COLONIAL TRUST II /
497, 1998-05-28
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                           NEWPORT GREATER CHINA FUND

                Supplement to Prospectus dated December 12, 1997
                   (Replacing Supplement dated April 1, 1998)

The Fund's Prospectus is amended as follows:

(A) In order to  discourage  short-term  speculation  and to  offset  the  costs
resulting from such speculation, effective June 15, 1998, the Fund will impose a
2.00% fee on  redemptions  and  exchanges of Fund shares held for five  business
days or less.  Therefore,  Shareholder  Transaction  Expenses  is amended in its
entirety as follows:

Shareholder Transaction Expenses (1)(2)
                                            Class A     Class B      Class C
Maximum initial sales charge imposed on
 a purchase (as a % of offering price)(3)   5.75%        0.00%(4)    0.00%(4)
Maximum contingent deferred sales charge
 (as a % of offering price)(3)              1.00%(5)     5.00%       1.00%
Maximum contingent redemption fee(3)(6)     2.00%        2.00%       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)    Because of the 0.75%  distribution  fee applicable to Class B and Class C
       shares,  long-term  Class B and  Class  C  shareholders  may pay  more in
       aggregate sales charges than the maximum  initial sales charge  permitted
       by the National Association of Securities Dealers, Inc. However,  because
       Class  B  shares   automatically   convert   to  Class  A  shares   after
       approximately 8 years,  this is less likely for Class B shares than for a
       class without a conversion feature.
(5)    Only with respect to any portion of  purchases  of $1 million to 
       $5 million  redeemed  within  approximately  18
       months after purchase.  See "How to Buy Shares."
(6)    A  contingent  redemption  fee in the  amount  of  2.00%  is  imposed  on
       redemptions  or  exchanges  of Fund  shares  purchased  and held for five
       business days or less. See "Contingent  Redemption Fee" under the caption
       "How to Sell Shares."

In  addition,  a new  sub-caption  is added as the  second  paragraph  under the
caption "How to Sell Shares" as follows:

Contingent   Redemption   Fee.  The  Fund  can  experience   substantial   price
fluctuations and is intended for long-term investors. Short-term "market timers"
who  engage in  frequent  purchases  and  redemptions  can  disrupt  the  Fund's
investment program and create additional transaction costs that are borne by all
shareholders.  For these  reasons,  the Fund will 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  will  be  paid  to the  Fund  to  help  offset
transaction costs. The Fund will 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 will be 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 will be 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.

(B) Effective June 1, 1998, Liberty Financial  Investments,  Inc.  (Distributor)
will pay an  additional  1%  commission  (total  commission  of 5%) to financial
service  firms on sales of Class B shares of the above Fund to their  clients or
customers.  The commission will be paid directly from the  Distributor's  assets
and will not affect the expenses paid by Fund  shareholders.  Financial  service
firms may waive receipt of all or any portion of these payments.

(C) Effective May 14, 1998, the Fund's custodian is The Chase Manhattan Bank.

(D) The following  paragraph is added to the subcaption Class C Shares under the
caption "How to Buy Shares":

The Fund's  Class C share  exchange  policy  will be modified to permit only one
"roundtrip"  exchange  per  three-month  period,  measured  from the date of the
initial  purchase.  For example,  an exchange  from Fund X to Fund Y and back to
Fund X would be permitted only once during each three-month period.


GC-36/317F-0598
May 29, 1998
<PAGE>
                             NEWPORT JAPAN OPPORTUNITIES FUND
                     Supplement to Prospectus dated December 3, 1997
                        (Replacing Supplement dated April 1, 1998)

The Fund's Prospectus is amended as follows:

(A) In order to  discourage  short-term  speculation  and to  offset  the  costs
resulting from such speculation, effective June 15, 1998, the Fund will impose a
2.00% fee on  redemptions  and  exchanges of Fund shares held for five  business
days or less.  Therefore,  Shareholder  Transaction  Expenses  is amended in its
entirety as follows:

Shareholder Transaction Expenses (1)(2)
                                                 Class A    Class B    Class C
Maximum initial sales charge imposed on a         5.75%     0.00%(4)   0.00%(4)
purchase (as a % of offering price)(3)
Maximum contingent deferred sales charge          1.00%(5)  5.00%      1.00%
(as a % of offering price)(3)
Maximum contingent redemption fee(3)(6)           2.00%     2.00%      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) Because of the 0.75%  distribution fee applicable to Class B and Class C
    shares,  long-term  Class B and  Class C  shareholders  may pay  more in
    aggregate sales charges than the maximum initial sales charge  permitted
    by the National Association of Securities Dealers, Inc. However, because
    Class  B  shares   automatically   convert  to  Class  A  shares   after
    approximately 8 years, this is less likely for Class B shares than for a
    class without a conversion feature.
(5) Only with respect to any portion of purchases of $1 million to $5 million 
    redeemed within approximately 18 months after purchase. 
    See "How to Buy Shares."
(6) 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. "

In  addition,  a new  sub-caption  is added as the  second  paragraph  under the
caption "How to Sell Shares" as follows:

Contingent Redemption Fee.  The Fund  can  experience   substantial   price
fluctuations and is intended for long-term investors. Short-term "market timers"
who  engage in  frequent  purchases  and  redemptions  can  disrupt  the  Fund's
investment program and create additional transaction costs that are borne by all
shareholders.  For these  reasons,  the Fund will 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  will  be  paid  to the  Fund  to  help  offset
transaction costs. The Fund will 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 will be 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 will be 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.

(B) Effective June 1, 1998, Liberty Financial  Investments,  Inc.  (Distributor)
will pay an  additional  1%  commission  (total  commission  of 5%) to financial
service  firms on sales of Class B shares of the above Fund to their  clients or
customers.  The commission will be paid directly from the  Distributor's  assets
and will not affect the expenses paid by Fund  shareholders.  Financial  service
firms may waive receipt of all or any portion of these payments.

