96,000(k)
</TABLE>
(b) The Fund does not currently provide pension or retirement plan benefits
to the Trustees.
(c) At December 31, 1999, the complex consisted of 51 open-end and 8
closed-end management investment portfolios in the Liberty Funds Group
- Boston (Liberty Funds) and 12 open-end management investment
portfolios in the Liberty Variable Investment Trust (LVIT) (together,
the Fund Complex).
d
<PAGE>
(d) Retired as Trustee of the Trust on December 31, 1999.
(e) Includes $632 payable in later years as deferred compensation.
(f) Includes $52,000 payable in later years as deferred compensation.
(g) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial Companies, Inc. (Liberty Financial).
(h) Total compensation of $1,087 for the fiscal year ended October 31,
1999, will be payable in later years as deferred compensation.
(i) Total compensation of $91,000 for the calendar year ended December 31,
1999, will be payable in later years as deferred compensation.
(j) Total compensation of $1,301 for the fiscal year ended October 31,
1999, will be payable in later years as deferred compensation.
(k) Total compensation of $96,000 for the calendar year ended December 31,
1999, will be payable in later years as deferred compensation.
For the fiscal year ended December 31, 1999, some of the Trustees received the
following compensation in their capacities as trustees or directors of the
Liberty All-Star Equity Fund, the Liberty All-Star Growth Fund, Inc. and Liberty
Funds Trust IX (together, Liberty All-Star Funds):
<TABLE>
<CAPTION>
Total Compensation From
Liberty All-Star Funds for
the Calendar Year
Trustee Ended December 31, 1999 (l)
- ------- ---------------------------
<S> <C>
Robert J. Birnbaum(m) $25,000
John V. Carberry (m)(n) N/A
James E. Grinnell(m) 25,000
Richard W. Lowry(m) 25,000
William E. Mayer(m) 25,000
John J. Neuhauser(m) 25,000
</TABLE>
(l) 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).
(m) Elected by the sole Trustee of Liberty Funds Trust IX on December 17,
1998.
(n) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.
OWNERSHIP OF THE FUND
As of record on January 31, 2000, the officers and Trustees of the Trust as a
group owned less than 1% of the outstanding shares of the Fund.
As of record on February 5, 2000, the following shareholders of record owned 5%
or more of one or more of each Class of the Fund's outstanding shares:
Class A
Sales Marketing Services, Inc. 7.31%
P.O. Box 516
Metairie, LA 70004-0516
e
<PAGE>
As of record on January 31, 2000, there were 3,663 Class A, 10,642 Class B and
743 Class C record holders of the Fund.
SALES CHARGES (dollars in thousands)
<TABLE>
<CAPTION>
Class A Shares
Years ended October 31,
1999 1998 1997
------ ---- ----
<S> <C> <C> <C>
Aggregate initial sales charges on Fund share sales $1,811 $317 $383
Initial sales charges retained by LFD 23 38 40
Aggregate contingent deferred sales charges (CDSC)
on Fund redemptions retained by LFD (o) 5 0
</TABLE>
<TABLE>
<CAPTION>
Class B Shares
Years ended October 31,
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD $360 $182 $124
</TABLE>
<TABLE>
<CAPTION>
Class C Shares
Years ended October 31,
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Aggregate CDSC on Fund redemptions retained by LFD $2 $2 $4
</TABLE>
(o) Rounds to less than one.
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. 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, 1999
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Fees to FSFs $ 124 $1,289 $ 39
Cost of sales material relating to the Fund
(including printing and mailing expenses) 20 81 10
Allocated travel, entertainment and other
promotional expenses (including advertising) 17 70 8
</TABLE>
INVESTMENT PERFORMANCE
The Fund's Class A, Class B and Class C share yields for the month ended October
31, 1999 were:
<TABLE>
<CAPTION>
Class A Shares Class B Shares Class C Shares
Yield Yield Yield
-------------- -------------- --------------
<S> <C> <C>
3.22% 2.69% 2.69%
</TABLE>
The Fund's Class A, Class B and Class C share average annual total returns at
October 31, 1999 were:
<TABLE>
<CAPTION>
Class A Shares
Period September 19, 1994
(commencement of investment operations)
1 year 5 years through October 31, 1999
------ ------- ---------------------------------------
<S> <C> <C> <C>
With sales charge of 4.75%(p) 3.32% 12.93% 12.40%
Without sales charge(p) 8.47% 14.03% 13.48%
</TABLE>
<TABLE>
<CAPTION>
Class B Shares
Period September 19, 1994
(commencement of investment operations)
1 year 5 years through October 31, 1999
------ ------- ---------------------------------------
<S> <C> <C> <C>
With applicable CDSC (p) 2.87% (5.00% CDSC) 13.26% (2.00% CDSC) 12.83% (1.00% CDSC)
Without CDSC(p) 7.87% 13.51% 12.95%
</TABLE>
<TABLE>
<CAPTION>
Class C Shares
Period September 19, 1994
(commencement of investment operations)
1 year 5 years through October 31, 1999
------ ------- ---------------------------------------
<S> <C> <C> <C>
With applicable CDSC(p) 6.78% (1.00% CDSC) 13.49% (0.00% CDSC) 12.94% (0.00% CDSC)
Without CDSC(p) 7.78% 13.49% 12.94%
</TABLE>
(p) Performance results reflect any voluntary waiver or reimbursement by
the Advisor and/or its affiliates of class expenses. Absent this waiver
or reimbursement arrangement, performance results would have been
lower. See the Prospectus for details.
See Part 2 of this SAI, "Performance Measures," for how calculations are made.
CUSTODIAN
g
<PAGE>
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.
h
<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 SEC 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>
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)
A Series of Liberty Funds Trust III
STATEMENT OF ADDITIONAL INFORMATION
March 1, 2000
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, 2000 and
the Funds' most recent Annual Report dated October 31, 1999. 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, 1999 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
CHF-16/573A-0200
<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, 2000
DEFINITIONS
"Trust" Liberty Funds 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
"LFS" 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, a
diversified series of the Trust, represents the entire interest in a separate
series of the Trust. Small Cap Fund commenced investment operations on February
20, 1996; Special Fund commenced investment operations on February 20, 1996;
Real Estate Fund commenced investment operations on April 4, 1994; Equity Fund
commenced investment operations on October 3, 1996; Managed Fund commenced
investment operations on October 28, 1996; Oregon Tax-Free Fund commenced
investment operations on October 4, 1984; and Income Fund commenced investment
operations on January 31, 1989.
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.
Effective April 1, 1999, the Trust changed its name from Colonial Trust III to
its current name. 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 & Equity Fund.
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.
<PAGE>
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.
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. Not issue senior securities except as provided in paragraph 1 above
and to the extent permitted by the Act;
5. Underwrite securities issued by others only when disposing of
portfolio securities;
6. 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
7. 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.
<PAGE>
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 , 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. For purposes of the Oregon corporate excise tax, income
from Fund distributions of interest paid on municipal securities issued by a
state, including Oregon, and its political subdivisions will be reduced by
interest on indebtedness incurred to produce such income.
The Oregon Corporation Excise Tax Law of 1929, as amended, 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>
<S> <C> <C> <C>
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
- --------------- ----------- ----------- -----------
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 LFS a monthly
fee at the annual rate of 0.236% of the average daily net assets attributable to
such Fund's Class A, B, C and Z 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, C and Z 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 LFS 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.
Recent Fees paid to the Advisor, LFD and LFS. (dollars in thousands)
Special Fund
<TABLE>
<CAPTION>
Year ended October 31
<S> <C> <C> <C>
1999 1998 1997
---- ---- ----
Management fee $766 $2,241 $3,610
Fees and expenses waived or borne by the Advisor/Administrator (576) (834) (315)
Bookkeeping fee 36 40 N/A
Administration fee 38 114 174
Shareholder servicing and transfer agent fee:
Class A, B, C (a) 278 593 729
12b-1 fees - Service Fee Class A 192 608 637
Small Cap Fund
Year ended October 31
<S> <C> <C> <C>
1999 1998 1997
---- ---- ----
Management fee $570 $1,160 $628
Fees and expenses waived or borne by the Advisor/Administrator (242) (269) (124)
Bookkeeping fee 30 14 N/A
Administration fee 29 64 28
Shareholder servicing and transfer
agent fee - Class A, B C (a) 44 63 47
Class I 2 28 14
12b-1 fees - Service Fee Class A 25 77 61
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Real Estate Fund
Year ended October 31
<S> <C> <C> <C>
1999 1998 1997
---- ---- ----
Management fee $137 $267 $312
Fees and expenses waived or borne by the Advisor/Administrator (111) (114) (82)
Bookkeeping fee 27 5 N/A
Administration fee 7 11 13
Shareholder servicing and transfer agent fee: Class A, B, C 44 50 35
(a)
<S> <C> <C> <C> <C>
12b-1 fees:
Service Fee Class A 32 69 78 41
Service Fee Class B (b)
Service Fee Class C (b)
Distribution Fee Class B 3
Distribution Fee Class C (b)
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.
Equity Fund
Year ended October 31
<S> <C> <C> <C>
1999 1998 1997
---- ---- ----
Management fee $1,621 $3,301 $3,617
Fees and expenses waived or borne by the Advisor/Administrator (478) (136) (78)
Bookkeeping fee 70 41 N/A
Administration fee 87 172 178
Shareholder servicing and transfer
agent fee - Class A, B, C (a) 462 357 349
Shareholder servicing and transfer agent fee: Class I (b) 19 12
<S> <C> <C> <C> <C>
12b-1 fees:
Service Fee Class A 378 849 956 1,142
Service Fee Class B (b)
Service Fee Class C (b)
Distribution Fee Class B (b)
Distribution Fee Class C (b)
Managed Fund
Year ended October 31
<S> <C> <C> <C>
1999 1998 1997
---- ---- ----
Management fee $775 $1,185 $1,180
Fees and expenses waived or borne by the (258) (224) (162)
Advisor/Administrator
Bookkeeping fee 37 16 N/A
Administration fee 38 61 57
Shareholder servicing and transfer
agent fee - Class A, B, C (a) 81 88
Class I (b) 21 14
12b-1 fees:
Service Fee Class A 127 176 265
Service Fee Class B (b)
Service Fee Class C (b)
Distribution Fee Class B (b)
Distribution Fee Class C (b)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Oregon Tax-Free Fund
Year ended October 31
<S> <C> <C> <C>
1999 1998 1997
---- ---- ----
Management fee $118 $132 $131
Fees or expenses waived or borne by the Advisor/Administrator (75) (2) (31)
Bookkeeping fee 27 N/A
Administration fee 12 11 11
Shareholder servicing and transfer agent fee
Class A, B, C (a) 44 31 34
12b-1 fees - Service Fee Class A 59 45 44
Distribution Fee Class B (b)
Income Fund
Year ended October 31
<S> <C> <C> <C>
1999 1998 1997
---- ---- ----
Management fee $44 $41 $28
Fees and expenses waived or borne by the (150) (86) (28)
Advisor/Administrator
Bookkeeping fee 27 3 N/A
Administration fee 3 2 2
Shareholder servicing and transfer
agent fee - Class A, B, C (a) $14 22 24
Class I (b) (a) N/A
12b-1 fees:
Service Fee Class A 13 13 7
Service Fee Class B (b)
Service Fee Class C (b)
Distribution Fee Class B (b)
Distribution Fee Class C (b)
(a) Class B and Class C shares were initially offered on January 27, 1999.(b)
Rounds to less than $1.
</TABLE>
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, 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.
<TABLE>
<CAPTION>
Brokerage Commissions for the fiscal year ended October 31, 1999 were:
<S> <C> <C> <C> <C> <C> <C> <C>
Special Small Cap Equity Fund Managed Real Oregon Income
Fund Fund Fund Estate Fund Tax-Free Fund Fund
Total commissions $323,932 $228,748 $1,122,487 $301,407 $74,742 0 0
Directed transactions 0 0 37,156 0 0 0 0
Commissions on directed transactions 0 0 198 0 0 0 0
Trustees and Trustees' Fees For the fiscal year ended October 31, 1999 and the
calendar year ended December 31, 1999, the Trustees received the following
compensation for serving as Trustees: (d):
</TABLE>
<TABLE>
<CAPTION>
Aggregate Compensation From Fund:
<S> <C> <C> <C> <C> <C> <C> <C>
Trustee Real Estate Equity Managed Oregon Tax-Free Income Small Cap Special
- ------- ----------- ------ ------- --------------- ------ --------- -------
Robert J. Birnbaum (e) $542 $1,089 $758 $572 $514 $693 $756
Tom Bleasdale () 570(f) 1,146(g) 797(h) 603(i) 541(j) 729(k) 796(l)
John E. Carberry (m) -0- -0- -0- -0- -0- -0- -0-
Lora S. Collins 536 1,077 749 566 509 685 748
James E. Grinnell 558 1,123 781 590 530 714 779
Richard W. Lowry 542 1,088 757 573 514 693 756
Salvatore Macera 537 1,078 750 568 510 686 749
William E. Mayer 552 1,105 770 583 523 705 768
James L. Moody, Jr. 497(n) 993(o) 694(p) 526(q) 472(r) 635(s) 694(t)
John J. Neuhauser 568 1,139 793 600 540 726 791
Thomas E. Stitzel 537 1,078 750 568 510 686 749
Robert L. Sullivan 596 1,166 821 628 567 753 820
Anne-Lee Verville 530(u) 1,066(v) 741(w) 533(x) 503(y) 678(z) 768(aa)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Total Compensation From The Fund
Complex Paid To The Trustees For The
Trustee Calendar Year Ended December 31, 1999 (bb)
- ------- ------------------------------------------
Robert J. Birnbaum $ 97,000
Tom Bleasdale 103,000 (cc)
John E. Carberry -0-
Lora S. Collins 96,000
James E. Grinnell 100,000
Richard W. Lowry 97,000
Salvatore Macera 95,000
William E. Mayer 101,000
James L. Moody, Jr. 91,000 (dd)
John J. Neuhauser 101,252
Thomas E. Stitzel 95,000
Robert L. Sullivan 104,100
Anne-Lee Verville 96,000 (ee)
</TABLE>
The Fund does not currently provide pension or retirement plan benefits to the
Trustees.
(e) Retired as Trustee of the Trust on December 31, 1999.
(f) Includes $291 payable in later years as deferred compensation.
(g) Includes $593 payable in later years as deferred compensation.
