COLONIAL TRUST II /
497, 1998-12-10
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November 30, 1998

NEWPORT TIGER CUB FUND

NEWPORT JAPAN OPPORTUNITIES FUND

NEWPORT GREATER CHINA FUND
CLASS Z SHARES

PROSPECTUS

BEFORE YOU INVEST

Colonial Management Associates, Inc. (Administrator) and your full-service 
financial advisor want you to understand both the risks and benefits of mutual 
fund investing.

While  mutual  funds  offer  significant  opportunities  and are  professionally
managed,  they also carry risks  including  possible loss of  principal.  Unlike
savings  accounts and  certificates of deposit,  mutual funds are not insured or
guaranteed by any financial institution or government agency.

Please consult your full-service financial advisor to determine how investing in
these mutual funds may suit your unique needs, time horizon and risk tolerance.

Newport  Tiger Cub Fund (Cub Fund) and Newport Japan  Opportunities  Fund (Japan
Fund) are a  diversified  portfolio  of Colonial  Trust II (Trust),  an open-end
management   investment  company.   Newport  Greater  China  Fund  (China  Fund)
(collectively   with  the  Cub  Fund  and  the  Japan  Fund,  the  Funds)  is  a
non-diversified portfolio of the Trust.

The Cub Fund  seeks  capital  appreciation  by  investing  primarily  in  equity
securities   of  small   companies   (i.e.,   companies   with   equity   market
capitalizations  of U.S. $1 billion or less)  located in the nine Tigers of Asia
(Hong Kong, Singapore, South Korea, Taiwan, Malaysia,  Thailand,  Indonesia, The
People's Republic of China and the Philippines).

The Japan Fund seeks  capital  appreciation  by  investing  primarily  in equity
securities of Japanese companies.

The China Fund seeks  long-term  growth of capital  by  investing  primarily  in
equity securities of companies located in, or which derive a substantial portion
of their  revenue from  business  activity  with or in, the Greater China Region
(i.e., Hong Kong, The People's Republic of China and Taiwan).


                                                             JO-01/309G-1198

Each Fund is managed by Newport Fund Management, Inc. (Advisor), an investment 
advisor since 1984 and an affiliate of the Administrator.

This Prospectus  explains concisely what you should know before investing in the
Class Z  shares  of the  Funds.  Read it  carefully  and  retain  it for  future
reference.  More  detailed  information  about  the  Funds is  contained  in the
November 30, 1998, Statement of Additional Information which has been filed with
the Securities and Exchange Commission (SEC) and is obtainable free of charge by
calling  the  Administrator  at  1-800-426-3750.  The  Statement  of  Additional
Information is  incorporated by reference in (which means it is considered to be
a part of) this Prospectus.

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 (i) investors who were Class I 
shareholders of the SoGen International Fund, SoGen Overseas Fund or SoGen Gold 
Fund as of the reorganization of these funds into Colonial Trust II and (ii) 
clients of investment advisory affiliates of the Distributor, provided
that these clients meet certain criteria established by the Distributor and its 
affiliates.


Contents                                              Page
Summary of Expenses
The Funds' Financial History
The Funds' Investment Objectives
How the Funds Pursue Their Objectives
   and Certain Risk Factors
Investment Techniques and Additional
   Risk Factors
How the Funds Measure Their
   Performance
How the Funds are Managed
Year 2000
How the Funds Value Their Shares
Distributions and Taxes
How to Buy Shares
How to Sell Shares
How to Exchange Shares
Telephone Transactions
Organization and History


The SEC maintains a Web site (http://www.sec.gov) that contains the Statement of
Additional  Information,  materials that are incorporated by reference into this
Prospectus and the Statement of Additional  Information,  and other  information
regarding the Funds.

- ----------------------------- --------------------------

      NOT FDIC-INSURED        MAY LOSE VALUE
                              NO BANK GUARANTEE

- ----------------------------- --------------------------

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SEC NOR HAS THE
SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.


<PAGE>


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  through  the
Distributor or through a mutual fund "supermarket," third party administrator or
other financial  adviser;  (ii) any insurance  company or bank purchasing shares
for its own account, endowment or foundation, which initially invests, on behalf
of its  clients,  at  least $5  million  in  Class Z  shares  of the  Fund  (the
Distributor  may accept smaller  initial  purchases if it believes,  in its sole
discretion,  that the investor will make additional investments which will cause
its total investment to exceed $5 million in a reasonable period of time); (iii)
certain retirement plans established for the benefit of employees of the Advisor
and employees of the Advisor's affiliates;  and (iv) any fund distributed by the
Distributor,  if the fund seeks to achieve its investment objective by investing
primarily in shares of the Fund and other affiliated  funds.  Class Z shares are
subject to a 2.00%  contingent  redemption fee on redemptions and exchanges made
within five business days of purchase.

<PAGE>




SUMMARY OF EXPENSES
Expenses are one of several  factors to consider when  investing in a Fund.  The
following  tables  summarize  your  maximum  transaction  costs and your  annual
expenses,  adjusted to reflect  current fees,  for an investment in each Class Z
shares  of each  Fund.  See "How  the  Funds  are  Managed"  for  more  complete
descriptions of the Funds' various costs and expenses.

Shareholder Transaction Expenses(1)(2)

                                         Cub Fund, Japan Fund and China Fund
                                       ---------------------------------------
                                                       Class Z
Maximum Initial Sales Charge Imposed 
   on a Purchase (as a % of offering price)             0.00%
Maximum Contingent Deferred Sales Charge
   (as a % of offering price)                           0.00%
Maximum Contingent Redemption Fee (3)(4)                2.00%

(1) For accounts less than $1,000 an annual fee of $10 may be deducted. See "How
    to Buy Shares." 
(2) Redemption  proceeds  exceeding $500 sent via federal funds wire will be 
    subject to a $7.50 charge per transaction.
(3) Does not apply to reinvested distributions.
(4) A  contingent  redemption  fee in the  amount  of  2.00% is  imposed  on
    redemptions  and  exchanges of Fund shares  purchased  and held for five
    business days or less. See "Contingent Redemption Fee" under the caption
    "How to Sell Shares."

