LIBERTY FUNDS TRUST III
497, 2001-01-16
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                   ONE FINANCIAL CENTER BOSTON MA 02111-2621


                           Colonial Global Equity Fund
                  Supplement to Prospectus dated March 1, 2000
            (Replacing Supplements dated June 5, 2000, June 23, 2000
                      August 1, 2000 and October 23, 2000)

The Fund's Prospectus is amended as follows:

1)       Effective July 14, 2000, the Fund changed its name to "Liberty Newport
         Global Equity Fund."

2)       Effective  January 1, 2001 Ophelia  Barsketis  and Deborah A. Jansen no
         longer  co-manage the Fund and Charles R. Roberts and Erik P. Gustafson
         began co-managing the Fund. The caption "PORTFOLIO MANAGER" is replaced
         in its entirety as follows:

         PORTFOLIO MANAGERS
         Charles  R.  Roberts,  a  senior  vice  president  of the  advisor  and
         co-manager  for the Fund.  Mr.  Roberts is also  managing  director  of
         international  equities and senior vice  president  of Newport  Pacific
         Management,  Inc.  (Newport  Pacific),  the immediate parent of Newport
         Fund  Management,  Inc.  (Newport).  Mr. Roberts has been employed with
         Newport and Newport Pacific since November,  1998 and has managed other
         international  funds in the  Liberty  group of funds  since  that time.
         Prior to joining Newport and Newport  Pacific,  he managed the European
         component of  institutional  international  equity accounts at Progress
         Investment  Management (Progress) since 1997. Prior to joining Progress
         in  1997,   he  managed  the  European   component   of   institutional
         international equity accounts and was a member of the investment policy
         committee at Sit/Kim International since 1994.

         Erik  P.  Gustafson,  a  senior  vice  president  of the  advisor  and
         co-manager  of the  Fund.  Mr.  Gustafson  joined  Stein Roe & Farnham
         Incorporated  (Stein Roe),  an affiliate of the advisor,  in 1992 as a
         portfolio  manager for  privately  managed  accounts.  He holds a B.A.
         degree from the  University  of Virginia and M.B.A.  and J.D.  degrees
         from Florida State University.

3)       Effective  June 5, 2000,  the following  caption is replaced in its
         entirety as follows:

         YOUR EXPENSES
         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 1.40%. As a result,  the actual management fee for
         each share  class would be 0.85% and the total  annual  fund  operating
         expenses  (exclusive  of  distribution  and  service  fees,   brokerage
         commissions,  interest,  taxes and extraordinary  expenses, if any) for
         each of the Class A, B and C shares  would be 1.40%.  This  arrangement
         may be terminated by the advisor at any time.

4)       Effective  June 5,  2000,  the  following  information  is added to the
         existing information under the caption "INVESTMENT ADVISORS."

         Investment Advisor. On March 15, 2000, Colonial started using Newport's
         trading  facilities to buy and sell foreign  securities  for the Fund's
         portfolio. Newport executes all trades under its own procedures.

5)       Effective  October  23,  2000,  the  following  caption is  replaced in
         its entirety as follows:

         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.  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.

6)       Effective  August 1, 2000,  the  footnote  to the table  "Class A Sales
         Charges" under the caption "Sales Charges" is revised as follows:

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

         The  following  table  replaces the table  "Purchases  Over $1 Million"
         under the subcaption "Sales Charges" in the "Your Account" section:

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

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

         For Class A share purchases by participants in certain group retirement
         plans offered through a fee-based program, financial advisors receive a
         1%  commission  from the  distributor  on all purchases of less than $3
         million.
781-36/450E-0101                                          January 19, 2001



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