(h) Includes $410 payable in later years as deferred compensation.
(i) Includes $308 payable in later years as deferred compensation.
(j) Includes $276 payable in later years as deferred compensation.
(k) Includes $375 payable in later years as deferred compensation.
(l) Includes $409 payable in later years as deferred compensation.
(m) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial Companies, Inc. (Liberty Financial).
(n) Total compensation of $497 for the fiscal year ended October 31, 1999, will
be payable in later years as deferred compensation (o) Total compensation of
$993 for the fiscal year ended October 31, 1999, will be payable in later years
as deferred
compensation
(p) Total compensation of $694 for the fiscal year ended
October 31, 1999, will be payable in later years as deferred
compensation
(q) Total compensation of $526 for the fiscal year ended
October 31, 1999, will be payable in later years as deferred
compensation
(r) Total compensation of $472 for the fiscal year ended
October 31, 1999, will be payable in later years as deferred
compensation
(s) Total compensation of $635 for the fiscal year ended
October 31, 1999, will be payable in later years as deferred
compensation
(t) Total compensation of $694 for the fiscal year ended
October 31, 1999, will be payable in later years as deferred
compensation
(u) Total compensation of $530 for the fiscal year ended
October 31, 1999, will be payable in later years as deferred
compensation
(v) Total compensation of $1,066 for the fiscal year ended
October 31, 1999, will be payable in later years as deferred
compensation
(w) Total compensation of $741 for the fiscal year ended
October 31, 1999, will be payable in later years as deferred
compensation
(x) Total compensation of $533 for the fiscal year ended
October 31, 1999, will be payable in later years as deferred
compensation
(y) Total compensation of $503 for the fiscal year ended
October 31, 1999, will be payable in later years as deferred
compensation
(z) Total compensation of $678 for the fiscal year ended
October 31, 1999, will be payable in later years as deferred
compensation
(aa) Total compensation of $768 for the fiscal year ended
October 31, 1999, will be payable in later years as deferred
compensation
(bb) At December 31, 1999, the complex consisted of 51 open-end and 8
closed-end management investment portfolios in the Liberty Funds Group
- Boston (Liberty Funds) and 12 open-end management investment
portfolios in the Liberty Variable Investment Trust (LVIT) (together,
the Fund Complex).
(cc) Includes $52,000 payable in later years as deferred compensation.
(dd) Total compensation of $91,000 for the calendar year ended
December 31, 1999 will be payable in later years as deferred
compensation.
(ee) Total compensation of $96,000 for the calendar year ended
December 31, 1999 will be payable in later years as deferred
compensation.
For the fiscal year ended December 31, 1999, the Trustees received the following
compensation in their capacities as Trustees or Directors of the Liberty
All-Star Equity Fund, the Liberty All-Star Growth Fund, Inc., and Liberty Funds
Trust IX (together, Liberty All-Star Funds): (ff)
<TABLE>
<CAPTION>
<S> <C>
Total Compensation From
Liberty All-Star Funds For The Calendar
Trustee Year Ended December 31, 1999 (gg)
- ------- ---------------------------------
Robert J. Birnbaum(hh) $25,000
John V. Carberry (hh)(ii) N/A
James E. Grinnell (hh) 25,000
Richard W. Lowry(hh) 25,000
William E. Mayer (hh) 25,000
John J. Neuhauser (hh) 25,000
</TABLE>
(gg) 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).Elected by
the sole Trustee of Liberty Funds Trust IX on December 17, 1998.
(ii) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial Companies, Inc. (Liberty Financial).
.
Ownership of the Funds
The following information is as of January 31, 2000 and references the ownership
of 5% or more of one or more of the Funds' outstanding shares:
Small Cap Fund, Class I:
AAAA Retirement Fund for Member Agencies, Wendy E. Jones, Trustee, Donald S.
Lewis, Trustee, 201 McCullough Drive, Suite 100, Charlotte, NC 28262-4345 -
971,191.191 shares (42.66%)
M&I Trust Co. Trustee, Neese/Crabbe Huson, 1000 N. Water Street, 14th Floor,
Milwaukee, WI 53202-6648 - 693,681.138 shares (30.47%)
Chicagoland Race Meet Operations Pension Trust Fund 8700 W. Bryn Mawr Ave.
Ste. 810N Chicago, IL 60631 - 211,321.471 shares (9.28%)
Enele & Co. Dividend Reinvest C/O Copper Mountain Trust 601 SW Second Avenue
STE 1800 Portland, OR 97204 - 144,743.890 shares (6.36%)
Real Estate Fund, Class A:
Enele & Co., Dividend Reinvest, C/O Copper Mountain Trust 601 SW Second Ave. Ste
1800, Portland OR, 97204 - 100,025.616 shares (14.60%)
Real Estate Fund, Class B:
Merrill Lynch Pierce Fenner & Smith For The Sole Benefit of Its Customers Attn:
Fund Administration 4800 Deer Lake Dr. E 2nd Floor Jacksonville, FL 32246-6484
- - 6,116.848 shares (6.33%)
Real Estate Fund, Class C:
Daniel Keilitz 17100 Bridgestone Ct. #207 Ft. Myers, FL 33908 - 842.507 shares
(10.73%)
Real Estate Fund, Class Z:
Colonial Counselor Select Income Portfolio, C/O Christie McCullough, 245 Summer
Street, Boston, MA 02111 - 51,403.826 shares (99.80%)
Equity Fund, Class C:
Colonial Management Associates, Inc., Attn: Finance Dept. One Financial Center,
Boston, MA 02111-2621 - 62.69 shares (14.19%)
Don A. McKee & Molly McKee JTWROS 3917 Oakwood Drive N Pearlanad, TX 77581
- - 224.056 shares (50.72%)
Investors Bank & Trust Co. Custodian Clyde Williams SARSEP Plan Burnt Ranch Rd.
Cherry Creek Ranch, Mitchell, OR 97750 - 126.959 shares (28.74%)
Equity Fund, Class I:
Northwestern Trust Company Cust FBO IBEW Local 76 Supplemental Income Fund 1201
3rd Avenue Ste 2010 Seattle, WA 98101 - 606,489.949 shares (83.22%)
Managed Fund, Class B:
Thomas J. Barton 4099 Ridge Chapel Rd. Marion, NY 14505 - 359.701 shares
(16.58%)
Mac E. McDonald Hurtz TOD Jill Munson Subject To Sta TOD Rules 1206 N. Fairview
St. Burbank, CA 91505 - 1603.272 shares (73.90%)
Managed Fund, Class C:
Colonial Management Associates, Inc., One Financial Center, Boston, MA
02111-2621 - 85.430 shares (36.10%)
Investors Bank & Trust Co. Custodian Leslie J. Littleton Rollover IRA 1550
Yellowstone Ave. #116 Pocatello, ID 83201 - 151.238 shares (63.90%)
Managed Fund, Class I:
Union Bank TR Nominee FBO TOC-Burgermeister 610001272-08 P.O. Box 85484 San
Diego, CA 92186 - 84,204.418 shares (6.79%)
Norma F. Cole 2590 Birch Lane, Eugene, OR 97403-2135 - 79,702.127 shares
(6.43%)
Mary H. Stevenson PO Box 375, White Salmon, WA 98672-0375 - 92,544.551 shares
(7.46%)
Investors Bank & Trust Co. Custodian Joanne Panian Rollover IRA 16112 NW
Claremont Dr. Portland, OR 97229-7836 - 67,177.422 shares (5.42%)
Northwestern Trust Company Cust FBO IBEW Local 76 Supplemental Income Fund
1201 3rd Avenue Ste 2010 Seattle, WA 98101 - 731,863.266 shares (59.00%)
Enele Co FBO Wealthtrack Operations Attn: Rosemary Adkins 1211 SW Fifth Ave
Suite 1900 Portland, OR 97204-3719 - 102,509.483 shares (8.26%)
Oregon Tax-Free Fund, Class A:
Enele Co. Katherine Crowe Estate #0728 1211 S.W. 5th Ave., Suite 1900,
Portland,OR 97204-3719 - 77,790.476 shares (5.01%)
Contrarian Income Fund, Class A
Ibak & Co. PO Box 1700 102 South Clinton, Iowa City, IA 52244 - 133,400.370
shares (39.46%)
Contrarian Income Fund, Class B
William D. Chaffee & Donna S. Chaffee JTWROS, 646 Bellingrath Park, Conroe, TX
77302 - 954.012 shares (13.01%)
Raymond James & Assoc. Inc. CSDN Norma B. Porche IRA *FPC 127 W. McKennon,
Bixby, OK 74008-4310 - 1,243.266 shares (16.96%)
Contrarian Income Fund, Class C
Colonial Management Associates Attn: Finance Dept. One Financial Center,
Boston, MA 02111 - 100.486 shares (100.00%)
Contrarian Income Fund, Class I
Colonial Management Associates Attn: Philip Iudice/Controller One Financial
Center, Boston, MA 02111-2621 - 10,153.479 shares (100.00%)
Contrarian Income Fund, Class Z
Colonial Counselor Select Income Portfolio c/o Christie McCullough 245 Summer
St. Boston, MA 02111 - 142,510.608 shares (33.29%)
Colonial Counselor Select Balanced Portfolio c/o Christie McCullough 245
Summer St. Boston, MA 02111 - 285,535.989 shares (66.69%)
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, 2000.
Certain officers and directors of the Administrator also serve as officers of
the Trust.
<TABLE>
<CAPTION>
On January 31, 02000, there were the following number of shareholders of record:
<S> <C> <C>
Class A Class I
Small Cap Fund 582 13
Special Fund 6,230 N/A
Equity Fund 3,740 6
Managed Income & Equity 940 14
Real Estate Fund 335 N/A
Oregon Tax-Free Fund 416 N/A
Income Fund 144 1
</TABLE>
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.
A certain number of years, depending upon the program under which the shares are
purchased, 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.
<TABLE>
<CAPTION>
During the fiscal year ended October 31, 1999, the Funds paid the following
amounts under the Funds' Plans to LFD:
CLASS A SHARES
<S> <C> <C> <C> <C> <C> <C> <C>
Small Cap Special Real Estate Equity Managed Fund Oregon Income
Fund Fund Fund Fund Tax-Free Fund Fund
Fees to FSFs $24 $189 $32 $418 $13,824 $47 $1,422
Cost of sales material
Relating to the Fund
(including printing and
mailing expenses) 13 90 18 59 -0- 12 18
Allocated travel,
Entertainment and other
Promotional expenses
(including advertising) 15 70 6 49 -0- 7 27
CLASS B SHARES
Small Cap Special Real Estate Equity Managed Fund Oregon Income
Fund Fund Fund Fund Tax-Free Fund Fund
Fees to FSFs $0 $0 $32 $17 $13,824 $0 $1,422
Cost of sales material
Relating to the Fund
(including printing and
mailing expenses) 0 0 16 1 -0- -0- 18
Allocated travel,
Entertainment and other
Promotional expenses
(including advertising) 0 0 2 1 -0- -0- 27
CLASS C SHARES
Small Cap Special Real Estate Equity Managed Fund Oregon Income
Fund Fund Fund Fund Tax-Free Fund Fund
Fees to FSFs $0 $188,973 $1 $ 0 $13,824 $0 $1,422
Cost of sales material
Relating to the Fund
(including printing and
mailing expenses) 0 1,405 1 1,529 -0- -0- 18
Allocated travel,
entertainment and other
promotional expenses
(including advertising) 0 2,085 1 2,271 -0- -0- 27
investment performance
Class A shares were formerly designated as the "Primary Class" and Class I
shares were formerly designated as the "Institutional Class".
Oregon Tax Free Fund and Income Fund's yields for the month ended October 31,
1999 were:
Class A Shares Class B Shares Class C Shares Class I Shares Class Z Shares
Oregon Tax-Free Fund 4.20% 3.64% N/A N/A N/A
Income Fund 5.94% 5.26%% 5.18% 6.20% 6.21%
effect.
</TABLE>
The average annual total returns for the Funds' shares for the year ending
October 31, 1999 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:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Class A Shares
Special Fund
10 years
1 year 5 years (or since inception)
------ ------- --------------------
With sales charge of 5.75% -18.90% -9.60% 4.17%
Without sales charge -13.95% 8.52% 4.79%
Equity Fund
10 years
1 year 5 years (or since inception)(jj)
------ ------- ------------------------
With sales charge of 5.75% -0.76% 8.37% 11.81%
Without sales charge 5.29% 9.67% 12.48%
Managed Fund
10 years
1 year 5 years (or since inception)(jj)
------ ------- ------------------------
With sales charge of 4.75% -0.73% 7.92% 8.95%
Without sales charge 4.22% 8.98% 9.48%
Oregon Tax-Free Fund
10 years
1 year 5 years (or since inception)
------ ------- --------------------
With sales charge of 4.75% -9.23% 3.37% 4.73%
Without sales charge -4.70% 4.38% 5.24%
Income Fund
10 years
1 year 5 years (or since inception)(jj)
------ ------- ------------------------
With sales charge of 4.75% 4.35% 6.61% 6.50%
Without sales charge 0.42% 7.65% 7.02%
Small Cap Fund
10 years
1 year 5 years (or since inception)(kk)
------ ------- ------------------------
With sales charge of 5.75% -10.91% N/A N/A%
Without sales charge -5.38% N/A N/A%
Real Estate Fund
10 years
1 year 5 years (or since inception)(ll)
------ ------- ------------------------
With sales charge of 4.75% -8.31% 7.09% N/A%
Without sales charge -3.73% 8.14% N/A%
(jj) Commencement of investment operations January 31, 1989.
(kk) Commencement of investment operations February 20, 1996.
(ll) Commencement of investment operations April 4, 1994.
</TABLE>
<TABLE>
<CAPTION>
Class B Shares (mm)
<S> <C> <C> <C> <C>
Equity Fund
1 year 5 years 10 years
------ -------
(or since inception)
With sales charge of 5.75% -6.41% 9.23% 12.10%
Without sales charge 4.54% 9.51% 12.40%
Managed Fund
10 years
1 year 5 years (or since inception)
------ ------- --------------------
With sales charge of 4.75% -1.36% 8.56% 9.42%
Without sales charge 3.62% 8.85% 9.42%
Oregon Tax-Free Fund
10 years
1 year 5 years (or since inception)
------ ------- --------------------
With sales charge of 4.75% -10.15% 3.92% 5.18%
Without sales charge -5.26% 4.26% 5.18%
Income Fund
10 years
1 year 5 years (or since inception)
------ ------- --------------------
With sales charge of 4.75% -4.63% 7.27% 6.98%
Without sales charge 0.04% 7.57% 6.98%
Real Estate Fund
10 years
1 year 5 years (or since Fund inception)
------ ------- -------------------------
With sales charge of 4.75% -9.16% 7.75% 6.45%
Without sales charge -4.16% 8.04% 6.98%
(mm) Class B shares were initially offered on January 27, 1999.
