LIBERTY FUNDS TRUST III
497, 2001-01-03
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<PAGE>
                           CRABBE HUSON SMALL CAP FUND
                            CRABBE HUSON EQUITY FUND
                    CRABBE HUSON MANAGED INCOME & EQUITY FUND
                       CRABBE HUSON CONTRARIAN INCOME FUND

                                 CLASS I SHARES

                 SUPPLEMENT TO PROSPECTUSES DATED MARCH 1, 2000
           (REPLACING SUPPLEMENTS DATED MAY 5, 2000 AND JUNE 23, 2000)

The Funds' Prospectus is amended as follows:

(1)      Effective July 14, 2000, the Crabbe Huson Small Cap Fund changed its
         name to Liberty Contrarian Small Cap Fund; Crabbe Huson Equity Fund
         changed its name to Liberty Contrarian Equity Fund; Crabbe Huson
         Managed Income and Equity Fund changed its name to Liberty Contrarian
         Balanced Fund; Crabbe Huson Contrarian Income Fund changed its name to
         Liberty Contrarian Income Fund.

(2)      James E. Crabbe no longer manages the Liberty Contrarian Small Cap
         Fund.

(3)      The captions "Investment Advisor" and "Portfolio Managers" are revised
         in their entirety as follows:

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 $1.8 billion in assets.

For the 1999 fiscal year, aggregate advisory fees paid to Crabbe Huson by the
Liberty Contrarian Small Cap Fund, Liberty Contrarian Equity Fund, Liberty
Contrarian Balanced Fund and Liberty Contrarian Income Fund amounted to 0.66%,
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 John E. Maack, Jr. CFA, John W. Johnson CFA and Peter P. Belton
CFA. Mr. Maack is coordinator of the team. Mr. Maack was employed as a portfolio
manager and securities analyst from 1988 to July, 1999. After a brief
sabbatical, he returned to employment with Crabbe Huson in December, 1999 as
Director of Equities, Portfolio Manager and Analyst. Mr. Johnson, Portfolio
Manager and Analyst, joined Crabbe Huson in May, 1995. Prior to joining Crabbe
Huson, Mr. Johnson was a private investment banker from November, 1991 to May,
1995. Mr. Belton, Portfolio Manager and Analyst, joined Crabbe Huson in October,
1997. Prior to joining Crabbe Huson, Mr. Belton was a Vice President/Analyst at
Capital Management Associates from February, 1994 to September, 1997.

Management of the EQUITY portfolio is handled on a day-to-day basis by a team
consisting of John E. Maack, Jr. CFA, Robert E. Anton and Jeffrey D. Huffman
CFA. 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,
Portfolio Manager and Analyst, 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. Huffman, Portfolio
Manager and Analyst, joined Crabbe Huson in April, 2000. Prior to joining Crabbe
Huson, Mr. Huffman was a vice president and senior portfolio manager of WM
Advisors, Inc. from January, 1995 to March, 2000.

Management of the BALANCED portfolio 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, Paul
C. Rocheleau and Jeffrey D. Huffman CFA. 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, Portfolio Manager and Analyst, joined
Crabbe Huson in June, 1995. Prior to joining Crabbe Huson, Mr. Anton served for

<PAGE>
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. Mr. Rocheleau, Portfolio Manager and Analyst, joined Crabbe Huson
in December, 1992. Mr. Huffman, Portfolio Manager and Analyst, joined Crabbe
Huson in April, 2000. Prior to joining Crabbe Huson, Mr. Huffman was a vice
president and senior portfolio manager of WM Advisors, Inc. from January, 1995
to March, 2000

Management of the INCOME portfolio is handled on a day-to-day basis by a team
consisting of Messrs. Nisbet and Rocheleau. Mr. Nisbet, chief investment
officer, joined Crabbe Huson in April, 1995. Mr. Rocheleau, Portfolio Manager
and Analyst joined Crabbe Huson in December, 1992.




CHF-36/214E-1200
                                                               December 29, 2000
<PAGE>
<PAGE>
                           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

                  SUPPLEMENT TO PROSPECTUS DATED MARCH 1, 2000

      (REPLACING SUPPLEMENTS DATED MAY 5, 2000, JUNE 23, 2000, AUGUST 1, 2000,
OCTOBER 23, 2000 AND NOVEMBER 7, 2000)

The Funds' Prospectus is amended as follows:

(1)      Effective July 14, 2000, Crabbe Huson Small Cap Fund changed its name
         to Liberty Contrarian Small Cap Fund; Crabbe Huson Special Fund changed
         its name to Liberty Special Fund; Crabbe Huson Equity Fund changed its
         name to Liberty Contrarian Equity Fund; Crabbe Huson Managed Income &
         Equity Fund changed its name to Liberty Contrarian Balanced Fund; and
         Crabbe Huson Contrarian Income Fund changed its name to Liberty
         Contrarian Income Fund.