(C) Effective May 14, 1998, the Fund's custodian is The Chase Manhattan Bank.

(D) The following  paragraph is added to the subcaption Class C Shares under the
caption "How to Buy Shares":

The Fund's  Class C share  exchange  policy  will be modified to permit only one
"roundtrip"  exchange  per  three-month  period,  measured  from the date of the
initial  purchase.  For example,  an exchange  from Fund X to Fund Y and back to
Fund X would be permitted only once during each three-month period.

JF-36/316F-0598
May 29, 1998
<PAGE>

                          COLONIAL NEWPORT TIGER CUB FUND
                 Supplement to Prospectus dated December 29, 1997
                     (Replacing Supplement dated April 1, 1998)

The Fund's Prospectus is amended as follows:

(A) Effective  June 30, 1998,  the Fund's name is changed to "Newport  Tiger Cub
Fund."

(B) In order to  discourage  short-term  speculation  and to  offset  the  costs
resulting from such speculation, effective June 15, 1998, the Fund will impose a
2.00% fee on  redemptions  and  exchanges of Fund shares held for five  business
days or less. Therefore,  Shareholder  Transaction  Expenses  is  amended in 
its  entirety  as follows:

Shareholder Transaction Expenses (1)(2)
                                            Class A    Class B      Class C
Maximum initial sales charge imposed on 
 a purchase  (as a % of offering price)(3)    5.75%     0.00%(4)     0.00%(4)
 price)(3)
Maximum contingent deferred sales charge 
(as a % of offering price)(3)                1.00%(5)   5.00%        1.00%
Maximum contingent redemption fee(3)(6)      2.00%      2.00%        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) Because of the 0.75%  distribution  fee applicable to Class B and Class C
    shares,  long-term  Class B and  Class  C  shareholders  may pay  more in
    aggregate sales charges than the maximum  initial sales charge  permitted
    by the National Association of Securities Dealers, Inc. However,  because
    Class  B  shares   automatically   convert   to  Class  A  shares   after
    approximately 8 years,  this is less likely for Class B shares than for a
    class without a conversion feature.
(5) Only with respect to any portion of purchases of $1 million to $5 million  
    redeemed within  approximately 18 months after purchase.  
    See "How to Buy Shares."
(6) 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. "

In  addition,  a new  sub-caption  is added as the  second  paragraph  under the
caption "How to Sell Shares" as follows:

Contingent   Redemption   Fee.  The  Fund  can  experience   substantial   price
fluctuations and is intended for long-term investors. Short-term "market timers"
who  engage in  frequent  purchases  and  redemptions  can  disrupt  the  Fund's
investment program and create additional transaction costs that are borne by all
shareholders.  For these  reasons,  the Fund will 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  will  be  paid  to the  Fund  to  help  offset
transaction costs. The Fund will 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 will be 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 will be 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.

(C) Effective June 1, 1998, Liberty Financial  Investments,  Inc.  (Distributor)
will pay an  additional  1%  commission  (total  commission  of 5%) to financial
service  firms on sales of Class B shares of the above Fund to their  clients or
customers.  The commission will be paid directly from the  Distributor's  assets
and will not affect the expenses paid by Fund shareholders.
Financial  service  firms  may  waive  receipt  of all or any  portion  of these
payments.

(D) Effective May 14, 1998, the Fund's custodian is The Chase Manhattan Bank.

(E) The following  paragraph is added to the subcaption Class C Shares under the
caption "How to Buy Shares":

The Fund's  Class C share  exchange  policy  will be modified to permit only one
"roundtrip"  exchange  per  three-month  period,  measured  from the date of the
initial  purchase.  For example,  an exchange  from Fund X to Fund Y and back to
Fund X would be permitted only once during each three-month period.

CF-36/314F-0598
May 29, 1998
<PAGE>
                         COLONIAL NEWPORT TIGER CUB FUND
                                 CLASS Z SHARES

                            Supplement to Prospectus
                             dated December 29, 1997
                   (Replacing Supplement dated April 1, 1998)

The Fund's Prospectus is amended as follows:

(A) Effective  June 30, 1998,  the Fund's name is changed to "Newport  Tiger Cub
Fund."

(B) In order to  discourage  short-term  speculation  and to  offset  the  costs
resulting from such speculation, effective June 15, 1998, the Fund will impose a
2.00% fee on  redemptions  and  exchanges of Fund shares held for five  business
days or less.  Therefore,  Shareholder  Transaction  Expenses  is amended in its
entirety as follows:

Shareholder  Transaction Expenses (1)(2)
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)    A  contingent  redemption  fee in the  amount  of  2.00%  is  imposed  on
       redemptions  or exchanges of Fund shares held for five  business  days or
       less of purchase.  See "Contingent Redemption Fee" under the caption "How
       to Sell Shares. "
(4)    Does not apply to reinvested distributions.


<PAGE>



In  addition,  a new  sub-caption  is added as the  second  paragraph  under the
caption "How to Sell Shares" as follows:

Contingent   Redemption   Fee.  The  Fund  can  experience   substantial   price
fluctuations and is intended for long-term investors. Short-term "market timers"
who  engage in  frequent  purchases  and  redemptions  can  disrupt  the  Fund's
investment program and create additional transaction costs that are borne by all
shareholders.  For these  reasons,  the Fund will 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  will  be  paid  to the  Fund  to  help  offset
transaction costs. The Fund will 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 will be 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 will be 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.

(C) Effective May 14, 1998, the Fund's custodian is The Chase Manhattan Bank.

CF-36/315F-0598                                                  May 29, 1998


  


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