</TABLE>
<TABLE>
<CAPTION>
Class C Shares(nn)
<S> <C> <C> <C> <C>
Equity Fund
10 years
1 year 5 years (or since Fund inception)
------ ------- -------------------------
With sales charge of 5.75% 3.61% 9.52% 12.40%
Without sales charge 4.60% 9.52% 12.40%
<PAGE>
Managed Fund
10 years
1 year 5 years (or since Fund inception)
------ ------- -------------------------
With sales charge of 4.75% 2.62% 8.85% 9.42%
Without sales charge 3.61% 8.85% 9.42%
Income Fund
10 years
1 year 5 years (since Fund inception)
------ ------- ----------------------
With sales charge of 4.75% -0.62% 7.63% 7.01%
Without sales charge 0.31% 7.63% 7.01%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Real Estate Fund
<S> <C> <C> <C> <C> <C> <C>
1 year 5 years (since Fund inception)
------ ------- ----------------------
With sales charge of 4.75% -5.26% 8.02% 6.56%
Without sales charge -4.26% 8.02% 6.56%
(nn) Class C shares were initially offered on January 27, 1999.
</TABLE>
<TABLE>
<CAPTION>
The Class I shares average annual total returns for the Funds' for the year
ending October 31, 1999 were as follows:
<S> <C> <C> <C> <C>
Managed Fund
1 year 5 years Since Fund Inception
4.75% 9.23%(uu) 9.59%(oo)(uu)
Equity Fund
1 year 5 years Since Fund Inception
5.75% 9.94%(uu) 12.19%(pp)(uu)
Small Cap Fund
1 year Since Fund Inception
-5.00% 2.16%(qq)(uu)
Income Fund
1 year 5 years Since Fund Inception
11.42%(uu) 7.01%(uu)-* 8.00%(rr)(uu)
(oo) Commencement of investment operations October 28, 1996.
(pp) Commencement of investment operations October 3, 1996.
(qq) Commencement of investment operations October 10, 1996.
(rr) Commencement of investment operations October 1, 1998.
</TABLE>
<TABLE>
<CAPTION>
Class Z Shares
<S> <C> <C> <C> <C>
Income Fund
10 years
1 year 5 years (Since Fund inception)(ss)
0.15% 8.19% 6.71%
Real Estate Fund
10 years
1 year 5 years (or Since Fund inception)(tt)
-3.50% 7.60% 7.23%
</TABLE>
<PAGE>
(ss) Commencement of investment operations on January 28, 1995.
(ss) (tt) Commencement of investment operations on September 15, 1999.(uu)
Classes B, C, I, and Z (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 (such
as Rule 12b-1 fees) between Class A shares and the newer classes of shares.
If differences in expenses were reflected, the returns for periods prior to
the inception of Class B and Class C shares would be lower and for Class Z
shares would be higher, since Class Z shares are not subject to sales
charges or service fees.
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 and controlling the Funds' cash and securities, receiving and
delivering securities and collecting the each Fund's interest and dividends.
<PAGE>
INDEPENDENT AUDITORS
Ernst & Young, located at 200 Clarendon Street, Boston, Massachusetts
02116-5072, are the Fund's independent auditors, providing audit and tax return
preparation services and assistance and consultation in connection with the
review of various Securities and Exchange Commission filings. KPMG LLP,
located at 99 High Street, Boston, MA 02110, were the Funds' previous
independent auditors for the fiscal periods prior to the year ended
October 31, 1998. The financial statements incorporated by reference in this
SAI have been so incorporated, and the financial highlights included in the
Prospectuses have been so included, in reliance upon the report of Ernst & Young
LLP, for the year ended October 31, 1999, and KPMG LLP, for the periods prior
to the year ended October 31, 1998, given on the authority of said firms as
experts in accounting and auditing.
1
<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 and Crabbe Huson
Contrarian 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 SAI 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.
<PAGE>
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. 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 at intervals during the
life of the security. Zero coupon securities include securities issued 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.
2
<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. In addition, 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 mortgages 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 the Fund 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
3
<PAGE>
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 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.
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PURCHASING CALL OPTIONS. The fund may purchase call options to hedge against an
increase in the price of securities that the fund wants ultimately to buy. Such
hedge protection is provided during the life of the call option since the fund,
as holder of the call option, is able to buy the underlying security at the
exercise price regardless of any increase in the underlying security's market
price. In order for a call option to be profitable, the market price of the
underlying security must rise sufficiently above the exercise price to cover the
premium and transaction costs. These costs will reduce any profit the fund might
have realized had it bought the underlying security at the time it purchased the
call option.
OVER-THE-COUNTER (OTC) OPTIONS. The Staff of the Division of Investment
Management of the Securities and Exchange Commission has taken the position that
OTC options purchased by the fund and assets held to cover OTC options written
by the fund are illiquid securities. Although the Staff has indicated that it is
continuing to evaluate this issue, pending further developments, the fund
intends to enter into OTC options transactions only with primary dealers in U.S.
government securities and, in the case of OTC options written by the fund, only
pursuant to agreements that will assure that the fund will at all times have the
right to repurchase the option written by it from the dealer at a specified
formula price. The fund will treat the amount by which such formula price
exceeds the amount, if any, by which the option may be "in-the-money" as an
illiquid investment. It is the present policy of the fund not to enter into any
OTC option transaction if, as a result, more than 15% (10% in some cases, refer
to your fund's Prospectus) of the fund's net assets would be invested in (i)
illiquid investments (determined under the foregoing formula) relating to OTC
options written by the fund, (ii) OTC options purchased by the fund, (iii)
securities which are not readily marketable, and (iv) repurchase agreements
maturing in more than seven days.
RISK FACTORS IN OPTIONS TRANSACTIONS. The successful use of the fund's options
strategies depends on the ability of the Advisor to forecast interest rate and
market movements correctly.
When it purchases an option, the fund runs the risk that it will lose its entire
investment in the option in a relatively short period of time, unless the fund
exercises the option or enters into a closing sale transaction with respect to
the option during the life of the option. If the price of the underlying
security does not rise (in the case of a call) or fall (in the case of a put) to
an extent sufficient to cover the option premium and transaction costs, the fund
will lose part or all of its investment in the option. This contrasts with an
investment by the fund in the underlying securities, since the fund may continue
to hold its investment in those securities notwithstanding the lack of a change
in price of those securities.
The effective use of options also depends on the fund's ability to terminate
option positions at times when the Advisor deems it desirable to do so. Although
the fund will take an option position only if the Advisor believes there is a
liquid secondary market for the option, there is no assurance that the fund will
be able to effect closing transactions at any particular time or at an
acceptable price.
If a secondary trading market in options were to become unavailable, the fund
could no longer engage in closing transactions. Lack of investor interest might
adversely affect the liquidity of the market for particular options or series of
options. A marketplace may discontinue trading of a particular option or options
generally. In addition, a market could become temporarily unavailable if unusual
events -- such as volume in excess of trading or clearing capability -- were to
interrupt normal market operations.
A marketplace may at times find it necessary to impose restrictions on
particular types of options transactions, which may limit the fund's ability to
realize its profits or limit its losses.
Disruptions in the markets for the securities underlying options purchased or
sold by the fund could result in losses on the options. If trading is
interrupted in an underlying security, the trading of options on that security
is normally halted as well. As a result, the fund as purchaser or writer of an
option will be unable to close out its positions until options trading resumes,
and it may be faced with losses if trading in the security reopens at a
substantially different price. In addition, the Options Clearing Corporation
(OCC) or other options markets may impose exercise restrictions. If a
prohibition on exercise is imposed at the time when trading in the option has
also been halted, the fund as purchaser or writer of an option will be locked
into its position until one of the two restrictions has been lifted. If a
prohibition on exercise remains in effect until an option owned by the fund has
expired, the fund could lose the entire value of its option.
Special risks are presented by internationally-traded options. Because of time
differences between the United States and various foreign countries, and because
different holidays are observed in different countries, foreign options markets
may be open for trading during hours or on days when U.S. markets are closed. As
a result, option premiums may not reflect the current prices of the underlying
interest in the United States.
FUTURES CONTRACTS AND RELATED OPTIONS
Upon entering into futures contracts, in compliance with the Securities and
Exchange Commission's requirements, cash or liquid securities, equal in value to
the amount of the fund's obligation under the contract (less any applicable
margin deposits and any assets that constitute "cover" for such obligation),
will be segregated with the fund's custodian.
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A futures contract sale creates an obligation by the seller to deliver the type
of instrument called for in the contract in a specified delivery month for a
stated price. A futures contract purchase creates an obligation by the purchaser
to take delivery of the type of instrument called for in the contract in a
specified delivery month at a stated price. The specific instruments delivered
or taken at settlement date are not determined until on or near that date. The
determination is made in accordance with the rules of the exchanges on which the
futures contract was made. Futures contracts are traded in the United States
only on commodity exchange or boards of trade -- known as "contract markets" --
approved for such trading by the Commodity Futures Trading Commission (CFTC),
and must be executed through a futures commission merchant or brokerage firm
which is a member of the relevant contract market.
Although futures contracts by their terms call for actual delivery or acceptance
of commodities or securities, the contracts usually are closed out before the
settlement date without the making or taking of delivery. Closing out a futures
contract sale is effected by purchasing a futures contract for the same
aggregate amount of the specific type of financial instrument or commodity with
the same delivery date. If the price of the initial sale of the futures contract
exceeds the price of the offsetting purchase, the seller is paid the difference
and realizes a gain. Conversely, if the price of the offsetting purchase exceeds
the price of the initial sale, the seller realizes a loss. Similarly, the
closing out of a futures contract purchase is effected by the purchaser's
entering into a futures contract sale. If the offsetting sale price exceeds the
purchase price, the purchaser realizes a gain, and if the purchase price exceeds
the offsetting sale price, the purchaser realizes a loss.
Unlike when the fund purchases or sells a security, no price is paid or received
by the fund upon the purchase or sale of a futures contract, although the fund
is required to deposit with its custodian in a segregated account in the name of
the futures broker an amount of cash and/or U.S. government securities. This
amount is known as "initial margin." The nature of initial margin in futures
transactions is different from that of margin in security transactions in that
futures contract margin does not involve the borrowing of funds by the fund to
finance the transactions. Rather, initial margin is in the nature of a
performance bond or good faith deposit on the contract that is returned to the
fund upon termination of the futures contract, assuming all contractual
obligations have been satisfied. Futures contracts also involve brokerage costs.
Subsequent payments, called "variation margin," to and from the broker (or the
custodian) are made on a daily basis as the price of the underlying security or
commodity fluctuates, making the long and short positions in the futures
contract more or less valuable, a process known as "marking to market."
The fund may elect to close some or all of its futures positions at any time
prior to their expiration. The purpose of making such a move would be to reduce
or eliminate the hedge position then currently held by the fund. The fund may
close its positions by taking opposite positions which will operate to terminate
the fund's position in the futures contracts. Final determinations of variation
margin are then made, additional cash is required to be paid by or released to
the fund, and the fund realizes a loss or a gain. Such closing transactions
involve additional commission costs.
OPTIONS ON FUTURES CONTRACTS. The fund will enter into written options on
futures contracts only when, in compliance with the Securities and Exchange
Commission's requirements, cash or liquid securities equal in value to the
commodity value (less any applicable margin deposits) have been deposited in a
segregated account of the fund's custodian. The fund may purchase and write call
and put options on futures contracts it may buy or sell and enter into closing
transactions with respect to such options to terminate existing positions. The
fund may use such options on futures contracts in lieu of writing options
directly on the underlying securities or purchasing and selling the underlying
futures contracts. Such options generally operate in the same manner as options
purchased or written directly on the underlying investments.
As with options on securities, the holder or writer of an option may terminate
his position by selling or purchasing an offsetting option. There is no
guarantee that such closing transactions can be effected.
The fund will be required to deposit initial margin and maintenance margin with
respect to put and call options on futures contracts written by it pursuant to
brokers' requirements similar to those described above.
RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS. Successful use
of futures contracts by the fund is subject to the Advisor's ability to predict
correctly movements in the direction of interest rates and other factors
affecting securities markets.
Compared to the purchase or sale of futures contracts, the purchase of call or
put options on futures contracts involves less potential risk to the fund
because the maximum amount at risk is the premium paid for the options (plus
transaction costs). However, there may be circumstances when the purchase of a
call or put option on a futures contract would result in a loss to the fund when
the purchase or sale of a futures contract would not, such as when there is no
movement in the prices of the hedged investments. The writing of an option on a
futures contract involves risks similar to those risks relating to the sale of
futures contracts.
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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
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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.
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Transaction and position hedging do not eliminate fluctuations in the underlying
prices of the securities which the fund owns or intends to purchase or sell.
They simply establish a rate of exchange which one can achieve at some future
point in time. Additionally, although these techniques tend to minimize the risk
of loss due to a decline in the value of the hedged currency, they tend to limit
any potential gain which might result from the increase in value of such
currency.
CURRENCY FORWARD AND FUTURES CONTRACTS. Upon entering into such contracts, in
compliance with the SEC's requirements, cash or liquid securities, equal in
value to the amount of the fund's obligation under the contract (less any
applicable margin deposits and any assets that constitute "cover" for such
obligation), will be segregated with the fund's custodian.
A forward currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract as agreed by the parties, at a price set at the time of
the contract. In the case of a cancelable contract, the holder has the
unilateral right to cancel the contract at maturity by paying a specified fee.
The contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A
contract generally has no deposit requirement, and no commissions are charged at
any stage for trades. A currency futures contract is a standardized contract for
the future delivery of a specified amount of a foreign currency at a future date
at a price set at the time of the contract. Currency futures contracts traded in
the United States are designed and traded on exchanges regulated by the CFTC,
such as the New York Mercantile Exchange.
Forward currency contracts differ from currency futures contracts in certain
respects. For example, the maturity date of a forward contract may be any fixed
number of days from the date of the contract agreed upon by the parties, rather
than a predetermined date in a given month. Forward contracts may be in any
amounts agreed upon by the parties rather than predetermined amounts. Also,
forward contracts are traded directly between currency traders so that no
intermediary is required. A forward contract generally requires no margin or
other deposit.