(2)      James E. Crabbe no longer manages the Liberty Contrarian Small Cap Fund
         and the Liberty Special Fund and as a result, the first paragraph under
         the caption PORTFOLIO MANAGERS is deleted and replaced with the
         following:

         Management of the SMALL CAP and SPECIAL FUND portfolios are handled on
         a day-to-day basis by a team consisting of John E. Maack, Jr. CFA, John
         W. Johnson CFA and Peter P. Belton CFA. Mr. Maack is coordinator of the
         team. Mr. Maack was employed as a portfolio manager and securities
         analyst from 1988 to July, 1999. After a brief sabbatical, he returned
         to employment with Crabbe Huson in December, 1999 as Director of
         Equities, Portfolio Manager and Analyst. Mr. Johnson, Portfolio Manager
         and Analyst, joined Crabbe Huson in May, 1995. Prior to joining Crabbe
         Huson, Mr. Johnson was a private investment banker from November, 1991
         to May, 1995. Mr. Belton, Portfolio Manager and Analyst, joined Crabbe
         Huson in October, 1997. Prior to joining Crabbe Huson, Mr. Belton was a
         Vice President/Analyst at Capital Management Associates from February,
         1994 to September, 1997.



(3)      The information under the caption PERFORMANCE HISTORY is revised for
         each of the Funds as follows:
<PAGE>
UNDERSTANDING PERFORMANCE

CALENDAR YEAR TOTAL RETURNS show 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 RETURNS are a measure of the Fund's performance over the
past one-year, five-year and ten-year periods. They include 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 (LIBERTY SPECIAL FUND)
--------------------------------------------------------------------------------
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
excluding sales charges. The performance table following the bar chart shows how
the Fund's average annual returns for Class A, including sales charges, 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 CHART]


<TABLE>
<CAPTION>
Year
----
<S>               <C>
1990                3.82%
1991               17.08%
1992               33.38%
1993               34.54%
1994               11.72%
1995               10.79%
1996                5.92%
1997               11.28%
1998              -42.85%
1999                8.14%
</TABLE>


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>
<PAGE>
UNDERSTANDING PERFORMANCE

CALENDAR YEAR TOTAL RETURNS show 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 RETURNS are a measure of the Fund's performance over the
past one-year, five-year and ten-year periods. They include 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
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 (LIBERTY CONTRARIAN EQUITY FUND)
--------------------------------------------------------------------------------
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
excluding sales charges. The performance table following the bar chart shows how
the Fund's average annual returns for Class A, B and C shares, including sales
charges, 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)
          [BAR CHART]

<TABLE>
<CAPTION>
Year
----
<S>               <C>
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%
</TABLE>

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(10)          11.41(10)          13.15(10)
--------------------------------------------------------------------------------
   Class C (%)                   8.53(10)          11.67(10)          13.15(10)
--------------------------------------------------------------------------------
   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.
<PAGE>
UNDERSTANDING PERFORMANCE

CALENDAR YEAR TOTAL RETURNS show 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 RETURNS are a measure of the Fund's performance over the
past one-year, five-year and ten-year periods. They include 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 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 (LIBERTY CONTRARIAN BALANCED FUND)
--------------------------------------------------------------------------------
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
excluding sales charges. The performance table following the bar chart shows how
the Fund's average annual returns for Class A, B and C shares, including sales
charges, 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>
<CAPTION>
Year
----
<S>                 <C>
1990               -0.79%
1991               20.80%
1992               12.20%
1993               18.20%
1994               -0.84%
1995               21.00%
1996                6.84%
1997               19.19%
1998               -0.18%
1999                6.16%
</TABLE>


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 (%)                     0.58(15)           9.73(15)           9.80(15)
--------------------------------------------------------------------------------
Class C (%)                     4.45(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>



(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.
<PAGE>
UNDERSTANDING PERFORMANCE

CALENDAR YEAR TOTAL RETURNS show 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 RETURNS are a measure of the Fund's performance over the
past one-year, five-year and ten-year periods. They include 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 (LIBERTY CONTRARIAN INCOME FUND)
--------------------------------------------------------------------------------
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
excluding sales charges. The performance table following the bar chart shows how
the Fund's average annual returns for Class A, B, and C, including sales
charges, 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)
           [BAR CHART]