Annual Operating Expenses (as a % of average net assets)
                                                                Cub Fund
                                                             --------------
                                                                 Class Z
Management and administration fees (after fee waiver)(5)          0.38%
12b-1 fee                                                         0.00
Other expenses                                                    1.62
                                                                  ----
Total operating expenses (after fee waiver)(5)                    2.00%
                                                                  =====

                                                               Japan Fund
                                                             --------------
                                                                 Class Z
Management and administration fees (after fee waiver)(6)           0.48%
12b-1 fees                                                         0.00
Other expenses                                                     1.27
                                                                   ----
Total operating expenses (after fee waiver)(6)                     1.75%
                                                                   =====

                                                                China Fund
                                                              ---------------
                                                                  Class Z
Management and administration fee (after fee waiver)(7)            1.09%
12b-1 fees                                                         0.00
Other expenses                                                     0.81
                                                                   ----
Total operating expenses (after fee waiver)(7)                     1.90%
                                                                   =====

(5) The Advisor and Administrator  have voluntarily  agreed to waive or bear
    certain Fund  expenses  until  further  notice to the Fund.  Absent such
    agreement,  the  "Management  and  administration  fees" would have been
    1.40% and "Total operating expenses" would have been 3.02% .
(6) The Advisor and Administrator  have voluntarily  agreed to waive or bear
    certain Fund  expenses  until  further  notice to the Fund.  Absent such
    agreement,  the  "Management  and  administration  fees" would have been
    1.20% and "Total operating expenses" would have been 2.47%.
(7) The Advisor and Administrator  have voluntarily  agreed to waive or bear
    certain Fund  expenses  until  further  notice to the Fund.  Absent such
    agreement,  the  "Management  and  administration  fees" would have been
    1.40% and "Total operating expenses" would have been 2.21%.

Example
The following  Example shows the cumulative  transaction and operating  expenses
attributable to a hypothetical  $1,000 investment in Class Z shares of each Fund
for the periods  specified,  assuming a 5% annual return and,  unless  otherwise
noted,  redemption at period end. This example uses the fees and expenses in the
tables  above and gives  effect to the fee waivers  and  expense  reimbursements
described  above.  The 5% return  and  expenses  in this  Example  should not be
considered  indicative of actual or expected Fund performance or expenses,  both
of which will vary.

                   Cub Fund
                    Class Z
Period:
1 year                $20
3 years               $63
5 years              $108
10 years             $233

Without  voluntary fee reductions,  the amounts would be $30, $93, $159 and $334
for 1, 3, 5 and 10 years, respectively.

                     Japan Fund
                      Class Z
Period:
1 year                  $ 18
3 years                 $ 55
5 years                 $ 95
10 years                $206

Without  voluntary fee reductions,  the amounts would be $25, $77, $132 and $281
for 1, 3, 5 and 10 years, respectively.

                 China Fund
                   Class Z
Period:
1 year              $ 19
3 years             $ 60
5 years             $103
10 years            $222

Without  voluntary fee reductions,  the amounts would be $22, $69, $118 and $254
for 1, 3, 5 and 10 years, respectively.


<PAGE>


THE FUNDS' FINANCIAL HISTORY
The following  financial  highlights for a Class Z share outstanding  throughout
each period have been derived from the Funds' financial  statements,  which have
been  audited by  PricewaterhouseCoopers  LLP,  independent  accountants.  Their
unqualified  report  is  included  in each  Fund's  1998  Annual  Report  and is
incorporated by reference into the Statement of Additional Information.

                                                      Cub Fund
                                                       CLASS Z
                                       -----------------------------------------
                                       Year ended                   Period ended
                                       August 31                      August 31
                                       ---------------------    ----------------
                                        1998           1997            1996(c)
                                        ----           ----            ----
Net asset value - Beginning of period   $9.130        $9.320          $10.000
                                       -------       -------          -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(a)(b)              0.132(d)      0.083(f)         0.021
Net realized and unrealized loss        (5.342)       (0.273)          (0.701)
                                        -------       -------         -------
    Total from Investment Operations    (5.210)       (0.190)         (0.680)
                                        -------       -------         -------
Net asset value - End of period         $3.920        $9.130           $9.320
                                       =======       =======           ======
Total return(e)(g)                     (57.06)%       (2.04)%         (6.80)%(h)
                                       ========      =======           ======
RATIOS TO AVERAGE NET ASSETS
Expenses(i)                             2.00%          2.00%            2.00%(j)
Net investment income (loss)(i)         2.00%          0.87%            0.87%(j)
Fees and expenses waived or borne
  by the Advisor/Administrator(i)       1.02%          1.09%            5.16%(j)
Portfolio turnover                        56%            96%               3%(h)
Net assets at end of period (000)        $23         $1,203            $1,166

(a) Net of fees and expenses waived
    or borne by the Advisor/
    Administrator which amounted to:   $0.067        $0.105            $0.123
(b) Per share data was calculated using average shares outstanding during the 
    period.
(c) The Fund commenced investment operations on June 3, 1996.
(d) Includes  distributions  from China Hong Kong  Photo  Products,  Dickson
    Concepts International Ltd., Four Seas Merchantile, Hang Seng Bank Ltd.,
    Hon Kwok Land Investment, Li & Fung Ltd., Sa Sa International, Ltd., Sun
    Hung  Kai  Properties  Ltd.  and  Varitronix  International  Ltd.  which
    amounted to $0.016,  $0.013,  $0.013,  $0.014,  $0.012,  $0.014, $0.014,
    $0.013, $0.017 per share, respectively.
(e) Total return at net asset value  assuming all  distributions  reinvested
    and no initial sales charge or contingent deferred sales charge.
(f) Includes distributions from Srithai Superware Public Co., Ltd. and 
    Varitronix International Ltd. which amounted to $0.039 per share.
(g) Had the Advisor/Administrator not waived or reimbursed a portion of 
    expenses, total return would have been reduced.
(h) Not annualized.
(i) The  benefits   derived  from  custody   credits  and  directed   brokerage
    arrangements had no impact. 
(j) Annualized.

<PAGE>

THE FUNDS' FINANCIAL HISTORY (CONT'D)

                                                     Japan Fund
                                                        Class Z
                                   ---------------------------------------------
                                              Year ended            Period ended
                                              August 31              August 31
                                   --------------------------  -----------------
                                          1998          1997         1996 (c)
                                          ----          ----         --------
Net asset value - Beginning of period    $10.070       $9.720       $10.000
                                         ========     =======       ======== 
INCOME FROM INVESTMENT
   OPERATIONS:
Net investment income (loss) (a)(b)      (0.080)      (0.069)        (0.010)
Net realized and unrealized gain (loss)  (1.258)       0.419         (0.270)
                                         -------      -------        -------
    Total from Investment Operations     (1.338)       0.350         (0.280)
                                         -------      -------        -------
LESS DISTRIBUTIONS DECLARED
   TO SHAREHOLDERS:
From net realized gains                  (0.022)        ----            ----
                                                      -------        -------
Net asset value - End of period          $8.710       $10.070        $9.720
                                         ======       =======        =======
Total return (d)(e)                     (13.30)%       3.60%         (2.80)%(f)
                                       ========       =======        =======
RATIOS TO AVERAGE NET ASSETS
Expenses (g)                             1.75%         1.75%           1.75%(h)
Net investment loss (g)                 (0.87)%       (0.68)%         (0.41)%(h)
Fees and expenses waived or borne by
  the Adviser/Administrator (g)          0.72%         1.79%           9.13%(h)
Portfolio turnover                        24%            20%           0%
Net assets at end of period (000)      $1,444        $1,488           $1,214

(a) Net of fees and expenses waived 
    or borne by the Advisor/
    Administrator which amounted to:   $0.066        $0.180            $0.230
(b) Per share data was calculated  using average shares  outstanding  during the
    period. 
(c) The Fund commenced investment  operations on June 3, 1996. 
(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/Administrator  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) Annualized.