At the maturity of a forward or futures contract, the fund may either accept or
make delivery of the currency specified in the contract, or at or prior to
maturity enter into a closing transaction involving the purchase or sale of an
offsetting contract. Closing transactions with respect to forward contracts are
usually effected with the currency trader who is a party to the original forward
contract. Closing transactions with respect to futures contracts are effected on
a commodities exchange; a clearing corporation associated with the exchange
assumes responsibility for closing out such contracts.
Positions in currency futures contracts may be closed out only on an exchange or
board of trade which provides a secondary market in such contracts. Although the
fund intends to purchase or sell currency futures contracts only on exchanges or
boards of trade where there appears to be an active secondary market, there is
no assurance that a secondary market on an exchange or board of trade will exist
for any particular contract or at any particular time. In such event, it may not
be possible to close a futures position and, in the event of adverse price
movements, the fund would continue to be required to make daily cash payments of
variation margin.
CURRENCY OPTIONS. In general, options on currencies operate similarly to options
on securities and are subject to many similar risks. Currency options are traded
primarily in the over-the-counter market, although options on currencies have
recently been listed on several exchanges. Options are traded not only on the
currencies of individual nations, but also on the European Currency Unit
("ECU"). The ECU is composed of amounts of a number of currencies, and is the
official medium of exchange of the European Economic Community's European
Monetary System.
The fund will only purchase or write currency options when the Advisor believes
that a liquid secondary market exists for such options. There can be no
assurance that a liquid secondary market will exist for a particular option at
any specified time. Currency options are affected by all of those factors which
influence exchange rates and investments generally. To the extent that these
options are traded over the counter, they are considered to be illiquid by the
SEC staff.
The value of any currency, including the U.S. dollars, may be affected by
complex political and economic factors applicable to the issuing country. In
addition, the exchange rates of currencies (and therefore the values of currency
options) may be significantly affected, fixed, or supported directly or
indirectly by government actions. Government intervention may increase risks
involved in purchasing or selling currency options, since exchange rates may not
be free to fluctuate in respect to other market forces.
The value of a currency option reflects the value of an exchange rate, which in
turn reflects relative values of two currencies, the U.S. dollar and the foreign
currency in question. Because currency transactions occurring in the interbank
market involve substantially larger amounts than those that may be involved in
the exercise of currency options, investors may be disadvantaged by having to
deal in an odd lot market for the underlying currencies in connection with
options at prices that are less favorable than for round lots. Foreign
governmental restrictions or taxes could result in adverse changes in the cost
of acquiring or disposing of currencies.
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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% 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.
10
<PAGE>
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 or not U.S. citizens or
resident aliens.
FEDERAL TAXES. The Fund (even if it is a fund in a Trust with multiple series)
is treated as a separate entity for federal income tax purposes under the
Internal Revenue Code of 1986, as amended (the "Code"). The Fund has elected (or
in the case of a new Fund, intends to elect) to be, and intends to qualify to be
treated each year as, a "regulated investment company" under Subchapter M of the
Code by meeting all applicable requirements of Subchapter M, including
requirements as to the nature of the Fund's gross income, the amount of its
distributions (as a percentage of both its overall income and any tax-exempt
income), and the composition of its portfolio assets. As a regulated investment
company, the Fund will not be subject to any federal income or excise taxes on
its net investment income and net realized capital gains that it distributes to
shareholders in accordance with the timing requirements imposed by the Code. The
Fund's foreign-source income, if any, may be subject to foreign withholding
taxes. If the Fund were to fail to qualify as a "regulated investment company"
in any year, it would incur a regular federal corporate income tax on all of its
taxable income, whether or not distributed, and Fund distributions would
generally be taxable as ordinary dividend income to the shareholders.
ALTERNATIVE MINIMUM TAX. Distributions derived from interest that 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.
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 exceeds the cost basis in the
shares.
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.
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<PAGE>
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 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 to
shareholders who are individuals at a maximum 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
maximum 20% tax rate for shareholders who are individuals) 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.
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<PAGE>
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, LFS may be notified by the Internal Revenue
Service that a shareholder is subject to backup withholding.
EXCISE TAX. To the extent that the fund does not annually distribute
substantially all taxable income and realized gains, it is subject to an excise
tax. The Advisor intends to avoid this tax except when the cost of processing
the distribution is greater than the tax.
TAX ACCOUNTING PRINCIPLES. To qualify as a "regulated investment company," the
fund must (a) derive at least 90% of its gross income from dividends, interest,
payments with respect to securities loans, gains from the sale or other
disposition of stock, securities or foreign currencies or other income
(including but not limited to gains from options, futures or forward contracts)
derived with respect to its business of investing in such stock, securities or
currencies; (b) diversify its holdings so that, at the close of each quarter of
its taxable year, (i) at least 50% of the value of its total assets consists of
cash, cash items, U.S. Government securities, and other securities limited
generally with respect to any one issuer to not more than 5% of the total assets
of the fund and not more than 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its total assets is invested
in the securities of any issuer (other than U.S. Government securities) and (c)
must distribute at least 90% of its ordinary income (inclusive of net short term
capital gains) earned each year.
HEDGING TRANSACTIONS. If the fund engages in hedging transactions, including
hedging transactions in options, futures contracts, and straddles, or other
similar transactions, it will be subject to special tax rules (including
constructive sale, mark-to-market, straddle, wash sale, and short sale rules),
the effect of which may be to accelerate income to the fund, defer losses to the
fund, cause adjustments in the holding periods of the fund's securities, or
convert short-term capital losses into long-term capital losses. These rules
could therefore affect the amount, timing and character of distributions to
shareholders. The fund will endeavor to make any available elections pertaining
to such transactions in a manner believed to be in the best interests of the
fund.
SECURITIES ISSUED AT A DISCOUNT. The fund's investment in securities issued at a
discount and certain other obligations will (and investments in securities
purchased at a discount may) require the fund to accrue and distribute income
not yet received. In such cases, the fund may be required to sell assets
(possibly at a time when it is not advantageous to do so) to generate the cash
necessary to distribute as dividends to its shareholders all of its income and
gains and therefore to eliminate any tax liability at the fund level.
FOREIGN CURRENCY-DENOMINATED SECURITIES AND RELATED HEDGING TRANSACTIONS. The
fund's transactions in foreign currencies, foreign currency-denominated debt
securities, certain foreign currency options, futures contracts and forward
contracts (and similar instruments) may give rise to ordinary income or loss to
the extent such income or loss results from fluctuations in the value of the
foreign currency concerned.
If more than 50% of the fund's total assets at the end of its fiscal year are
invested in stock or securities of foreign corporate issuers, the fund may make
an election permitting its shareholders to take a deduction or credit for
federal tax purposes for their portion of certain qualified foreign taxes paid
by the fund. The Advisor will consider the value of the benefit to a typical
shareholder, the cost to the fund of compliance with the election, and
incidental costs to shareholders in deciding whether to make the election. A
shareholder's ability to claim such a foreign tax credit will be subject to
certain limitations imposed by the Code (including a holding period requirement
imposed pursuant to the 1997 Act), as a result of which a shareholder may not
get a full credit for the amount of foreign taxes so paid by the fund.
Shareholders who do not itemize on their federal income tax returns may claim a
credit (but no deduction) for such foreign taxes.
Investment by the fund in certain "passive foreign investment companies" could
subject the fund to a U.S. federal income tax (including interest charges) on
distributions received from the company or on proceeds received from the
disposition of shares in the company, which tax cannot be eliminated by making
distributions to fund shareholders. However, the fund may be able to elect to
treat a passive foreign investment company as a "qualified electing fund," in
which case the fund will be required to include its share of the company's
income and net capital gain annually, regardless of whether it receives any
distribution from the company. Alternatively, the fund may make an election to
mark the gains (and to a limited extent losses) in such holdings "to the market"
as though it had sold and repurchased its holdings in those passive foreign
investment companies on the last day of the fund's taxable year. Such gains and
losses are treated as ordinary income and loss. The qualified electing fund and
mark-to-market elections may have the effect of accelerating the recognition of
income (without the receipt of cash) and increase the amount required to be
distributed for the fund to avoid taxation. Making either of these elections
therefore may require a fund to liquidate other investments (including when it
is not advantageous to do so) to meet its distribution requirement, which also
may accelerate the recognition of gain and affect a fund's total return.
MANAGEMENT OF THE FUNDS
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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 subsidiary of Liberty Funds Group LLC (LFG),
One Financial Center, Boston, MA 02111. LFG 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 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
<TABLE>
<CAPTION>
Name and Address Age Position with Fund Principal Occupation During Past Five Years
- ---------------- --- ------------------ -------------------------------------------
<S> <C> <C> <C>
Tom Bleasdale 69 Trustee Retired (formerly Chairman of the Board and Chief
102 Clubhouse Drive #275 Executive Officer, Shore Bank & Trust Company from 1992
Naples, FL 34105 to 1993), Director of The Empire Company since June,
1995.
John V. Carberry* 52 Trustee Senior Vice President of Liberty Financial (formerly
56 Woodcliff Road Managing Director, Salomon Brothers (investment banking)
Wellesley Hills, MA 02481 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
Richard W. Lowry 63 Trustee Private Investor since August, 1987.
10701 Charleston Drive
Vero Beach, FL 32963
Salvatore Macera 67 Trustee Private Investor (formerly Executive Vice President and
26 Little Neck Lane Director of Itek Corporation (electronics) from 1975 to
New Seabury, MA 02649 1981).
William E. Mayer 59 Trustee Partner, Development Capital, LLC (venture capital)
500 Park Avenue, 5th Floor (formerly Dean, College of Business and Management,
New York, NY 10022 University of Maryland from October, 1992 to November,
1996;) Director, Johns Manville; Director, Lee
Enterprises.
</TABLE>
14
<PAGE>
<TABLE>
<S> <C> <C> <C>
James L. Moody, Jr. 67 Trustee Retired (formerly Chairman of the Board, Hannaford Bros.
16 Running Tide Road Co. (food retailer) from May, 1984 to May, 1997, and
Cape Elizabeth, ME 04107 Chief Executive Officer, Hannaford Bros. Co. from May,
1973 to May, 1992).
John J. Neuhauser 56 Trustee Academic Vice President and Dean of Faculties since
84 College Road August, 1999, Boston College (formerly Dean, Boston
Chestnut Hill, MA 02467-3838 College School of Management from September, 1977 to
September, 1999).
Thomas E. Stitzel 63 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 71 Trustee Retired Partner, (formerly Partner, KPMG Peat Marwick
7121 Natelli Woods Lane LLP, from July, 1966 to June, 1985.)
Bethesda, MD 20817
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)).
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 LFG 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 since
Officer 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).
Timothy J. Jacoby 46 Treasurer and Treasurer and Chief Financial Officer of the Funds since
Chief Financial October, 1996 (formerly Controller and Chief Accounting
Officer 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 LFG (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).
</TABLE>
15
<PAGE>
<TABLE>
<S> <C> <C> <C>
Nancy L. Conlin 46 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 LFG 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).
Joseph R. Palombo 46 Vice President Vice President of the Funds since April, 1999; Executive
Vice President and Director of the Advisor since April,
1999; Executive Vice President and Chief Administrative
Officer of LFG since April, 1999; (formerly Chief
Operating Officer, Putnam Mutual Funds from 1994 to 1998).
</TABLE>
16
<PAGE>
* 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 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 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 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
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;
17
<PAGE>
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
Crabbe Huson Special Fund, Crabbe Huson Contrarian 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 and Crabbe
Huson Contrarian 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.
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INVESTOR SERVICING AND TRANSFER AGENT
LFS 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 LFS 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 LFS. The
agreement continues indefinitely but may be terminated by 90 days' notice by the
Fund to LFS or generally by 6 months' notice by LFS to the Fund. The agreement
limits the liability of LFS to the Fund for loss or damage incurred by the Fund
to situations involving a failure of LFS 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 LFS against, among other things, loss or damage incurred
by LFS on account of any claim, demand, action or suit made on or against LFS
not resulting from LFS's bad faith or negligence and arising out of, or in
connection with, its duties under the agreement.
DETERMINATION OF NET ASSET VALUE
Each fund determines net asset value (NAV) per share for each Class as of the
close of the New York Stock Exchange (Exchange) (generally 4:00 p.m. Eastern
time, 3:00 p.m. Central time) each day the Exchange is open. Currently, the
Exchange is closed Saturdays, Sundays and the following observed holidays: New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas. Funds with
portfolio securities which are primarily listed on foreign exchanges may
experience trading and changes in NAV on days on which such Fund does not
determine NAV due to differences in closing policies among exchanges. This may
significantly affect the NAV of the Fund's redeemable securities on days when an
investor cannot redeem such securities. The net asset value of the Municipal
Money Market Portfolio will not be determined on days when the Exchange is
closed unless, in the judgment of the Municipal Money Market Portfolio's Board
of Trustees, the net asset value of the Municipal Money Market Portfolio should
be determined on any such day, in which case the determination will be made at
3:00 p.m., Central time. Debt securities generally are valued by a pricing
service which determines valuations based upon market transactions for normal,
institutional-size trading units of similar securities. However, in
circumstances where such prices are not available or where the Advisor deems it
appropriate to do so, an over-the-counter or exchange bid quotation is used.
Securities listed on an exchange or on NASDAQ are valued at the last sale price.
Listed securities for which there were no sales during the day and unlisted
securities are valued at the last quoted bid price. Options are valued at the
last sale price or in the absence of a sale, the mean between the last quoted
bid and offering prices. Short-term obligations with a maturity of 60 days or
less are valued at amortized cost pursuant to procedures adopted by the
Trustees. The values of foreign securities quoted in foreign currencies are
translated into U.S. dollars at the exchange rate for that day. Portfolio
positions for which there are no such valuations and other assets are valued at
fair value as determined by the Advisor in good faith under the direction of the
Trust's 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.
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 LFS,
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
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("Application"), and except that LFD may from time to time reallow additional
amounts to all or certain FSFs. LFD generally retains some or all 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.
LFS 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 LFS, provided the new FSF has a sales agreement
with LFD.
Shares credited to an account are transferable upon written instructions in good
order to LFS 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
LFS for deposit to their account.