<TABLE>
<CAPTION>
Year
----
<S>                 <C>
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%
</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>
                                         1 YEAR       5 YEARS       10 YEARS
<S>                                      <C>          <C>          <C>

 Class A (%)                               -5.40         6.69        6.35
--------------------------------------------------------------------------------
 Class B (%)                               -5.52(20)     7.40(20)    6.85(20)
--------------------------------------------------------------------------------
 Class C (%)                               -1.72(20)     7.41(20)    6.86(20)
--------------------------------------------------------------------------------
 Lehman Index (%)                          -2.15         7.61        7.65
--------------------------------------------------------------------------------
 Lipper Average (%)                        -2.59         6.89        7.29
</TABLE>



(20) 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
     September 15, 1999.
<PAGE>
(4)      Under the section "Sales Charges" the first Class B sales charges table
         is replaced in its entirety by the following two tables:

PURCHASES OF LESS THAN $250,000:


ALL FUNDS EXCEPT CRABBE HUSON CONTRARIAN INCOME FUND

<TABLE>
<CAPTION>
                                                          % DEDUCTED WHEN
HOLDING PERIOD AFTER PURCHASE                             SHARES ARE SOLD
<S>                                                       <C>

Through first year                                             5.00
--------------------------------------------------------------------------------
Through second year                                            4.00
--------------------------------------------------------------------------------
Through third year                                             3.00
--------------------------------------------------------------------------------
Through fourth year                                            3.00
--------------------------------------------------------------------------------
Through fifth year                                             2.00
--------------------------------------------------------------------------------
Through sixth year                                             1.00
--------------------------------------------------------------------------------
Longer than six years                                          0.00
</TABLE>

Commission to financial advisors is 5.00%
Automatic conversion to Class A shares is eight years after purchase.

PURCHASES OF LESS THAN $250,000:


CRABBE HUSON CONTRARIAN INCOME FUND

<TABLE>
<CAPTION>
                                                          % DEDUCTED WHEN
HOLDING PERIOD AFTER PURCHASE                             SHARES ARE SOLD
<S>                                                       <C>

Through first year                                             5.00
--------------------------------------------------------------------------------
Through second year                                            4.00
--------------------------------------------------------------------------------
Through third year                                             3.00
--------------------------------------------------------------------------------
Through fourth year                                            3.00
--------------------------------------------------------------------------------
Through fifth year                                             2.00
--------------------------------------------------------------------------------
Through sixth year                                             1.00
--------------------------------------------------------------------------------
Longer than six years                                          0.00
</TABLE>

Commission to financial advisors is 4.00%
Automatic conversion to Class A shares is eight years after purchase.

(5)      The footnote to the table "Class A Sales Charges" under the sub-caption
         SALES CHARGES under the section YOUR ACCOUNT is revised as follows:

Class A shares bought without an initial sales charge in accounts aggregating $1
million to $25 million at the time of purchase are subject to a 1.00% CDSC if
the shares are sold within 18 months of the time of purchase. Subsequent Class A
purchases that bring your account value above $1 million are subject to a CDSC
if redeemed within 18 months of the date of purchase. The 18-month period
begins on the first day of the month following each purchase. The CDSC does not
apply to retirement plans purchased through a fee-based program.

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

<TABLE>
<CAPTION>
AMOUNT PURCHASED                          COMMISSION %

<S>                                       <C>
First $3 million                             1.00
$3 million to less than $5 million           0.80
$5 million to less than $25 million          0.50
$25 million or more                          0.25
</TABLE>
<PAGE>
The commission to financial advisors for Class A share purchases of $25 million
or more is paid over 12 months but only to the extent the shares remain
outstanding.

For Class A share purchases by participants in certain group retirement plans
offered through a fee-based program, financial advisors receive a 1.00%
commission from the distributor on all purchases of less than $3 million.

(6)      Under the section "Sales Charges" the second Class B sales charges
         table is revised in its entirety as follows:

PURCHASES OF $250,000 TO LESS THAN $500,000:


THE FUNDS

<TABLE>
<CAPTION>
                                                          % DEDUCTED WHEN
HOLDING PERIOD AFTER PURCHASE                             SHARES ARE SOLD

<S>                                                       <C>
Through first year                                             3.00
--------------------------------------------------------------------------------
Through second year                                            2.00
--------------------------------------------------------------------------------
Through third year                                             1.00
--------------------------------------------------------------------------------
Longer than four years                                         0.00
</TABLE>

Commission to financial advisors is 2.50%.
Automatic conversion to Class A shares is eight years after purchase.