<PAGE>

THE FUNDS' FINANCIAL HISTORY (CONT'D)


                                                    China Fund
                                          ---------------------------------
                                                       Class Z
                                          ---------------------------------
                                                     Period ended
                                                       August 31
                                          -----------------  --------------
                                               1998            1997(e)
                                               ----            -------
Net asset value - Beginning of period         $17.910          $13.340
                                              --------         -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (a)(b)                   0.123(c)         0.065(d)
Net realized and unrealized gain (loss)      (11.586)           4.505(k)
    Total from Investment Operations         (11.463)           4.570
                                             --------           -----
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net realized gains                       (0.067)            ----
                                              -------          ------
Net asset value - End of period               $6.380          $17.910
                                              =======         =======
Total return (f)(g)                          (64.19)%          34.29%(h)
                                              =======         =======
RATIOS TO AVERAGE NET ASSETS
Expenses (i)                                   1.90%            1.90%(j)
Net investment income (i)                      0.99%            1.14%(j)
Fees and expenses waived or borne by 
   the  Advisor/Administrator (i)              0.31%            0.59%(j)
Portfolio turnover                              58%                4%(g)
Net assets at end of period (000)               $49             $135

(a) Net of fees and expenses waived or borne
    by the Advisor/Administrator 
    which amounted to:                        $0.039             $0.034
(b) Per share data was calculated using average shares outstanding during the 
    period.
(c) Includes distribution from Cheung Kong Holdings Ltd., Citic Pacific Ltd,
    Guangshen  Railway Co., Ltd. and Henderson Land  Development  Co., Ltd.,
    which  amounted  to  $0.019,   $0.036,  $0.018  and  $0.020  per  share,
    respectively.
(d) Includes  distributions  from  China  Light & Power Co.  Ltd.,  Dah Sing
    Financial,  Glorious  Sun  Enterprises  and Hang Seng  Bank  Ltd.  which
    amounted to $0.078 per share.
(e) The Fund commenced  investment  operations on May 12, 1997. The activity
    shown is from the effective date of registration (May 16, 1997) with the
    SEC.  The per  share  information  reflects  the  1.5 for 1 stock  split
    effective July 25, 1997.
(f) Total return at net asset value assuming all distributions reinvested and no
    initial  sales  charge  or  contingent   deferred  sales  charge.  
(g) Had the Advisor/Administrator not waived or reimbursed a portion of 
    expenses,  total return would have been reduced.
(h) Not annualized.
(i) The  benefits   derived  from  custody   credits  and  directed   brokerage
    arrangements had no impact. 
(j) Annualized.
(k) The amount shown for a share  outstanding  does not correspond  with the
    aggregate  net loss 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.

Further  performance  information  is contained in each Fund's  Annual Report to
shareholders, which is obtainable free of charge by calling 1-800-426-3750.

<PAGE>

THE FUNDS' INVESTMENT OBJECTIVES

The Cub Fund  seeks  capital  appreciation  by  investing  primarily  in  equity
securities   of  small   companies   (i.e.,   companies   with   equity   market
capitalizations  of U.S. $1 billion or less)  located in the nine Tigers of Asia
(Hong Kong, Singapore, South Korea, Taiwan, Malaysia,  Thailand,  Indonesia, The
People's   Republic  of  China  and  the  Philippines)   ("Small  Company  Tiger
Securities").

The Japan Fund seeks  capital  appreciation  by  investing  primarily  in equity
securities of Japanese companies.

The China Fund seeks  long-term  growth of capital  by  investing  primarily  in
equity securities of companies located in, or which derive a substantial portion
of their  revenue from  business  activity  with or in, the Greater China Region
(i.e., Hong Kong, The People's Republic of China and Taiwan).

HOW THE FUNDS PURSUE THEIR OBJECTIVES AND CERTAIN RISK FACTORS

Cub  Fund.  The  Cub  Fund  seeks  to  invest  in  companies  with  consistently
above-average  earnings growth.  Normally, the Cub Fund will invest at least 65%
of its total assets in Small Company Tiger  Securities.  The Cub Fund may invest
up to 35% of its total assets in equity  securities  of large  companies  (i.e.,
companies  with  equity  market  capitalizations  of more than U.S.  $1 billion)
located in the nine Tigers of Asia ("Large Company Tiger Securities"). Small and
Large Company Tiger  Securities  include  common and preferred  stock,  warrants
(rights) to purchase stock,  debt securities  convertible into stock,  sponsored
and unsponsored  American  Depositary  Receipts  (receipts issued in the U.S. by
banks or trust companies evidencing ownership of underlying foreign securities),
Global Depositary  Receipts (receipts issued by foreign banks or trust companies
evidencing  ownership of underlying foreign securities) and shares of closed-end
investment  companies that invest primarily in the foregoing  securities.  It is
presently  anticipated  that a large  portion of the Cub Fund's  assets  will be
invested  in  companies  located  in Hong  Kong  and  Singapore,  which  are not
considered by the Advisor to be emerging markets.  However,  investments in Hong
Kong will involve special risks. See "Investment  Techniques and Additional Risk
Factors  --Hong  Kong"  below.  The  remaining  countries  in which the Cub Fund
invests  are  considered  to  be  emerging   markets.   Investments  in  foreign
securities,  generally,  and  especially  in  emerging  market  securities  in a
particular  region,  involve  special  risks.  See "Regional  Concentration  and
Trends,"  "Foreign  Investments," and "Emerging  Markets" below.  Investments in
small company  securities  also involve  special  risks.  See "Small  Companies"
below. Dividend income will not be considered in choosing the investments of the
Cub Fund.

Japan Fund. The Japan Fund normally invests  substantially  all of its assets in
equity securities of well-established  Japanese companies (i.e.,  companies with
equity  market  capitalizations  in  excess  of  U.S.  $200  million)  (Japanese
Securities).  The Japan  Fund seeks to invest in  companies  with  histories  of
consistent earnings growth in industries with attractive or improving prospects.
Japanese  Securities  generally  include  common and preferred  stock,  warrants
(rights) to purchase such stock,  debt securities  convertible  into such stock,
sponsored and unsponsored  American  Depositary Receipts (receipts issued in the
U.S. by banks or trust  companies  evidencing  ownership of  underlying  foreign
securities) and Global Depositary  Receipts (receipts issued by foreign banks or
trust companies).  Investment in foreign securities  involves special risks. See
"Investment Techniques and Additional Risk Factors --Japanese Securities" below.
Dividend  income will not be considered in choosing the investments of the Japan
Fund.