LFD may, at its expense, provide special sales incentives (such as cash payments
in addition to the commissions specified in the Fund's SAI) to FSF's that agree
to promote the sale of shares of the Fund or other funds that LFD distributes.
At its discretion, the Distributor may offer special sales incentives only to
selected FSFs or to FSFs who have previously sold or expect to sell significant
amounts of the Fund's shares.
SPECIAL PURCHASE PROGRAMS/INVESTOR SERVICES
The following special purchase programs/investor services may be changed or
eliminated at any time.
AUTOMATIC INVESTMENT PROGRAM. As a convenience to investors, shares of most
funds advised by Colonial, The Crabbe Huson Group, Inc., Newport Fund
Management, Inc. and Stein Roe & Farnham Incorporated may be purchased through
the Automatic Investment Program. Preauthorized monthly bank drafts or
electronic funds transfer for a fixed amount of at least $50 are used to
purchase a fund's shares at the public offering price next determined after LFD
receives the proceeds from the draft (normally the 5th or the 20th of each
month, or the next business day thereafter). If your Automatic Investment
Program purchase is by electronic funds transfer, you may request the Automatic
Investment Program 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 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.
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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 and 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 LFS.
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 LFS. 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 LFS, 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 LFS for more information at
1-800-422-3737.
PROGRAMS FOR REDUCING OR ELIMINATING SALES CHARGES
RIGHT OF ACCUMULATION AND STATEMENT OF INTENT (Class A and Class T shares only)
(Class T shares can only be purchased by the shareholders of Newport Tiger Fund
who already own Class T shares). Reduced sales charges on Class A and T shares
can be effected by combining a current purchase with prior purchases of Class A,
B, C, I, T and Z shares of the funds advised by Colonial Management Associates,
Inc., Crabbe Huson Group, Inc., Newport Fund Management, Inc. and Stein Roe &
Farnham Incorporated. The applicable sales charge is based on the combined total
of:
1. the current purchase; and
2. the value at the public offering price at the close of business on the
previous day of all funds' Class A shares held by the shareholder (except
shares of any money market fund, unless such shares were acquired by
exchange from Class A shares of another fund other than a money market
fund and Class B, C, I, T and Z shares).
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 LFS. A fund may terminate or amend
this Right of Accumulation.
Any person may qualify for reduced sales charges on purchases of Class A and T
shares made within a thirteen-month period pursuant to a Statement of Intent
("Statement"). A shareholder may include, as an accumulation credit toward the
completion of such Statement, the value of all Class A, B, C, I, T and Z shares
held by the shareholder on the date of the Statement in funds (except shares of
any money market fund, unless such shares were acquired by exchange from Class A
shares of another non-money market fund). The value is determined at the public
offering price on the date of the Statement. Purchases made through reinvestment
of distributions do not count toward satisfaction of the Statement.
During the term of a Statement, LFS 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
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such difference in sales charge, LFS 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 LFS at 1-800-345-6611.
REINSTATEMENT PRIVILEGE. An investor who has redeemed Class A, B, C , I or T
shares may, upon request, reinstate within one year a portion or all of the
proceeds of such sale in shares of the same Class of any fund at the NAV next
determined after LFS 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 LFS. 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 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) (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 LFS, 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.
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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 may delay
selling your shares 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 LFS, 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, LFS 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 LFS 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.
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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, LFS 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. LFS 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. LFS 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.
24
<PAGE>
Shares of most funds that pay daily dividends will normally earn dividends
starting with the date the fund receives payment for the shares and will
continue through the day before the shares are redeemed, transferred or
exchanged. The daily dividends for Colonial Money Market Fund and Colonial
Municipal Money Market Fund will be earned starting with the day after that fund
receives payments for the shares.
HOW TO EXCHANGE SHARES
Shares of the Fund may be exchanged for the same class of shares of the other
continuously offered funds (with certain exceptions) on the basis of the NAVs
per share at the time of exchange. Class T and Z shares may be exchanged for
Class A shares of the other funds. The prospectus of each fund describes its
investment objective and policies, and shareholders should obtain a prospectus
and consider these objectives and policies carefully before requesting an
exchange. Shares of certain funds are not available to residents of all states.
Consult LFS before requesting an exchange.
By calling LFS, 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 LFS 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. LFS
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, LFS 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 LFS. 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", 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
25
<PAGE>
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 (i.e., cumulative) rather than
average annual total returns or may not reflect the sales charge or CDSC.
APPENDED RETURN. The total return for Class B, C and I shares (newer class)
includes performance of the newer class of shares since it was offered for sale
and the performance for the oldest existing class of shares (Class A). The
performance of the oldest existing class used in the computation of the newer
class is not restated to reflect any expense differential between the oldest
existing class and the newer class. Had the expense differential been reflected,
the returns for the periods prior to inception of Class B and C shares, would
have been lower.
YIELD
MONEY MARKET. A money market fund's yield and effective yield is computed in
accordance with the SEC's formula for money market fund yields.
NON-MONEY MARKET. The yield for each class of shares of a fund is determined by
(i) calculating the income (as defined by the SEC for purposes of advertising
yield) during the base period and subtracting actual expenses for the period
(net of any reimbursements), and (ii) dividing the result by the product of the
average daily number of shares of the fund that were entitled to dividends
during the period and the maximum offering price of the fund on the last day of
the period, (iii) then annualizing the result assuming semi-annual compounding.
Tax-equivalent yield is calculated by taking that portion of the yield which is
exempt from income tax and determining the equivalent taxable yield which would
produce the same after-tax yield for any given federal and, in some cases, 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.
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, Inc., 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 and members of the tax management
oversight team, including such persons' views on: the economy; securities
markets; portfolio securities
26
<PAGE>
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 Value(TM) investment strategy that expands upon the principles
of traditional value investing; the Fund's portfolio holdings; the investment
research and analysis process; the formulation and evaluation of investment
recommendations; and the assessment and evaluation of credit, interest rate,
market and economic risks and similar or related matters.
The Fund may also quote evaluations mentioned in independent radio or television
broadcasts, and use charts and graphs to illustrate the past performance of
various indices such as those mentioned in Appendix II and illustrations using
hypothetical rates of return to illustrate the effects of compounding and
tax-deferral. The Fund may advertise examples of the effects of periodic
investment plans, including the principle of dollar costs averaging. In such a
program, an investor invests a fixed dollar amount in a fund at periodic
intervals, thereby purchasing fewer shares when prices are high and more shares
when prices are low.
From time to time, the Fund may also discuss or quote the views of its
distributor, its investment advisor and other financial planning, legal, tax,
accounting, insurance, estate planning and other professionals, or from surveys,
regarding individual and family financial planning. Such views may include
information regarding: retirement planning; general investment techniques (e.g.,
asset allocation and disciplined saving and investing); business succession;
issues with respect to insurance (e.g., disability and life insurance and
Medicare supplemental insurance); issues regarding financial and health care
management for elderly family members; and similar or related matters.
27
<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.
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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.
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<PAGE>
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.
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<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 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.
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<PAGE>
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.
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APPENDIX II
1999
<TABLE>
<CAPTION>
SOURCE CATEGORY RETURN (%)
- ------ -------- ----------
<S> <C> <C>
CREDIT SUISSE FIRST BOSTON:
First Boston High Yield Index- 3.28
Global
LIPPER, INC.:
AMEX Composite Index P 27.28
AMEX Computer Tech IX P 75.02
AMEX Institutional IX P 24.46
AMEX Major Market IX P 17.76
Bse Sensex Index 63.83
CAC 40:FFR IX P 51.12
CD Rate 1 Month Index Tr 5.31
CD Rate 3 Month Index Tr 5.46
CD Rate 6 Month Index Tr 5.59
Consumer Price Index 2.99
Copnhgn SE:Dkr IX P 20.46
DAX:Dm IX Tr 39.10
Domini 400 Social Index 24.50
Dow Jones 65 Comp Av P 11.97
Dow Jones Ind Average P 25.22
Dow Jones Ind Dly Reinv 27.21
Dow Jones Ind Mth Reinv 27.29
Dow Jones Trans Av P -5.47
Dow Jones Trans Av Tr -4.52
Dow Jones Util Av P -9.27
Dow Jones Util Av Tr -6.02
Ft/S&P Act Wld Ex US IX N/A
Ft/S&P Actuaries Wld IX N/A
FT-SE 100:Pd IX P 17.81
FT-SE Gold Mines IX 0.20
Hang Seng:Hng Kng $ IX 68.80
Jakarta Composite Index 70.06
Jasdaq Index:Yen P 244.48
Klse Composite Index 38.59
Kospi Index 82.78
Lear High Growth Rate IX N/A
Lear Low Priced Value IX N/A
Lehman 1-3 Govt/Corp P -2.89
Lehman 1-3 Govt/Corp Tr 3.15
Lehman Aggregate Bd P -7.03
Lehman Aggregate Bd Tr -0.82
Lehman Cp Bd Int P -6.43
Lehman Cp Bd Int Tr 0.16
Lehman Govt Bd Int P -5.36
Lehman Govt Bd Int Tr 0.49
Lehman Govt Bd Long P -14.59
Lehman Govt Bd Long Tr -8.73
Lehman Govt Bd P -8.08
Lehman Govt Bd Tr -2.23
Lehman Govt/Cp Bd P -8.26
Lehman Govt/Cp Bd Tr -2.15
Lehman Govt/Cp Int P -5.70
Lehman Govt/Cp Int Tr 0.39
</TABLE>
33
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Lehman High Yield P -6.64
Lehman High Yield Tr 2.39
Lehman Muni 10 Yr IX P -6.08
Lehman Muni 10 Yr IX Tr -1.25
Lehman Muni 3 Yr IX P -3.36
Lehman Muni 3 Yr IX Tr 1.96
Lehman Muni Bond IX P -7.08
Lehman Muni Bond IX Tr -2.06
Lipper 1000 N/A
Lipper Mgmt Co Price IX 12.57
Madrid SE:Pst IX P 16.22
ML 10+ Yr Treasury IX Tr -8.61
ML 1-3 Yr Muni IX P -2.72
ML 1-3 Yr Muni IX Tr 2.51