(7)      The paragraph under the caption HOW TO EXCHANGE SHARES is revised in
         its entirety as follows:

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. Shareholders
of Liberty Acorn funds that qualify to purchase Class A shares at net asset
value may exchange their Class A shares for Class Z shares of another fund
distributed by Liberty Funds Distributor, Inc. (see the Statement of Additional
Information for a description of these situations). 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.



CHF-36/212E-1200                                              December 29, 2000
<PAGE>
                              LIBERTY SPECIAL FUND
                                 CLASS I SHARES

                         SUPPLEMENT TO PROSPECTUS DATED
                                NOVEMBER 1, 2000

James E. Crabbe no longer manages the Fund and as a result, the paragraphs under
the caption PORTFOLIO MANAGERS are deleted and replaced with the following:

Management of the Fund portfolio is handled on a day-to-day basis by a team
consisting of John E. Maack, Jr. CFA, John W. Johnson CFA and Peter P. Belton
CFA. Mr. Maack is coordinator of the team. Mr. Maack was employed as a portfolio
manager and securities analyst from 1988 to July, 1999. After a brief
sabbatical, he returned to employment with Crabbe Huson in December, 1999 as
Director of Equities, Portfolio Manager and Analyst. Mr. Johnson, Portfolio
Manager and Analyst, joined Crabbe Huson in May, 1995. Prior to joining Crabbe
Huson, Mr. Johnson was a private investment banker from November, 1991 to May,
1995. Mr. Belton, Portfolio Manager and Analyst, joined Crabbe Huson in October,
1997. Prior to joining Crabbe Huson, Mr. Belton was a Vice President/Analyst at
Capital Management Associates from February, 1994 to September, 1997.





743-36/215E-1200                                               December 29, 2000
<PAGE>
<PAGE>
                          CRABBE HUSON CONTRARIAN FUND

                             CLASS A, B AND C SHARES

                  SUPPLEMENT TO PROSPECTUSES DATED FEBRUARY 18,
                2000 (REPLACING SUPPLEMENTS DATED JUNE 23, 2000,
                      AUGUST 1, 2000 AND OCTOBER 23, 2000)

The Fund's Prospectus is amended as follows:

(1)      Effective July 14, 2000, the Crabbe Huson Contrarian Fund changed its
         name to Liberty Contrarian Fund.

(2)      James E. Crabbe no longer manages the Liberty Contrarian Fund and as a
         result, the caption PORTFOLIO MANAGERS is revised in its entirety as
         follows:

PORTFOLIO MANAGER
--------------------------------------------------------------------------------
The Fund is managed by John E. Maack, Jr CFA. Mr. Maack was employed as a
portfolio manager and securities analyst by Crabbe Huson from 1988 to July,
1999. After a brief sabbatical, he returned to employment with Crabbe Huson in
December, 1999 as Director of Equities, Portfolio Manager and Analyst.

(3)      The footnote to the table "Class A Sales Charges" under the sub-caption
         SALES CHARGES under the section YOUR ACCOUNT is revised as follows:

Class A shares bought without an initial sales charge in accounts aggregating $1
million to $25 million at the time of purchase are subject to a 1.00% CDSC if
the shares are sold within 18 months of the time of purchase. Subsequent Class A
purchases that bring your account value above $1 million are subject to a CDSC
if redeemed within 18 months of the date of purchase. The 18-month period begins
on the first day of the month following each purchase. The CDSC does not apply
to retirement plans purchased through a fee-based program.

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

<TABLE>
<CAPTION>
AMOUNT PURCHASED                           COMMISSION %
<S>                                        <C>

First $3 million                              1.00
$3 million to less than $5 million            0.80
$5 million to less than $25 million           0.50
$25 million or more                           0.25
</TABLE>

The commission to financial advisors for Class A share purchases of $25 million
or more is paid over 12 months but only to the extent the shares remain
outstanding.

For Class A share purchases by participants in certain group retirement plans
offered through a fee-based program, financial advisors receive a 1.00%
commission from the distributor on all purchases of less than $3 million.

(4)      The paragraph under the caption HOW TO EXCHANGE SHARES is revised in
         its entirety as follows:

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. Shareholders
of Liberty Acorn funds that qualify to purchase Class A shares at net asset
value may exchange their Class A shares for Class Z shares of another fund
distributed by Liberty Funds Distributor, Inc. (see the Statement of Additional
Information for a description of these situations). 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
<PAGE>
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.

739-36/213E-1200
                                                               December 29, 2000



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