China Fund. The China Fund normally  invests at least 80% of its total assets in
equity securities of companies located in, or which derive a substantial portion
(at least 50%) of their revenue from  business  activity with or in, the Greater
China  Region.  The  remaining  20% may be  invested  in  equity  securities  of
companies that are otherwise expected to benefit from the Greater China Region's
anticipated  economic growth.  The Advisor currently  anticipates that the China
Fund will invest  primarily in companies whose  securities are listed and traded
in  Hong  Kong,  but  that  the  Advisor   believes  will  benefit  from  growth
opportunities in mainland China.

The China Fund  generally  invests in  companies  with at least $100  million in
equity market  capitalization  at the time of purchase,  including both seasoned
companies and those with limited operating  histories.  The equity securities in
which the China Fund  invests  include  common  and  preferred  stock,  warrants
(rights) to purchase stock,  debt securities  convertible into stock,  sponsored
and unsponsored  American  Depositary  Receipts  (receipts issued in the U.S. by
banks or trust companies evidencing ownership of underlying foreign securities),
Global Depositary Receipts (receipts issued by foreign banks or trust companies)
and shares of  closed-end  investment  companies  that invest  primarily  in the
foregoing  securities.  Dividend  income will not be  considered in choosing the
investments of the China Fund.

INVESTMENT TECHNIQUES AND ADDITIONAL RISK FACTORS

The following  describes in greater  detail  different  types of securities  and
investment  techniques used by the Funds, and discusses certain risks related to
such  securities  and  techniques.   Additional  information  about  the  Funds'
investments and investment practices may be found in the Statement of Additional
Information.

Regional  Concentration  and Trends.  As the Cub Fund's  investments will, under
normal circumstances,  be concentrated in equity securities of companies located
in the nine Tigers of Asia, and the China Fund  investments will be concentrated
in the Greater  China  Region,  these Funds'  investments  will be  particularly
susceptible  to regional  trends.  The prices of these  Funds'  securities,  and
therefore,  the net  asset  value  of the Cub  Fund  and the  China  Fund may be
adversely  affected by negative  economic or political events in any of the nine
Tigers of Asia and in Southeast Asia as a whole. In addition, events in a number
of the nine  Tigers of Asia since the latter half of 1997 have  highlighted  the
financial interdependence of the region and demonstrated that negative financial
events in one such country may have far-reaching negative effects throughout the
region.  In late 1997,  a number of the nine  Tigers of Asia  suffered  currency
devaluations,  equity market  downturns and other  detrimental  economic events.
There can be no assurance that the recent currency  devaluations,  equity market
downturns and other detrimental economic events in the region will not continue.
The uncertainty  surrounding the effects of the foregoing  events may negatively
impact the return of the Cub Fund and the China Fund and the value of the Funds'
shares.

Japanese  Securities.  Because the Japan Fund's  investments are concentrated in
Japan,  the  value of its  shares  will be  especially  affected  by  political,
economic  and  market  conditions  within  Japan and by  movements  in  currency
exchange rates between the Japanese and U.S. currencies,  and may fluctuate more
widely than the value of shares of a fund  investing in  companies  located in a
number  of  different  countries.  In  addition,   because  Japan's  economy  is
significantly  dependent on foreign trade, economic and market conditions within
Japan,  and  therefore  the  value  of  Japan  Fund  shares,  are  significantly
influenced by domestic economic and market conditions within its trading partner
countries and by political  relations and currency  exchange rates between Japan
and such countries.  Japan has in the past experienced  difficult relations with
its trading partners, particularly the U.S. The imposition of trade sanctions or
other  protectionist  measures could negatively  impact the Japanese economy and
the value of Japan Fund shares.  Transactions in Japanese securities may be more
costly due to  currency  conversion  costs and higher  brokerage  and  custodial
costs.

The Greater China Region. Although Hong Kong, The People's Republic of China and
Taiwan are closely tied economically, they have different political and economic
systems and their markets and regulatory  structures are at different  stages of
development.  Following  is a  summary  of the  major  risks  and  uncertainties
associated with investing in each country.

Hong Kong.  Although Hong Kong has the most developed  securities markets of the
three  countries  in the Greater  China  Region,  a  substantial  portion of its
economy  is  dependent  on   investments  in  or  trade  with  China  and  other
less-developed  Asian countries.  Political,  economic and legal developments in
those  countries  including but not limited to inflation,  recession or currency
fluctuations,  could  adversely  impact  the  China  and Cub  Fund's  Hong  Kong
investments.

As of July 1,  1997,  sovereignty  over Hong  Kong was  transferred  from  Great
Britain to China and Hong Kong became a Special  Administrative Region of China.
In connection with this transfer, China has agreed to maintain for 50 years Hong
Kong's  existing  economic and social  systems,  as well as most of the personal
freedoms  previously  enjoyed  by  Hong  Kong  residents.  Nevertheless,  it  is
impossible to predict with  certainty the ultimate  effect  Chinese  sovereignty
will have on Hong Kong's business environment.  Chinese sovereignty could result
in the imposition of  significant  restrictions  on social or economic  activity
within Hong Kong.  These or other  potential  actions by China  could  adversely
affect the China and the Cub Fund's Hong Kong investments.  A substantial amount
of the  investments  of the Cub Fund and the China  Fund are  expected  to be in
companies located in Hong Kong.

China. Since 1978, China's leaders have implemented  economic reforms which have
transformed  China  from  a  socialist  economy  to  one  that  is  increasingly
market-based.  These  changes have  included the creation of two domestic  stock
exchanges and have stimulated strong economic growth. The continued  development
of China's  industrial  and service  sectors will depend on, among other things,
the extent to which  governmental  policies continue to support such development
and the pace at which economic reforms are implemented.

Investments  in China also are  significantly  affected  by  domestic  political
developments. As evidenced by the government's actions during the 1989 crisis in
Tiananmen   Square,   the  Chinese   government's   reaction  to  domestic   and
international  events is  unpredictable.  Uncertainty  exists  particularly with
respect to China's relationship with Taiwan and the ultimate impact on Hong Kong
of the assumption of sovereignty by China.  Dramatic  action by China's  leaders
could cause extreme  short-run  volatility in the value of the China and the Cub
Fund's  investments  and the China and the Cub  Fund's  shares,  and also  could
significantly  and adversely  affect the China and the Cub Fund's returns in the
long run.  Similarly,  China's  relations with its important trading partners in
the West  (including  the United  States)  could be  adversely  affected  if the
Chinese  government's  human rights policies are perceived to be  deteriorating.
Even if trading relations are not actually  affected,  threats to impose trading
restrictions could cause substantial  short-term  volatility in the value of the
China and the Cub  Fund's  China  investments  and of the  China and Cub  Fund's
shares.