ML 1-3 Yr Treasury IX P -2.85
ML 1-3 Yr Treasury IX Tr 3.06
ML 1-5 Yr Gv/Cp Bd IX P -3.84
ML 1-5 Yr Gv/Cp Bd IX Tr 2.19
ML 15 Yr Mortgage IX P -4.14
ML 15 Yr Mortgage IX Tr 2.17
ML 1-5 Yr Treasury IX P -3.83
ML 1-5 Yr Treasury IX Tr 2.04
ML 3 MO T-Bill IX Tr 4.85
ML 3-5 Yr Govt IX P -5.45
ML 3-5 Yr Govt IX Tr 0.32
ML 3-7 Yr Muni IX Tr 0.66
ML Corp Master Index P -8.53
ML Corp Master Index Tr -1.89
ML Glbl Govt Bond Inx P -6.83
ML Glbl Govt Bond Inx Tr -1.66
ML Glbl Gv Bond IX II P -9.65
ML Glbl Gv Bond IX II Tr -4.52
ML Global Bond Index P -9.04
ML Global Bond Index Tr -3.50
ML Gov Corp Master IX Tr -2.05
ML Govt Master Index P -8.02
ML Govt Master Index Tr -2.11
ML Govt/Corp Master IX P -8.19
ML High Yld Master IX P -7.86
ML High Yld Master IX Tr 1.57
ML Master Muni IX Tr -6.35
ML Mortgage Master IX P -4.86
ML Mortgage Master IX Tr 1.61
ML Treasury Master IX P -8.31
ML Treasury Master IX Tr -2.38
MSCI AC Americas Free ID 22.71
MSCI AC Asia Fr-Ja IX GD 64.67
MSCI AC Asia Fr-Ja IX ID 61.95
MSCI AC Asia Pac - Ja GD 55.23
MSCI AC Asia Pac - Ja ID 52.30
MSCI AC Asia Pac Fr-J GD 49.83
MSCI AC Asia Pac Fr-J ID 46.80
MSCI AC Asia Pac IX GD 59.66
MSCI AC Asia Pac IX ID 57.86
MSCI AC Europe IX GD 17.35
MSCI AC Europe IX ID 15.22
MSCI AC Fe - Ja IX GD 67.83
MSCI AC Fe - Ja IX ID 65.24
MSCI AC Fe Free IX GD 61.81
MSCI AC Fe Free IX ID 60.29
</TABLE>
34
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
MSCI AC Fe Fr-Ja IX GD 62.11
MSCI AC Fe Fr-Ja IX ID 59.40
MSCI AC Pac Fr-Jpn IX GD 46.89
MSCI AC Pac Fr-Jpn IX ID 43.84
MSCI AC World Free IX GD 26.82
MSCI AC World Fr-USA GD 30.91
MSCI AC World Fr-USA ID 28.80
MSCI AC World IX GD 27.31
MSCI AC World IX ID 25.49
MSCI AC World-USA IX GD 31.79
MSCI AC Wrld Fr-Ja IX GD 23.07
MSCI AC Wrld Fr-Ja IX ID 21.20
MSCI AC Wrld-Ja IX GD 23.64
MSCI AC Wrld-Ja IX ID 21.77
MSCI Argentina IX GD 34.29
MSCI Argentina IX ID 30.05
MSCI Australia IX GD 18.67
MSCI Australia IX ID 15.19
MSCI Australia IX ND 17.62
MSCI Austria IX GD -8.66
MSCI Austria IX ID -10.47
MSCI Austria IX ND -9.11
MSCI Belgium IX GD -13.75
MSCI Belgium IX ID -15.77
MSCI Belgium IX ND -14.26
MSCI Brazil IX GD 67.23
MSCI Brazil IX ID 61.57
MSCI Canada IX GD 54.40
MSCI Canada IX ID 51.78
MSCI Canada IX ND 53.74
MSCI Chile IX GD 39.01
MSCI Chile IX ID 36.45
MSCI China Dom Fr IX ID 31.10
MSCI China Free IX ID 9.94
MSCI China Non Dom IX ID 5.82
MSCI Colombia IX GD -13.69
MSCI Colombia IX ID -19.14
MSCI Czech Rep IX GD 5.35
MSCI Czech Rep IX ID 3.97
MSCI Denmark IX GD 12.47
MSCI Denmark IX ID 10.85
MSCI Denmark IX ND 12.06
MSCI EAFE - UK IX GD 31.45
MSCI EAFE - UK IX ID 29.63
MSCI EAFE - UK IX ND 31.01
MSCI EAFE + Canada IX GD 28.27
MSCI EAFE + Canada IX ID 26.22
MSCI EAFE + Canada IX ND 27.93
MSCI EAFE + Em IX GD 31.03
MSCI EAFE + EM IX ID 28.93
MSCI EAFE + EMF IX GD 30.33
MSCI EAFE + EMF IX ID 28.24
MSCI EAFE Fr IX ID 25.03
MSCI EAFE GDP Wt IX GD 31.38
MSCI EAFE GDP Wt IX ID 29.49
MSCI EAFE GDP Wt IX ND 31.00
MSCI EAFE IX GD 27.30
MSCI EAFE IX ID 25.27
MSCI EAFE IX ND 26.96
MSCI EASEA IX GD 18.12
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
MSCI EASEA IX ID 15.90
MSCI EASEA IX ND 17.77
MSCI Em Asia IX GD 69.73
MSCI Em Asia IX ID 67.96
MSCI Em Eur/Mid East GD 79.61
MSCI Em Eur/Mid East ID 76.67
MSCI Em Europe IX GD 83.98
MSCI Em Europe IX ID 81.28
MSCI Em Far East IX GD 67.27
MSCI Em Far East IX ID 65.67
MSCI Em IX GD 68.82
MSCI Em IX ID 66.18
MSCI Em Latin Am IX GD 65.45
MSCI Em Latin Am IX ID 61.81
MSCI EMF Asia IX GD 69.41
MSCI EMF Asia IX ID 67.65
MSCI EMF Far East IX GD 65.50
MSCI EMF Far East IX ID 63.97
MSCI EMF IX GD 66.41
MSCI EMF IX ID 63.70
MSCI EMF Latin Am IX GD 58.89
MSCI EMF Latin Am IX ID 55.48
MSCI Europe - UK IX GD 17.84
MSCI Europe - UK IX ID 16.00
MSCI Europe - UK IX ND 17.35
MSCI Europe GDP Wt IX ID 14.08
MSCI Europe IX GD 16.23
MSCI Europe IX ID 14.12
MSCI Europe IX ND 15.89
MSCI European Union GD 19.22
MSCI European Union ID 16.99
MSCI Far East Free IX ID 59.99
MSCI Far East IX GD 62.63
MSCI Far East IX ID 61.10
MSCI Far East IX ND 62.41
MSCI Finland IX GD 153.33
MSCI Finland IX ID 150.71
MSCI Finland IX ND 152.60
MSCI France IX GD 29.69
MSCI France IX ID 28.00
MSCI France IX ND 29.27
MSCI Germany IX GD 20.53
MSCI Germany IX ID 18.70
MSCI Germany IX ND 20.04
MSCI Greece IX GD 49.64
MSCI Greece IX ID 47.58
MSCI Hongkong IX GD 59.52
MSCI Hongkong IX ID 54.85
MSCI Hongkong IX ND 59.52
MSCI Hungary IX GD 11.66
MSCI Hungary IX ID 10.81
MSCI India IX GD 87.35
MSCI India IX ID 84.67
MSCI Indonesia IX GD 93.46
MSCI Indonesia IX ID 92.04
MSCI Ireland IX ID -14.02
MSCI Israel Dom IX ID 51.10
MSCI Israel IX ID 56.29
MSCI Israel Non Dom Ixid 47.06
MSCI Italy IX GD 0.19
</TABLE>
36
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
MSCI Italy IX ID -1.48
MSCI Italy IX ND -0.26
MSCI Japan IX GD 61.77
MSCI Japan IX ID 60.56
MSCI Japan IX ND 61.53
MSCI Jordan IX GD 6.26
MSCI Jordan IX ID 2.00
MSCI Kokusai IX GD 21.26
MSCI Kokusai IX ID 19.43
MSCI Kokusai IX ND 20.84
MSCI Korea IX GD 92.42
MSCI Korea IX ID 90.17
MSCI Luxembourg IX ID 50.50
MSCI Malaysia IX GD 109.92
MSCI Malaysia IX ID 107.23
MSCI Mexico Free IX GD 80.07
MSCI Mexico Free IX ID 78.50
MSCI Mexico IX GD 81.76
MSCI Mexico IX ID 80.19
MSCI Netherland IX GD 7.43
MSCI Netherland IX ID 5.25
MSCI Netherland IX ND 6.88
MSCI New Zealand IX GD 14.30
MSCI New Zealand IX ID 9.70
MSCI New Zealand IX ND 12.90
MSCI Nordic IX GD 87.75
MSCI Nordic IX ID 85.11
MSCI Nordic IX ND 87.00
MSCI Norway IX GD 32.43
MSCI Norway IX ID 29.52
MSCI Norway IX ND 31.70
MSCI Nth Amer IX GD 23.47
MSCI Nth Amer IX ID 21.91
MSCI Nth Amer IX ND 23.00
MSCI Pac - Japan IX GD 43.20
MSCI Pac - Japan IX ID 39.35
MSCI Pac - Japan IX ND 42.58
MSCI Pacific Free IX ID 55.19
MSCI Pacific Fr-Jpn ID 34.95
MSCI Pacific IX GD 57.96
MSCI Pacific IX ID 56.17
MSCI Pacific IX ND 57.63
MSCI Pakistan IX GD 49.62
MSCI Pakistan IX ID 42.24
MSCI Peru IX GD 18.86
MSCI Peru IX ID 16.34
MSCI Philippines Fr Ixgd 3.32
MSCI Philippines Fr Ixid 2.33
MSCI Philippines IX GD 8.90
MSCI Philippines IX ID 7.62
MSCI Portugal IX GD -8.45
MSCI Portugal IX ID -10.86
MSCI Russia IX GD 247.06
MSCI Russia IX ID 246.20
MSCI Sing/Mlysia IX GD 99.40
MSCI Sing/Mlysia IX ID 97.08
MSCI Sing/Mlysia IX ND 99.40
MSCI Singapore Fr IX GD 60.17
MSCI Singapore Fr IX ID 58.43
MSCI South Africa IX GD 57.20
</TABLE>
37
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
MSCI South Africa IX ID 53.43
MSCI Spain IX GD 5.27
MSCI Spain IX ID 3.53
MSCI Spain IX ND 4.83
MSCI Sri Lanka IX GD -6.27
MSCI Sri Lanka IX ID -9.73
MSCI Sweden IX GD 80.60
MSCI Sweden IX ID 77.76
MSCI Sweden IX ND 79.74
MSCI Swtzrlnd IX GD -6.59
MSCI Swtzrlnd IX ID -7.81
MSCI Swtzrlnd IX ND -7.02
MSCI Taiwan IX GD 52.71
MSCI Taiwan IX ID 51.52
MSCI Thailand IX GD 40.92
MSCI Thailand IX ID 40.49
MSCI Turkey IX GD 252.41
MSCI Turkey IX ID 244.36
MSCI UK IX GD 12.45
MSCI UK IX ID 9.74
MSCI UK IX ND 12.45
MSCI USA IX GD 22.38
MSCI USA IX ID 20.86
MSCI USA IX ND 21.92
MSCI Venezuela IX GD 8.71
MSCI Venezuela IX ID 1.68
MSCI World - UK IX GD 26.83
MSCI World - UK IX ID 25.17
MSCI World - UK IX ND 26.38
MSCI World - USA IX GD 28.27
MSCI World - USA IX ID 26.22
MSCI World - USA IX ND 27.93
MSCI World GDP Wt IX ID 27.26
MSCI World IX Free ID 23.45
MSCI World IX GD 25.34
MSCI World IX ID 23.56
MSCI World IX ND 24.93
MSCI Wrld - Austrl IX GD 25.42
MSCI Wrld - Austrl IX ID 23.67
MSCI Wrld - Austrl IX ND 25.03
NASDAQ 100 IX P 101.95
NASDAQ Bank IX P -7.98
NASDAQ Composite IX P 85.59
NASDAQ Industrial IX P 71.67
NASDAQ Insurance IX P 5.54
NASDAQ Natl Mkt Cmp IX 85.87
NASDAQ Natl Mkt Ind IX 72.04
NASDAQ Transport IX P 1.82
Nikkei 225 Avg:Yen P 36.79
NYSE Composite P 9.15
NYSE Finance IX P -0.92
NYSE Industrials IX P 11.37
NYSE Transportation IX -3.25
NYSE Utilities IX P 14.62
Oslo SE Tot:Fmk IX P 45.54
Philippines Composite IX 8.85
PSE Technology IX P 116.40
Russell 1000 Grow IX Tr 33.16
Russell 1000 IX P 19.46
Russell 1000 IX Tr 20.91
</TABLE>
38
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Russell 1000 Value IX Tr 7.35
Russell 2000 Grow IX Tr 43.09
Russell 2000 IX P 19.62
Russell 2000 IX Tr 21.26
Russell 2000 Value IX Tr -1.49
Russell 3000 IX P 19.43
Russell 3000 IX Tr 20.90
Russell Midcap Grow IX 51.29
Russell Midcap IX Tr 18.23
Russell Midcap Value IX -0.11
S & P 100 Index P 31.26
S & P 500 Daily Reinv 21.04
S & P 500 Index P 19.53
S & P 500 Mnthly Reinv 21.03
S & P 600 Index P 11.52
S & P 600 Index Tr 12.41
S & P Financial IX P 2.19
S & P Financial IX Tr 3.97
S & P Industrial IX Tr 25.87
S & P Industrials P 24.52
S & P Midcap 400 IX P 13.35
S & P Midcap 400 IX Tr 14.72
S & P Transport Index P -10.69
S & P Transport IX Tr -9.32
S & P Utility Index P -12.48
S & P Utility Index Tr -8.88
S & P/Barra Growth IX Tr 27.98
S & P/Barra Value IX Tr 12.72
SB Cr-Hdg Nn-US Wd IX Tr 2.88
SB Cr-Hdg Wd Gv Bd IX Tr 1.31
SB Non-US Wd Gv Bd IX Tr -5.07
SB Wd Gv Bd:Austrl IX Tr 4.07
SB Wd Gv Bd:Germny IX Tr -16.42
SB Wd Gv Bd:Japan IX Tr 15.53
SB Wd Gv Bd:UK IX Tr -4.30
SB Wd Gv Bd:US IX Tr -2.45
SB World Govt Bond IX Tr -4.27
SB World Money Mkt IX Tr 0.39
Straits Times Index 77.54
Swiss Perf:Sfr IX Tr 11.69
Taiwan SE:T$ IX P 42.86
T-Bill 1 Year Index Tr 4.91
T-Bill 3 Month Index Tr 4.74
T-Bill 6 Month Index Tr 4.85
Thailand Set Index 35.44
Tokyo 2nd Sct:Yen IX P 121.27
Tokyo Se(Topix):Yen IX 58.44
Toronto 300:C$ IX P 29.72
Toronto SE 35:C$ IX P 36.42
Value Line Cmp IX-Arth 10.56
Value Line Cmp IX-Geom -1.40
Value Line Industrl IX -0.05
Value Line Railroad IX -9.93
Value Line Utilties IX -7.10
Lipper CE Pac Ex Jpn IX 73.32
Lipper Pac Ex-Jpn Fd IX 74.88
</TABLE>
THE NATIONAL ASSOCIATION OF REAL ESTATE INVESTMENT TRUST:
<TABLE>
<S> <C>
Real Estate Investment Trust Index -4.62
</TABLE>
39
<PAGE>
<TABLE>
<CAPTION>
SALOMON SMITH BARNEY WGBI MARKET SECTORS: LOCAL CURRENCY U.S. DOLLARS
- ----------------------------------------- -------------- ------------
<S> <C> <C>
U.S. Government (Sovereign) -2.45 -2.45
United Kingdom (Sovereign) -1.20 -4.3
France (Sovereign) -2.95 -17.16
Germany (Sovereign) -2.08 -16.42
Japan (Sovereign) 4.83 15.53
Canada (Sovereign) -1.46 4.29
</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
40
<PAGE>
41
<PAGE>
42
<PAGE>
43
<PAGE>
44
<PAGE>
45
<PAGE>
46
<PAGE>
47
<PAGE>
48
<PAGE>
49
<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)
(a)(3) Amendment No. 5 to the Agreement and Declaration of Trust (12)
(b) Amended By-Laws (12)
(c) Form of Specimen of share certificate (incorporated herein by
reference to Exhibit 4 to Post-Effective Amendment No. 45 to
the Registration Statement of Liberty Funds Trust IV (formerly
Colonial Trust IV), Registration Nos. 2-62492 and 811-2865,
filed with the Commission on March 21, 1997)
(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) (10)
(d)(4) Form of Management Agreement (CSVF) (10)
(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)(11)
<PAGE>
(e)(1) 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)
(e)(2) Appendix 1 to the Distribution Agreement between the Registrant
And Liberty Funds Distributor, Inc. incorporated herein by
reference to Exhibit (e) (2) to Post-Effective Amendment No.15
to the Registration Statement on Form N-1A of Liberty Funds
Trust VII (formerly Colonial Trust VII) (File Nos. 811-6347
and 33-41559), filed with the Commission on or about
September 2, 1999
(e)(3) 12b-1 Plan Implementing Agreement (incorporated herein by
reference to Exhibit (e)(2) 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)
(e)(4) Appendix 1 to the 12b-1 Plan Implementing Agreement between the
Registrant and Liberty Funds Distributor, Inc. (incorporated
herein by reference to Exhibit (e)(4) to Post-Effective
Amendment No. 15 to the Registration Statement of Liberty Funds
Trust VII (formerly Colonial Trust VII) Registration Nos.
33-41559 and 811-6347 filed with the Commission on September 7,
1999)
(e)(5) 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)
(e)(6) 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)
(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
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)
(g)(2) Amendment No. 10 to Appendix A of Global Custody Agreement with
The Chase Manhattan Bank - filed as Exhibit (g)(2) in Part C,
Item 23 of Pre-Effective Amendment No. 46 to the Registration
Statement on Form N-1A of Liberty Funds Trust II (formerly
Colonial Trust II)(Registration Nos. 2-66976 and 811-3009),
filed with the Commission on or about February 4, 2000, and is
hereby incorporated by reference and made a part of this
Registration Statement.
(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 Liberty Funds Services, Inc.
(formerly Colonial Investors Service Center, Inc.)
