LIBERTY FUNDS TRUST III
497, 2000-08-18
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                        LIBERTY CONTRARIAN SMALL-CAP FUND
                         LIBERTY CONTRARIAN EQUITY FUND
                            LIBERTY REAL ESTATE FUND
                        LIBERTY CONTRARIAN BALANCED FUND
                         LIBERTY CONTRARIAN INCOME FUND
                          LIBERTY OREGON TAX-FREE FUND
                             LIBERTY CONTRARIAN FUND
                              LIBERTY SPECIAL FUND

               Supplement to Statements of Additional Information



Pursuant to the Board of Trustees'  approval,  the  shareholders'  servicing and
transfer agency fee arrangement  between Liberty Funds Services,  Inc. (LFS) and
each Fund has been  revised,  effective  January 1,  2000.  Each Fund pays LFS a
monthly fee at the annual rate of 0.07% of the average  daily  closing  value of
the  total  net  assets  of each  Fund  for  such  month.  In  addition  to this
compensation, each Fund pays LFS the following fees:

1.      A transaction fee of $1.18 per transaction occurring in Fund accounts
        during any month; PLUS
2.      An account fee for open accounts of $4.00 per annum, payable on a
        monthly basis, in an amount equal to 1/12 the per annum charge; PLUS
3.      An account fee for closed accounts of $1.50 per annum, payable on a
        monthly basis, in an amount equal to 1/12 the per annum charge; PLUS
4.      Each Fund's allocated share of LFS reimbursement out-of-pocket expenses.

Notwithstanding  the foregoing,  for the period January 1, 2000 through  October
14,  2000,  with  respect to the Funds  listed  above  (January 1, 2000  through
December 22, 2000, in the case of Liberty  Special  Fund),  the fees payable for
services  hereunder  shall not exceed the  greater of the amount  determined  as
above or the  amount  which  would  otherwise  have been  payable  by such Funds
pursuant  to the  previous  shareholders'  servicing  and  transfer  agency  fee
arrangement.



G-35/449C-0700                                                  August 21, 2000




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