Taiwan. The Taiwan Stock Exchange is owned by government-controlled  enterprises
and private banks and has only recently begun to allow direct foreign investment
in listed Taiwan securities. Substantial restrictions on such investment remain,
including  limitations  on the  percentage  of shares  of a company  that may be
foreign-owned  and  prohibitions  on foreign  ownership  of companies in certain
industries.

Taiwan's economy is heavily dependent on exports.  Any deterioration in Taiwan's
relationships  with its trading partners could adversely impact Taiwan's economy
and the China and the Cub Fund's Taiwan investments.  In particular,  Taiwan has
become increasingly  dependent on direct and indirect trade with China and other
Asian countries.  Adverse economic or political  developments in those countries
could negatively impact the China and the Cub Fund's Taiwan investments.

Investments in Taiwan could be affected by Taiwan's political  relationship with
China.  Uncertainty over the prospects for political  reunification  between the
two  countries  could  make the  value of the China  and the Cub  Fund's  Taiwan
investments  and of their  shares  particularly  volatile  and could  negatively
impact returns, especially if China threatens political or military action. Such
reunification,  if it were to occur,  also could negatively impact the China and
the Cub Fund's Taiwan investments.

General.  Countries  both within the Greater  China Region and in other parts of
Southeast Asia have, at times,  experienced  rapid economic growth.  While these
countries are expected to continue to grow economically over the long term, they
can be  expected  to do so at varying  rates and to  experience  periods of high
inflation,  economic  recession  and currency  fluctuations  along the way. Such
periods may be associated with greater,  and sometimes extreme,  fluctuations in
the  value  of  investments  in the  Region,  compared  to  investments  in more
developed  economies.  Further,  events in one country may impact investments in
other countries. Monetary, fiscal and other governmental policies adopted by the
countries  in and around the Region in  response to such  economic  developments
could exacerbate any such fluctuations.

Malaysia.  On September 1, 1998, the Malaysian  government announced a series of
capital and foreign exchange  controls on the Malaysian  currency,  the ringgit,
and on  transactions  on the  Kuala  Lumpur  Stock  Exchange,  that  operate  to
constrain severely or prohibit foreign investors from repatriating assets. As of
the date of this prospectus,  the Funds do not have any of their assets invested
in Malaysian securities.

Foreign Investing Generally.  In addition to the specific risks described above,
investing in foreign securities has special risks related to political, economic
and legal  conditions  outside  of the U.S.  As a result,  the prices of foreign
securities,  and,  therefore,  the value of each Fund's  shares,  may  fluctuate
substantially  more than the prices of  securities  of issuers based in the U.S.
Special risks  associated with foreign  securities  include,  among others,  the
possibility of unfavorable movements in currency exchange rates, difficulties in
enforcing  judgments  abroad,  the  existence of less liquid and less  regulated
markets, the unavailability of reliable information about issuers, the existence
of different accounting,  auditing and legal standards in foreign countries, the
existence (or potential  imposition) of exchange control regulations  (including
currency  blockage  or other  restrictions  on  repatriation  of  capital),  and
political  and  economic  instability.  In  addition,  transactions  in  foreign
securities  may be more  costly  due to  currency  conversion  costs and  higher
brokerage and custodial  costs and may be subject to delays and  disruptions  in
securities settlement procedures. See "Foreign Securities" and "Foreign Currency
Transactions"  in the Statement of Additional  Information for more  information
about foreign investing.

Emerging  Markets.  A portion  of the Cub  Fund's  investments  will  consist of
securities issued by companies  located in countries whose economies,  political
systems or  securities  markets  are not yet  highly  developed.  Special  risks
associated with these investments (in addition to the  considerations  regarding
foreign  investments  generally) may include,  among others,  greater  political
uncertainties,  an economy's dependence on revenues from particular  commodities
or on  international  aid or development  assistance,  highly limited numbers of
potential buyers for such securities,  heightened volatility of security prices,
restrictions  on  repatriation  of  capital   invested  abroad  and  delays  and
disruptions in securities  settlement  procedures.  Over the last several years,
political,  legal,  economic  and  regulatory  systems  in the  Tiger  countries
continue to lag behind those of more developed countries. Accordingly, the risks
that  restrictions on  repatriation  of the Cub Fund  investments may be imposed
unexpectedly  or other  limitations  on the Cub Fund's ability to realize on its
investments  may be instituted  are greater with respect to  investments  in the
Tiger countries.

Each Fund may engage in the following  investment  techniques  (unless otherwise
indicated).

Small  Companies.  The Cub and the  China  Fund may  invest  in small  companies
(companies  with equity  market  capitalizations  of U.S. $1 billion or less(Cub
Fund) and companies with equity market  capitalizations  of U.S. $500 million or
less(China Fund)). The smaller, less  well-established  companies in which these
Funds may invest may offer greater  opportunities for capital  appreciation than
larger,  better-established  companies,  but may also  involve  certain  special
risks.  Such companies  often have limited  product lines,  markets or financial
resources and depend heavily on a small management  group.  Their securities may
trade less frequently,  in smaller volumes,  and fluctuate more sharply in value
than exchange-listed securities of larger companies.

Foreign Currency  Transactions.  In connection with their  investments in equity
securities,  the Funds may purchase and sell (i) foreign currencies on a spot or
forward basis,  (ii) foreign  currency futures  contracts,  and (iii) options on
foreign  currencies  and foreign  currency  futures.  Such  transactions  may be
entered  into  (i)  to  lock  in a  particular  foreign  exchange  rate  pending
settlement of a purchase or sale of a foreign security or pending the receipt of
interest,  principal  or  dividend  payments on a foreign  security  held by the
Funds,  or (ii) to hedge against a decline in the value,  in U.S.  dollars or in
another  currency,  of a foreign  currency in which securities held by the Funds
are  denominated.  The  Funds  will not  attempt,  nor  would  they be able,  to
eliminate all foreign  currency risk.  Further,  although hedging may lessen the
risk of loss if the hedged  currency's  value declines,  it limits the potential
gain from currency value increases.  See the Statement of Additional Information
for  information  relating  to the  Funds'  obligations  in  entering  into such
transactions.

Futures  Contracts  and Options.  Each Fund may purchase and sell foreign  stock
index futures contracts and options on such contracts.  Such transactions may be
entered into to gain  exposure to a particular  foreign  equity  market  pending
investment in  individual  securities or to hedge  against  market  declines.  A
futures contract creates an obligation by the seller to deliver and the buyer to
take delivery of a type of instrument at the time and in the amount specified in
the contract.  A sale of a futures  contract can be terminated in advance of the
specified  delivery  date by  subsequently  purchasing  a  similar  contract;  a
purchase of a futures  contract can be terminated by a subsequent  sale. Gain or
loss on a contract  generally is realized upon such termination.  An option on a
futures  contract  generally  gives the option  holder  the  right,  but not the
obligation,  to  purchase  or sell the futures  contract  prior to the  option's
specified  expiration date. If the option expires  unexercised,  the holder will
lose any amount it paid to  acquire  the  option.  Transactions  in futures  and
related options may not precisely achieve the goals of hedging or gaining market
exposure  to the extent  there is an  imperfect  correlation  between  the price
movements of the contracts and of the underlying securities. In addition, if the
Advisor's stock market movement  expectancies  are inaccurate,  the Funds may be
worse off than if they had not hedged.