(incorporated herein by reference to Exhibit 9.(b) 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)
(h)(2) Amendment No. 16 to Schedule A of Amended and Restated
Shareholders' Servicing and Transfer Agent Agreement
(incorporated herein by reference to Exhibit (k)(2) in Part C,
Item 24(2) to Post-Effective Amendment No. 2 to the
Registration Statement on Form N-2 of Liberty-Stein Roe Advisor
Floating Rate Fund Registration Nos. 333-91637 and 811-09709,
filed with the Commission on or about January 14, 2000 and is
hereby incorporated by reference and made a part of this
Registration Statement.
(h)(3) Amendment No. 21 to Appendix I of Amended and Restated
Shareholders' Servicing and Transfer Agent Agreement
(incorporated herein by reference to Exhibit (k)(3) in Part C,
Item 24(2) to Post-Effective Amendment No. 2 to the
Registration Statement on Form N-2 of Liberty-Stein Roe Advisor
Floating Rate Advantage Fund, Registration Nos. 333-91637 and
811-09709, filed with the Commission on or about January 14,
2000, and is hereby incorporated by reference and made a part
of this Registration Statement
(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 Liberty Funds Trust VI (formerly 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
(incorporated herein by reference to Exhibit (h)(2) to
Post-Effective Amendment No. 15 to the Registration Statement
of Liberty Funds Trust VII, Registration Nos. 33-41559 and
811-6347, filed with the Commission on September 2, 1999)
(h)(6) Form of Agreement and Plan of Reorganization (TCF and CSVF)(3)
(h)(7) Form of Administration Agreement with Colonial Management
Associates, Inc. (CGUF)
(h)(8) Amended and Restated Credit Agreement (12)
(h)(9) Agreement and Plan of Reorganization (TCHSF) (8)
(h)(10) Agreement and Plan of Reorganization (CHSCF) (8)
(h)(11) Agreement and Plan of Reorganization (CHEF) (8)
(h)(12) Agreement and Plan of Reorganization (CHMIEF) (8)
(h)(13) Agreement and Plan of Reorganization (CHOTFF) (8)
(h)(14) Agreement and Plan of Reorganization (CHCIF) (8)
(h)(15) Agreement and Plan of Reorganization (CHREIF) (7)
(i) Opinion and Consent of Counsel (13)
(j)(1) Consent of Independent Auditors (Ernst & Young LLP)
(j)(2) Consent of Independent Auditors (KPMG LLP)
(j)(3) Consent of Independent Accountants (PricewaterhouseCoopers LLP)
(k) Not Applicable
(l) Not Applicable
(m) Rule 12b-1 Distribution Plan - filed as Exhibit (m) in Part C,
Item 24(2) of Post-Effective Amendment No. 3 to the
Registration Statement on Form N-2 of Liberty-Stein Roe
Advisor Floating Rate Advantage Fund (Registration Nos.
811-09709 and 333-91637), filed with the Comission on or about
Janauary 24, 2000, and is hereby incorporated by reference and
made a part of this Registration Statement
(n) Not Applicable
(o) Plan pursuant to Rule 18f-3(d) under the Investment Company
Act of 1940 (incorporated herein by reference to Exhibit (o)
to Post-Effective Amendment No. 2 to the Registration
Statement of Liberty Funds Trust IX (formerly LAMCO Trust I),
Registration Nos. 333-66819 and 811-09095 filed with the
Commission on February 16, 2000)
- ---------------
A copy of the Power of Attorney for each of Tom Bleasdale, John V. Carberry,
Lora S. Collins, James E. Grinnell, Richard W. Lowry, Salvatore Macera, William
E. Mayer, James L. Moody, Jr., John J. Neuhauser, Thomas E. Stitzel, Robert L.
Sullivan and Anne-Lee Verville is incorporated herein by reference to
Post-Effective Amendment No. 54 to the Registration Statement of Liberty Funds
Trust IV (formerly Colonial Trust IV), Registration Nos. 2-62492 and 811-2865,
filed with the Commission on or about May 26, 1999.
(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. 102 to Form N-1A
filed on or about September 17, 1998.
(8) Incorporated by reference to Post-Effective Amendment No. 103 to Form N-1A
filed on or about October 19, 1998
(9) Incorporated by reference to Post-Effective Amendment No. 100 to Form N-1A
filed on or about February 27, 1998
(10) Incorporated by reference to Post-Effective Amendment No. 107 to Form N-1A
filed on or about December 31, 1998.
(11) Incorporated by reference to Post-Effective Amendment No. 109 to Form N-1A
filed on or about March 1, 1999.
(12) Incorporated by reference to Post-Effective Amendment No. 110 to Form N-1A
filed on or about August 12, 1999.
(13) Incorporated by reference to Post-Effective Amendment No. 113 to Form N-1A
filed on or about February 17, 2000.
<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 advisor, Colonial Management
Associates, Inc. ("Colonial"), is registered as an investment adviser under
the Investment Advisers Act of 1940 ("Advisers Act"). Colonial Advisory
Services, Inc. ("CASI"), an affiliate of Colonial, is also registered as an
investment advisor under the 1940 Act. As of the end of the fiscal
year December 31, 1999, CASI had four institutional, corporate or other
accounts under management or supervision, the total market value of which wa
approximately $704 million. As of the end of the fiscal year,
December 31, 1999, Colonial was the investment advisor, sub-advisor
and/or administrator to 71 mutual funds, including funds sub-advised by
Colonial, the total market value of which investment companies was
approximately $18,589.50 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 1/31/00. 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., Liberty Funds Trust I through
Asst. IX Asst. Sec.
Sec., Colonial High Income
Counsel 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.
AlphaTrade Inc. Asst. Clerk
Liberty Funds Distributor,
Inc. Asst. Clerk
Liberty Funds Group LLC Asst. Sec.
Liberty Variable Investment
Trust Asst. Sec.
Liberty All-Star Equity Fund Asst. Sec.
Liberty All-Star Growth Fund,
Inc. Asst. Sec.
Colonial Insured Municipal Fund Asst. Sec
Colonial California Insured
Municipal Fund Asst. Sec
Colonial New York Insured
Municipal Fund Asst. Sec
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund Asst. Sec
Barron, Suzan M. V.P., Liberty Funds Trust I through
Asst. IX Asst. Sec.
Sec., Colonial High Income
Counsel 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.
AlphaTrade Inc. Asst. Clerk
Liberty Funds Distributor,
Inc. Asst. Clerk
Liberty Funds Group LLC Asst. Sec.
Liberty Variable Investment
Trust Asst. Sec.
Liberty All-Star Equity Fund Asst. Sec.
Liberty All-Star Growth Fund,
Inc. Asst. Sec.
Colonial Insured Municipal Fund Asst. Sec
Colonial California Insured
Municipal Fund Asst. Sec
Colonial New York Insured
Municipal Fund Asst. Sec
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund Asst. Sec
Barsketis, Ophelia Sr.V.P. Stein Roe & Farnham Incorporated Snr. V.P.
Berliant, Allan V.P.
Bissonnette,
Michael Sr.V.P.
Boatman, Bonny E. Sr.V.P.; Colonial Advisory Services, Exec. V.P.
IPC Mbr. Inc.
Stein Roe & Farnham
Incorporated Exec. V.P.
Bunten, Walter V.P.
Campbell, Kimberly V.P.
Carnabucci,
Dominick V.P.
Carome, Kevin M. Sr.V.P.; Liberty Funds Distributor,
IPC Mbr. Inc. Assistant Clerk
Liberty Funds Group LLC Sr. V.P.;
General Counsel
Stein Roe & Farnham General Counsel;
Incorporated Secretary
Stein Roe Services, Inc. Asst. Clerk
Liberty-Stein Roe Funds
Investment Trust Exec. V.P.;
Asst. Sec
Liberty-Stein Roe Funds Income
Trust Exec. V.P.;
Asst. Sec
Liberty-Stein Roe Funds
Institutional Trust Exec. V.P.;
Asst. Sec
Liberty-Stein Roe Funds Trust Exec. V.P.;
Asst. Sec
Liberty-Stein Roe Funds
Municipal Trust Exec. V.P.;
Asst. Sec
Liberty-Stein Roe Advisor Trust Exec. V.P.;
Asst. Sec
SR&F Base Trust Exec. V.P.;
Asst. Sec
Stein Roe Variable Investment
Trust Exec. V.P.;
Asst. Sec
Liberty-Stein Roe Advisor
Floating Rate Fund Exec. V.P.;
Asst. Sec
Liberty-Stein Roe Institutional
Floating Rate Income Fund Exec. V.P.;
Asst. Sec
Stein Roe Floating Rate
Limited Liability Company Exec. V.P.;
Asst. Sec
Carroll, Sheila A. Sr.V.P.
Citrone, Frank, Jr. Sr.V.P.
Conlin, Nancy L. Sr. V.P.; Liberty Funds Trust I through
Sec.; Clerk IX Secretary
IPC Mbr.; Colonial High Income
Dir; Gen. Municipal Trust Secretary
Counsel Colonial InterMarket Income
Trust I Secretary
Colonial Intermediate High
Income Fund Secretary
Colonial Investment Grade
Municipal Trust Secretary
Colonial Municipal Income
Trust Secretary
Liberty Funds Distributor,
Inc. Dir.; Clerk
Liberty Funds Services, Inc. Clerk; Dir.
Liberty Funds Group LLC V.P.; Gen.
Counsel and
Secretary
Liberty Variable Investment
Trust Secretary
Colonial Advisory Services,
Inc. Dir.; Clerk
AlphaTrade Inc. Dir.; Clerk
Liberty All-Star Equity Fund Secretary
Liberty All-Star Growth Fund,
Inc. Secretary
Colonial Insured Municipal Fund Secretary
Colonial California Insured
Municipal Fund Secretary
Colonial New York Insured
Municipal Fund Secretary
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund Secretary
Connaughton, V.P. Liberty Funds Trust I through
J. Kevin VIII CAO; Controller
Liberty Variable Investment
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 All-Star Equity Fund Controller
Liberty All-Star Growth Fund,
Inc. Controller
Liberty Funds Trust IX Controller
Colonial Insured Municipal Fund CAO; Controller
Colonial California Insured
Municipal Fund CAO; Controller
Colonial New York Insured
Municipal Fund CAO; Controller
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund CAO; Controller
Liberty-Stein Roe Funds
Investment Trust V.P.; Treasurer
Liberty-Stein Roe Funds Income
Trust V.P.; Treasurer
Liberty-Stein Roe Funds
Institutional Trust V.P.; Treasurer
Liberty-Stein Roe Funds Trust V.P.; Treasurer
Liberty-Stein Roe Funds
Municipal Trust V.P.; Treasurer
Liberty-Stein Roe Advisor Trust V.P.; Treasurer
SR&F Base Trust V.P.; Treasurer
Stein Roe Variable Investment
Trust V.P.; Treasurer
Liberty-Stein Roe Advisor
Floating Rate Fund V.P.; Treasurer
Liberty-Stein Roe Institutional
Floating Rate Income Fund V.P.; Treasurer
Stein Roe Floating Rate
Limited Liability Company V.P.; Treasurer
Daniszewski, V.P.
Joseph J.
Dearborn, James V.P.
Desilets, Marian H. V.P. Liberty Funds Distributor,
Inc. V.P.
Liberty Funds Trust I through
IX 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.
Liberty Variable Investment
Trust Asst. Sec.
Liberty All-Star Equity Fund Asst. Sec.
Liberty All-Star Growth Fund,
Inc. Asst. Sec.
Colonial Insured Municipal Fund Asst. Sec
Colonial California Insured
Municipal Fund Asst. Sec
Colonial New York Insured
Municipal Fund Asst. Sec
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund Asst. Sec
DiSilva-Begley, V.P. Colonial Advisory Services, Compliance
Linda IPC Mbr. Inc. Officer
Eckelman, Marilyn Sr.V.P.
Ericson, Carl C. Sr.V.P. Colonial Intermediate High
IPC Mbr. Income Fund V.P.
Colonial Advisory Services, Pres.; CEO
Inc. and CIO
Evans, C. Frazier Sr.V.P. Liberty Funds Distributor,
Inc. Mng. Director
Finnemore, Sr.V.P. Colonial Advisory Services,
Leslie W. Inc. Sr. V.P.
Franklin, Sr. V.P. AlphaTrade Inc. President
Fred J. IPC Mbr. Liberty Financial Companies, Chief
Inc. Compliance Ofcr;
V.P.
Garrison, V.P. Stein Roe & Farnham
William M. Incorporated V.P.
Gibson, Stephen E. Dir.; Pres.; Liberty Funds Group 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.
Liberty Funds Trust I through
VIII 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
Stein Roe & Farnham Asst. Chairman;
Incorporated President
Liberty Variable Investment
Trust President
Colonial Insured Municipal Fund President
Colonial California Insured
Municipal Fund President
Colonial New York Insured
Municipal Fund President
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund President
Liberty-Stein Roe Funds
Investment Trust President
Liberty-Stein Roe Funds Income
Trust President
Liberty-Stein Roe Funds
Institutional Trust President
Liberty-Stein Roe Funds Trust President
Liberty-Stein Roe Funds
Municipal Trust President
Liberty-Stein Roe Advisor Trust President
SR&F Base Trust President
Stein Roe Variable Investment
Trust President
Liberty-Stein Roe Advisor
Floating Rate Fund President
Liberty-Stein Roe Institutional
Floating Rate Income Fund President
Stein Roe Floating Rate
Limited Liability Company President
Hansen, Loren A. Sr. V.P.; Stein Roe & Farnham
IPC Mbr. Incorporated Exec. V.P.
Liberty-Stein Roe Funds
Investment Trust Exec. V.P.
Liberty-Stein Roe Funds Income
Trust Exec. V.P.
Liberty-Stein Roe Funds
Institutional Trust Exec. V.P.
Liberty-Stein Roe Funds Trust Exec. V.P.
Liberty-Stein Roe Funds
Municipal Trust Exec. V.P.
Liberty-Stein Roe Advisor Trust Exec. V.P.
SR&F Base Trust Exec. V.P.
Stein Roe Variable Investment
Trust Exec. V.P.
Liberty-Stein Roe Advisor
Floating Rate Fund Exec. V.P.
Liberty-Stein Roe Institutional
Floating Rate Income Fund Exec. V.P.
Stein Roe Floating Rate
Limited Liability Company Exec. V.P.
Harasimowicz, V.P.
Stephen
Hartford, Brian Sr.V.P. Liberty-Stein Roe Funds
Municipal Trust V.P.
Haynie, James P. Sr.V.P. Colonial Advisory Services,
Inc. Sr. V.P.