Temporary/Defensive  Investments.  Each  of the  Funds  may  invest  temporarily
available cash in U.S. dollar or foreign currency  denominated  demand deposits,
certificates of deposit, bankers' acceptances, and high-quality, short-term debt
securities, as well as in Treasury bills and repurchase agreements.  Some or all
of the Funds'  assets may be  invested  in such  investments  during  periods of
unusual market conditions.  Under a repurchase agreement, a Fund buys a security
from a bank or dealer,  which is  obligated  to buy it back at a fixed price and
time.  The security is held in a separate  account at the Fund's  custodian and,
constitutes  the  Fund's  collateral  for  the  bank's  or  dealer's  repurchase
obligation.  Additional  collateral will be added so that the obligation will at
all times be fully  collateralized.  However,  if the bank or dealer defaults or
enters  bankruptcy,  the Fund may experience costs and delays in liquidating the
collateral and may experience a loss if it is unable to demonstrate its right to
the  collateral  in a bankruptcy  proceeding.  Not more than 15% of a Fund's net
assets  will be invested in  repurchase  agreements  maturing in more than seven
days and other illiquid assets.

Borrowing  of Money.  Each Fund may borrow  money from banks,  other  affiliated
funds and other  entities,  to the extent  permitted  by law,  for  temporary or
emergency purposes up to 33 1/3% of its total assets.

Other. The Funds may not always achieve their investment objectives.  The Funds'
investment  objectives and  non-fundamental  investment  policies may be changed
without shareholder approval.  The Funds' fundamental investment policies listed
in the  Statement  of  Additional  Information  cannot be  changed  without  the
approval of a majority of the Funds' outstanding  voting securities.  Additional
information  concerning  certain of the  securities  and  investment  techniques
described above is contained in the Statement of Additional Information.

HOW THE FUNDS MEASURE THEIR PERFORMANCE

Performance may be quoted in sales literature and  advertisements.  Each Class's
average annual total returns are calculated in accordance with the SEC's formula
and assume the  reinvestment  of all  distributions.  Other total returns differ
from average annual total returns only in that they may relate to different time
periods,  may represent  aggregate as opposed to average  annual total  returns.
Performance  results  reflect any  voluntary  waivers or  reimbursement  of Fund
expenses  by  the  Advisor  or  its   affiliates.   Absent   these   waivers  or
reimbursements, performance results would have been lower.

Quotations  from various  publications  may be included in sales  literature and
advertisements. Further information about performance is contained in the Funds'
Annual  Reports and in the section  "Performance  Measures" in the  Statement of
Additional  Information.  Both  are  provided  free of  charge  by  calling  the
Administrator at  1-800-426-3750.All  performance  information is historical and
does not predict future results.

HOW THE FUNDS ARE MANAGED

The  Trustees  formulate  the Funds'  general  policies  and  oversee the Funds'
affairs as conducted by the Advisor.

Liberty   Funds   Distributor,   Inc.   (Distributor),   a  subsidiary   of  the
Administrator,  serves as the distributor  for the Funds' shares.  Liberty Funds
Services,  Inc. (Transfer Agent), an affiliate of the  Administrator,  serves as
the shareholder  services and transfer agent for the Funds. Each of the Advisor,
the  Administrator,  the  Distributor  and the  Transfer  Agent  is an  indirect
wholly-owned   subsidiary  of  Liberty  Financial   Companies,   Inc.,  (Liberty
Financial)  which in turn is an indirect  majority-owned  subsidiary  of Liberty
Mutual Insurance  Company (Liberty  Mutual).  Liberty Mutual is considered to be
the controlling  entity of the Advisor,  the Administrator and their affiliates.
Liberty  Mutual is an underwriter  of workers'  compensation  insurance and is a
property and casualty insurer in the U.S.

The Advisor furnishes each Fund with investment  management services.  For these
services,  the Cub Fund and the China Fund pay the  Advisor a monthly  fee at an
annual rate of 1.15% of their average daily net assets.  The Japan Fund pays the
Advisor a monthly fee at an annual rate of 0.95% of its  average  daily  assets.
Pursuant to a voluntary fee waiver in fiscal year 1998, the Cub Fund, Japan Fund
and China Fund each paid the Advisor,  respectively,  0.13%,  0.23% and 0.84% of
each Fund's average daily net assets.

Robert B.  Cameron,  Senior Vice  President  of the  Advisor  and its  immediate
parent, Newport Pacific Management, Inc. (Newport Pacific), manages the Cub Fund
and co-manages the China Fund. Prior to joining the Advisor in 1996, Mr. Cameron
was a branch  manager-equity  sales at CS First  Boston  from 1995 to 1996 and a
branch manager-equity sales at Swiss Bank Corp since 1993.

David Smith,  Senior Vice  President of the Advisor,  manages the Japan Fund and
has managed  other funds or accounts on behalf of Newport  Pacific,  since 1994.
Prior to this affiliation with Newport Pacific,  Mr. Smith was Director of North
Asian  Strategies at Newport  Pacific,  an Executive  Vice President at Carnegie
Investor Services, and a Vice President at Global Strategies since 1993.

The China Fund's portfolio management team consists of three co-managers:  
Thomas R. Tuttle, as lead portfolio manager, and Robert B. Cameron and 
Christopher Legallet.

Mr. Tuttle is Senior Vice President of the Advisor and of Newport Pacific.  Mr. 
Tuttle has been affiliated with the Advisor since 1987 and with Newport Pacific 
since 1983.

Mr. Legallet is Senior Vice President of the Advisor.  He has been affiliated 
with the Advisor since 1997.  Prior to his affiliation with the Advisor, Mr. 
Legallet was a Managing Director of Jupiter Tyndall (Asia) Ltd. in Hong Kong 
serving as lead manager for investment in Asia from 1992 to 1997.

See  "Management  of the Funds" in the Statement of Additional  Information  for
more information.

The  Administrator  provides certain  administrative  services to each Fund, for
which the Funds pay the  Administrator a monthly fee at the annual rate of 0.25%
of each Fund's average daily net assets. The Administrator also provides pricing
and  bookkeeping  services  to each  Fund for a  monthly  fee of  $2,250  plus a
percentage of the Funds' average net assets over $50 million.

The Transfer Agent provides  transfer  agency and  shareholder  services to each
Fund for a monthly fee at the annual rate of 0.236% of each Funds' average daily
net assets plus certain out-of-pocket expenses.

Each of the  foregoing  fees is  subject to any  reimbursement  or fee waiver to
which the Advisor and its affiliates may agree.

The Advisor  places all orders for purchases and sales of portfolio  securities.
In selecting  broker-dealers,  the Advisor may consider  research and  brokerage
services furnished by such broker-dealers to the Advisor and its affiliates.  In
recognition  of the research and brokerage  services  provided,  the Advisor may
cause the Funds to pay the selected broker-dealer a higher commission than would
have been charged by another  broker-dealer  not providing  such  services.  The
Advisor may use the services of AlphaTrade Inc., the Administrator's  registered
broker-dealer  subsidiary,  when  buying or selling  equity  securities  for the
Funds'  portfolios,  pursuant  to  procedures  adopted  by  the  Trustees  under
Investment  Company  Act Rule  17e-1.  Subject to seeking  best  execution,  the
Advisor may  consider  sales of shares of the Funds (and of certain  other funds
advised by the Advisor,  the  Administrator  and their affiliates ) in selecting
broker-dealers for portfolio security transactions.

YEAR 2000

The Funds'  Advisor,  Administrator,  Distributor  and Transfer  Agent  (Liberty
Companies) are actively  managing Year 2000 readiness for the Funds. The Liberty
Companies are taking steps that they believe are reasonably  designed to address
the year 2000 problem and are  communicating  with vendors who provide services,
software and systems to the Funds to provide that  date-related  information and
data can be properly processed and calculated on and after January 1, 2000. Many
Fund service providers and vendors,  including the Liberty Companies, are in the
process of making Year 2000  modifications  to their , software  and systems and
believe  that such  modifications  will be  completed on a timely basis prior to
January  1,  2000.  The  Funds  will not pay the  cost of  these  modifications.
However,  no assurances can be given that all  modifications  required to ensure
proper data  processing  and  calculation  on and after  January 1, 2000 will be
timely made or that services to the Funds will not be adversely affected.


HOW THE FUNDS VALUE THEIR SHARES

Per share net asset value is  calculated  by dividing  the total net asset value
attributable  to Class Z shares  by the  number  of Class Z shares  outstanding.
Shares of the  Funds are  generally  valued as of the close of  regular  trading
(normally 4:00 p.m. Eastern time) on the New York Stock Exchange (Exchange) each
day the Exchange is open.  Portfolio  securities for which market quotations are
readily  available are valued at current  market value.  Short-term  investments
maturing  in 60 days or less are  valued  at  amortized  cost  when the  Advisor
determines,  pursuant  to  procedures  adopted by the  Trustees,  that such cost
approximates  current  market value.  In certain  countries,  the Funds may hold
foreign designated shares. If the foreign share prices are not readily available
as a result of limited share  activity,  the  securities  are valued at the last
sale price of the local shares in the principal  market in which such securities
are normally  traded.  Korean equity  securities that have reached the limit for
aggregate  foreign ownership and for which premiums to the local exchange prices
may be paid by foreign  investors are valued by applying a broker quoted premium
to the local share price.  All other  securities  and assets are valued at their
fair value following  procedures adopted by the Board of Trustees.  In addition,
if the values of foreign  securities  have been  materially  affected  by events
occurring after the closing of a foreign market,  the foreign  securities may be
valued at their fair value.

DISTRIBUTIONS AND TAXES

The Funds  intend to  qualify  as  "regulated  investment  companies"  under the
Internal  Revenue Code and to distribute to shareholders  net income and any net
realized gain, at least annually.

Each Fund  reinvests  distributions  in  additional  Class Z shares 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 to
shareholders  but will be  invested  in  additional  Class Z shares at net asset
value.  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.  To  change  your  election,  call the  Transfer  Agent  for
information.

Whether you receive distributions in cash or in additional Fund shares, you must
report them as taxable  income unless you are a tax-exempt  institution.  If you
buy shares shortly before a distribution is declared,  the distribution  will be
taxable although it is, in effect, a partial return of the amount invested. Each
January,  information  on the amount and nature of  distributions  for the prior
year is sent to shareholders.

HOW TO BUY SHARES

Class Z shares  are  offered  continuously  at net asset  value  without a sales
charge.  Orders received in good form prior to the time at which the Funds value
their  shares (or placed with the  financial  service  firm before such time and
transmitted  by the financial  service firm before a Fund  processes  that day's
share  transactions)  will be  processed  based on that day's  closing net asset
value.  Certificates will not be issued for Class Z shares. The Funds may refuse
any purchase order for their shares. See the Statement of Additional Information
for more information.

Shareholder  Services and Account  Fees. A variety of  shareholder  services are
available.  For more  information  about these  services or your  account,  call
1-800-345-6611. Some services are described in the attached account application.
A shareholder's  manual explaining all available  services will be provided upon
request.

In June of any year,  the Funds may deduct $10 (payable to the  Transfer  Agent)
from  accounts  valued at less than $1,000  unless the account value has dropped
below $1,000 solely as a result of share value  depreciation.  Shareholders will
receive 60 days' written  notice to increase the account value before the fee is
deducted.  The Funds may also deduct  annual  maintenance  and  processing  fees
(payable to the  Transfer  Agent) in  connection  with certain  retirement  plan
accounts sponsored by the Distributor.  See "Special Purchase  Programs/Investor
Services" in the Statement of Additional Information for more information.

Other Classes of Shares.  In addition to Class Z shares,  each Fund offers three
other classes of shares, Classes A, B and C through a separate Prospectus. Which
Class is more  beneficial  to an  investor  depends on the  amount and  intended
length of the  investment.  In general,  anyone  eligible  to  purchase  Class Z
shares,  which do not bear  12b-1 fees or  contingent  deferred  sales  charges,
should do so in preference over other classes.

Financial  service firms may receive  different  compensation  rates for selling
different classes of shares. The Distributor may pay additional  compensation to
financial  service firms which have made or may make significant  sales. See the
Statement of Additional Information for more information.

HOW TO SELL SHARES

Shares of the Funds may be sold on any day the Exchange is open, either directly
to a Fund or through your financial  service firm.  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
Funds  will delay  sending  proceeds  for 15 days in order to protect  the Funds
against  financial  losses and dilution in net asset value caused by  dishonored
purchase  payment  checks.  To avoid delay in payment,  investors are advised to
purchase  shares  unconditionally,  such  as  by  federal  fund  wire  or  other
immediately available funds.

Contingent   Redemption  Fee.  The  Funds  can  experience   substantial   price
fluctuations  and are  intended  for  long-term  investors.  Short-term  "market
timers" who engage in frequent  purchases and redemptions can disrupt the Funds'
investment  programs and create  additional  transaction costs that are borne by
all  shareholders.  For these reasons,  the Funds assess a redemption fee in the
amount of 2.00% on redemptions  and exchanges of Fund shares  purchased and held
for five business days or less.