Stein Roe & Farnham
Incorporated Sr. V.P.
Held, Dorothy V.P.
Hernon, Mary V.P.
Hirschhorn,
Harvey B. Sr. V.P. Stein Roe & Farnham
Incorporated Exec. V.P.
Hounsell, Clare F. V.P. Stein Roe & Farnham
Incorporated V.P.
Iudice, V.P.; Liberty Funds Group LLC Controller,
Philip J., Jr. Controller CAO, Asst.
Asst. Treas.
Treasurer Liberty Funds Distributor, CFO,
Inc. Treasurer
Colonial Advisory Services, Controller;
Inc. Asst. Treas.
AlphaTrade Inc. CFO, Treas.
Jacoby, Timothy J. Sr. V.P.; Liberty Funds Group LLC V.P., Treasr.,
CFO
Liberty Funds Trust I through
VIII 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
Colonial Advisory Services,
Inc. CFO, Treasr.
Stein Roe & Farnham
Incorporated Snr. V.P.
Liberty Variable Investment
Trust Treasurer, CFO
Liberty All-Star Equity Fund Treasurer
Liberty All-Star Growth Fund,
Inc. Treasurer
Liberty Funds Trust IX Treasurer
Colonial Insured Municipal Fund Treasr.; CFO
Colonial California Insured
Municipal Fund Treasr.; CFO
Colonial New York Insured
Municipal Fund Treasr.; CFO
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund Treasr.; CFO
Liberty-Stein Roe Funds
Investment Trust Senior V.P.
Liberty-Stein Roe Funds Income
Trust Senior V.P.
Liberty-Stein Roe Funds
Institutional Trust Senior V.P.
Liberty-Stein Roe Funds Trust Senior V.P.
Liberty-Stein Roe Funds
Municipal Trust Senior V.P.
Liberty-Stein Roe Advisor Trust Senior V.P.
SR&F Base Trust Senior V.P.
Stein Roe Variable Investment
Trust Senior V.P.
Liberty-Stein Roe Advisor
Floating Rate Fund Senior V.P.
Liberty-Stein Roe Institutional
Floating Rate Income Fund Senior V.P.
Stein Roe Floating Rate
Limited Liability Company Senior V.P.
Jansen, Deborah Sr.V.P. Stein Roe & Farnham
Incorporated Senior V.P.
Jersild, North T. V.P. Stein Roe & Farnham
Incorporated V.P.
Johnson, Gordon V.P.
Kennedy, Michael T. Sr.V.P. Stein Roe & Farnham
Incorporated Sr. V.P.
Knudsen, Gail E. V.P. Liberty Funds Trust I through
IX 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.
Liberty Variable Investment
Trust Asst. Treas.
Liberty All-Star Equity Fund Asst. Treas.
Liberty All-Star Growth Fund,
Inc. Asst. Treas.
Colonial Insured Municipal Fund Asst. Treas.
Colonial California Insured
Municipal Fund Asst. Treas.
Colonial New York Insured
Municipal Fund Asst. Treas.
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund Asst. Treas.
Liberty-Stein Roe Funds
Investment Trust V.P.; Controller
Liberty-Stein Roe Funds Income
Trust V.P.; Controller
Liberty-Stein Roe Funds
Institutional Trust V.P.; Controller
Liberty-Stein Roe Funds Trust V.P.; Controller
Liberty-Stein Roe Funds
Municipal Trust V.P.; Controller
Liberty-Stein Roe Advisor
Trust V.P.; Controller
SR&F Base Trust V.P.; Controller
Stein Roe Variable Investment
Trust V.P.; Controller
Liberty-Stein Roe Advisor
Floating Rate Fund V.P.; Controller
Liberty-Stein Roe Institutional
Floating Rate Income Fund V.P.; Controller
Stein Roe Floating Rate
Limited Liability Company V.P.; Controller
Lal, Ishwar V.P.
Lapointe, Thomas V.P.
Lasman, Gary V.P.
Lennon, John E. Sr.V.P. Colonial Advisory Services,
Inc. V.P.
Lenzi, Sharon V.P.
Lessard, Kristen V.P.
Loring, William
C., Jr. Sr.V.P. Liberty-Stein Roe Funds
Municipal Trust V.P.
MacKinnon,
Donald S. Sr.V.P.
Marcus, Harold V.P.
McGrath, Pamela Sr.V.P.;
CFO;
Treasurer
Muldoon, Robert V.P.
Newman, Maureen Sr.V.P. Liberty-Stein Roe Funds
Municipal Trust V.P.
Liberty-Stein Roe Advisor Trust V.P.
SR&F Base Trust V.P.
O'Brien, David Sr.V.P.
Olsheskie, Mark V.P.
Ostrander, Laura Sr.V.P. Colonial Advisory Services,
Inc. V.P.
Palombo, Joseph R. 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.
Liberty Funds Trust I through
IX V.P.
Liberty Funds Services, Inc. Director
Liberty Funds Group LLC CAO; Ex. V.P.
Liberty Funds Distributor,
Inc. Director
AlphaTrade Inc. Director
Stein Roe & Farnham
Incorporated Exec. V.P.
Liberty Variable Investment
Trust V.P.
Liberty All-Star Equity Fund V.P.
Liberty All-Star Growth Fund,
Inc. V.P.
Colonial Insured Municipal Fund V.P.
Colonial California Insured
Municipal Fund V.P.
Colonial New York Insured
Municipal Fund V.P.
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund V.P.
Peishoff, William V.P.
Peterson, Ann T. V.P. Colonial Advisory Services,
Inc. V.P.
Pielech, Mitchell V.P.
Pietropaolo,
Vincent V.P.; Liberty Funds Group LLC Asst. Sec.
Asst.
Sec.;
Counsel
Pope, David V.P.
Quirk, Alison Sr. V.P.
Reading, John V.P.; Liberty Funds Services, Inc. Asst. Clerk
Asst. Liberty Funds Group LLC Asst. Sec.
Sec.; Colonial Advisory Services,
Asst. Inc. Asst. Clerk
Clerk and Liberty Funds Distributor,
Counsel Inc. Asst. Clerk
AlphaTrade Inc. Asst. Clerk
Liberty Funds Trust I through
IX 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.
Liberty Variable Investment
Trust Asst. Sec.
Liberty All-Star Equity Fund Asst. Sec.
Liberty All-Star Growth Fund,
Inc. Asst. Sec.
Colonial Insured Municipal Fund Asst. Sec
Colonial California Insured
Municipal Fund Asst. Sec
Colonial New York Insured
Municipal Fund Asst. Sec
Liberty-Stein Roe Advisor
Floating Rate Advantage Fund Asst. Sec
Rega, Michael V.P. Colonial Advisory Services,
Inc. V.P.
Richards, Scott B. Sr. V.P. Colonial Advisory Services,
Inc. Senior V.P.
Roye, Michael V.P.
Schermerhorn, Scott Sr. V.P.
Seibel, Sandra L. V.P. Colonial Advisory Services,
Inc. V.P.
Shields, Yvonne B. V.P. Stein Roe & Farnham
Incorporated V.P.
Smalley, Gregg 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 Sr.V.P. Colonial Advisory Services,
Inc. V.P.
Swayze, Gary Sr.V.P.
Thomas, Ronald V.P.
Turcotte,
Frederick J. V.P. Liberty Funds Services, Inc. V.P.
Liberty Funds Distributor, Inc. V.P.
Colonial Advisory Services,
Inc. V.P.
AlphaTrade Inc. V.P.
Liberty Funds Group LLC V.P.
Liberty Financial Services,
Inc. V.P.
Liberty Financial Companies,
Inc. V.P. and
Managing Dir
of Taxation
LREG, Inc. V.P.
Liberty Newport Holdings,
Limited V.P.
Newport Pacific Management,
Inc. V.P.
Newport Fund Management, Inc. V.P.
Newport Private Equity Asia,
Inc. V.P.
Independent Holdings, Inc. V.P.
IFS Agencies, Inc. V.P.
IFMG Agencies of Maine, Inc. V.P.
IFMG of Oklahoma, Inc. V.P.
IFS Agencies of Alabama, Inc. V.P.
IFS Agencies of New Mexico,
Inc. V.P.
IFS Insurance Agencies of
Ohio, Inc. V.P.
IFS Insurance Agencies of
Texas, Inc. V.P.
Liberty Securities Corporation V.P.
Stein Roe Services, Inc. V.P.
Stein Roe & Farnham
Incorporated V.P.
Stein Roe Futures, Inc. V.P.
Progress Investment Management
Company V.P.
Crabbe Huson Group, Inc. V.P.
Wallace, John R. V.P. Colonial Advisory Services,
Asst.Tres. Inc. Asst. Treas.
Liberty Funds Group LLC Asst. Treas.
Ware, Elizabeth M. V.P.
White, John V.P.
Wiley, Christine V.P.
Wiley, Peter V.P.
- ------------------------------------------------
*The Principal address of all of the officers and directors of the investment
advisor is One Financial Center, Boston, MA 02111.
<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.
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 Liberty
Funds Trust I, Liberty Funds Trust II, Liberty Funds Trust III,
Liberty Funds Trust IV, Liberty Funds Trust V, Liberty Funds Trust
VI, Liberty Funds Trust VII, Liberty Funds Trust IX, Liberty
Variable Investment Trust, Liberty-Stein Roe Advisor Trust, Stein
Roe Income Trust, Stein Roe Municipal Trust, Stein Roe Investment
Trust, Stein Roe Floating Rate Income Fund, Stein Roe
Institutional Floating Rate Income Fund, SteinRoe Variable 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
Babbitt, Debra V.P. and None
Comp. Officer
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
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
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
Evitts, Stephen V.P. None
Feldman, David Managing Director None
Fifield, Robert 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
Hodgkins, Joseph Sr. V.P. None
Huennekens, James 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
Lichtenberg, Susyn V.P. None
Martin, John Sr. V.P. None
Martin, Peter V.P. None
McCombs, Gregory Sr. V.P. None
McKenzie, Mary V.P. None
Menchin, Catherine Sr. V.P. None
Miller, Anthony V.P. None
Moberly, Ann R. Sr. V.P. None
Morse, Jonathan V.P. None
Nickodemus, Paul V.P. None
O'Shea, Kevin Managing Director None
Palombo, Joseph R. Director
Vice President
Piken, Keith V.P.
None
Place, Jeffrey Managing
Director None
Powell, Douglas V.P. None
Quirk, Frank V.P. None
Raftery-Arpino, Linda Sr. V.P. None
Ratto, Gregory V.P. None
Reed, Christopher B. Sr. V.P. None
Riegel, Joyce V.P. None
Robb, Douglas V.P. None
Santosuosso, Louise Sr. V.P. None
Schulman, David Sr. V.P. None
Scully-Power, Adam V.P. None
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
Torrisi, Susan V.P. None
VanEtten, Keith H. Sr. 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.
<PAGE>
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 LIBERTY FUNDS
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 has duly caused this Post-Effective
Amendment No. 114 to its Registration Statement under the Securities Act of 1933
and the Post-Effective Amendment No. 55 under the Investment Company Act of
1940, to be signed in this City of Boston, and The Commonwealth of Massachusetts
on this 28th day of February, 2000.
LIBERTY FUNDS 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 February 28, 2000
- -------------------- executive officer)
Stephen E. Gibson
J. KEVIN CONNAUGHTON Controller and Chief February 28, 2000
- --------------------- Accounting Officer
J. Kevin Connaughton
TIMOTHY J. JACOBY Treasurer and Chief February 28, 2000
- -------------------- Financial Officer
Timothy J. Jacoby
<PAGE>
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
Salvatore Macera February 28, 2000
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
Exhibit
(j)(1) Consent of Independent Auditors (Ernst & Young LLP)
(j)(2) Consent of Independent Auditors (KPMG LLP)
(j)(3) Consent of Independent Accountants (PricewaterhouseCoopers LLP)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectuses and "Independent Auditors" in the Statements of
Additional Information in Post-Effective Amendment Number 114 to the
Registration Statement (Form N-1A, No. 2-15184) of The Colonial Fund, Crabbe
Huson Equity Fund, Crabbe Huson Managed Income & Equity Fund, Crabbe Huson Real
Estate Investment Fund, Crabbe Huson Small Cap Fund, The Crabbe Huson Special
Fund, Inc., Crabbe Huson Contrarian Income Fund, and Crabbe Huson Oregon Tax
Free Fund, eight of a series of Liberty Funds Trust III.
We also consent to the incorporation by reference into the Statements of
Additional Information of our reports dated December 10, 1999 on the financial
statements included in the Annual Report of The Colonial Fund and the Annual
Report of the Crabbe Huson Funds, each a series of Liberty Funds Trust III, for
the year ended October 31, 1999.
ERNST & YOUNG LLP
Boston, Massachusetts
February 22, 2000
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 LLP
Boston, Massachusetts
February 22, 1999
Report of Independent Accountants
To the Trustees of Liberty Funds Trust III and the
Shareholders of The Colonial Fund
In our opinion, the statement of changes in net assets and the financial
highlights present fairly, in all material respects, the changes in net assets
and the financial highlights of The Colonial Fund (the "Fund"), a series of
Liberty Funds Trust III (formerly Colonial Trust III), for the years in the
period ending October 31, 1998, in conformity with generally accepted accounting
principles. This financial statement and the financial highlights (hereafter
referred to as "financial statements") are the responsibility of the Fund's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 11, 1998
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the inclusion in this Post-Effective Amendment No. 114 to
the registration statement on Form N-1A (the "Registration Statement") of our
report dated December 11, 1998, relating to the financial statements and
financial highlights which appear in the October 31, 1999 Annual Report to
Shareholders of The Colonial Fund, which is incorporated by reference into the
Registration Statement. We also consent to the references to us under the
headings "Financial Highlights" and "Independent Accountants" in such
Registration Statement.
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 25, 2000
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 114 to the registration statement on Form N-1A (the "Registration
Statement") of our reports dated December 13, 1999, relating to the financial
statements and financial highlights which appear in the October 31, 1999 Annual
Reports to Shareholders of Colonial Global Equity Fund, Colonial Global
Utilities Fund, Colonial International Horizons Fund, Colonial Select Value Fund
and Colonial Strategic Balanced Fund, which are also incorporated by reference
into the Registration Statement. We also consent to the references to us under
the headings "Financial Highlights" and "Independent Accountants" in such
Registration Statement.
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 25, 2000