The contingent  redemption  fee is paid to the Funds to help offset  transaction
costs.  The Funds use the "first-in,  first-out"  (FIFO) method to determine the
five business day holding period.  Under this method, the date of the redemption
or exchange is compared  with the earliest  purchase  date of shares held in the
account.
If this holding period is five business days or less, the contingent  redemption
fee is assessed.

The contingent redemption fee does not apply to any shares purchased through the
reinvestment of dividends.  The fee may not apply to omnibus accounts and wrap 
fee programs.

Selling Shares  Directly To A Fund. Send a signed letter of instruction or stock
power form to the Transfer Agent,  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 a 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 financial  service firms,  the Transfer Agent and many
banks. Additional  documentation is required for sales by corporations,  agents,
fiduciaries,  surviving joint owners and individual  retirement account holders.
For details contact:

                          Liberty Funds Services, Inc.
                                  P.O. Box 1722
                              Boston, MA 02105-1722
                                  1-800-345-6611

Selling Shares Through  Financial  Service Firms.  Financial  service firms must
receive  requests prior to the time at which a Fund values its shares to receive
that day's price, are responsible for furnishing all necessary  documentation to
the Transfer Agent and may charge for this service.

General.  The sale of shares is a taxable  transaction  for income tax purposes.
See the Statement of Additional Information for more information.  Under unusual
circumstances,  a Fund may suspend  repurchases  or  postpone  payment for up to
seven days or longer,  as permitted by federal  securities law. No interest will
accrue on amounts represented by uncashed distribution or redemption checks.

HOW TO EXCHANGE SHARES

Class Z shares of each Fund may be  exchanged at net asset value for the Class A
shares of any other mutual funds advised by the Advisor,  the  Administrator  or
their  affiliates.  Carefully  read the  prospectus  of the fund into  which the
exchange will go before submitting the request. Call 1-800-426-3750 to receive a
prospectus.  Call 1-800-422-3737 to exchange shares by telephone. An exchange is
a taxable capital transaction. The exchange service may be changed, suspended or
eliminated on 60 days'  written  notice.  The Funds will  terminate the exchange
privilege as to a particular shareholder if the Advisor determines,  in its sole
and absolute discretion,  that the shareholder's  exchange activity is likely to
adversely  impact the  Advisor's  ability to manage  the Funds'  investments  in
accordance with their investment objectives or otherwise harm the Funds or their
remaining shareholders.

All exchanges within five business days after a purchase are subject to a 2.00% 
contingent redemption fee. See "How to Sell Shares - Contingent Redemption Fee."

TELEPHONE TRANSACTIONS

All shareholders  and/or their financial advisors are automatically  eligible to
exchange  Fund  shares  and to redeem up to  $100,000  of the  Funds'  shares by
calling 1-800-422-3737 toll-free any business day between 9:00 a.m. Eastern time
and the time at which the Funds value their shares.  Telephone  redemptions  are
limited to a total of  $100,000  in a 30-day  period.  Redemptions  that  exceed
$100,000  may be  done by  placing  a wire  order  trade  through  a  broker  or
furnishing a signature guaranteed request.  Telephone redemption  privileges may
be elected on the account application. The Transfer Agent will employ reasonable
procedures to confirm that  instructions  communicated  by telephone are genuine
and may be liable for losses related to unauthorized or fraudulent  transactions
in the event  reasonable  procedures are not employed.  Such procedures  include
restrictions on where proceeds of telephone redemptions may be sent, limitations
on the ability to redeem by telephone shortly after an address change, recording
of telephone lines and requirements that the redeeming shareholder and/or his or
her financial  advisor provide  certain  identifying  information.  Shareholders
and/or  their  financial  advisors  wishing  to  redeem  or  exchange  shares by
telephone may  experience  difficulty  in reaching the Funds at their  toll-free
telephone number during periods of drastic  economic or market changes.  In that
event, shareholders and/or their financial advisors should follow the procedures
for  redemption  or  exchange  by mail as  described  above  under  "How to Sell
Shares."  The  Advisor,  the  Administrator,  the  Transfer  Agent and the Funds
reserve the right to change,  modify or terminate  the  telephone  redemption or
exchange services at any time upon prior written notice to shareholders.
Shareholders  and/or their  financial  advisors are not obligated to transact by
telephone.

ORGANIZATION AND HISTORY

The Trust is a Massachusetts  business trust organized in 1980. The Cub Fund and
the Japan Fund each commenced  investment  operations in 1996 and the China Fund
commenced  investment  operations in 1997,  each as a separate  portfolio 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 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.  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 the  Statement of Additional  Information  for more
information.

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Investment Advisor
Newport Fund Management, Inc.
580 California Street, Suite 1960
San Francisco, CA  94104

Administrator
Colonial Management Associates, Inc.
One Financial Center
Boston, MA  02111-2621

Distributor
Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111-2621

Custodian
The Chase Manhattan Bank
270 Park Avenue
New York, NY 10017-2070

Shareholder Services and Transfer Agent
Liberty Funds Services, Inc.
One Financial Center
Boston, MA  02111-2621
1-800-345-6611

Independent Accountants
PricewaterhouseCoopers LLP
160 Federal Street
Boston, MA 02110-2624

Legal Counsel
Ropes & Gray
One International Place
Boston, MA 02110-2624



Your financial service firm is:

Printed in U.S.A.

November 30, 1998

NEWPORT TIGER
CUB FUND

NEWPORT JAPAN OPPORTUNITIES FUND

NEWPORT GREATER CHINA FUND

CLASS Z SHARES

PROSPECTUS

Newport  Tiger Cub Fund seeks  capital  appreciation  by investing  primarily in
equity  securities  of small  companies  (i.e.,  companies  with  equity  market
capitalizations  of U.S. $1 billion or less)  located in the nine Tigers of Asia
(Hong Kong, Singapore, South Korea, Taiwan, Malaysia,  Thailand,  Indonesia, The
People's Republic of China and the Philippines).

Newport  Japan  Opportunities  Fund  seeks  capital  appreciation  by  investing
primarily in equity securities of Japanese companies.

Newport  Greater  China Fund  seeks  long-term  growth of  capital by  investing
primarily  in equity  securities  of  companies  located  in, or which  derive a
substantial  portion of their  revenue from  business  activity  with or in, The
Greater  China  Region  (i.e.,  Hong Kong,  The  People's  Republic of China and
Taiwan).

For more  detailed  information  about  the  Funds,  call the  Administrator  at
1-800-426-3750 for the November 30, 1998 Statement of Additional Information.

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      NOT FDIC-INSURED        MAY LOSE VALUE
                              NO BANK GUARANTEE

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