LIBERTY FUNDS TRUST III
485BPOS, EX-99.(M), 2000-12-22
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                                The Liberty Funds
                          Rule 12b-1 Distribution Plan
                                December 29, 2000

         Each  Massachusetts  Business Trust (Trust) designated in Appendix 1 as
revised from time to time, acting severally,  adopts the following  distribution
plan (the Plan) pursuant to Rule 12b-1 (the Rule) under the  Investment  Company
Act of 1940 (Act) on behalf of each Fund in that Trust.

I.       A.       PLANS APPLYING TO CLASS A, B AND C SHARES

         Except as  indicated  below,  each Fund  having  Class A, B or C Shares
shall pay a service  fee at the  annual  rate of 0.25% of the net  assets of its
Class A, B and C Shares,  and a distribution  fee at the annual rate of 0.75% of
the average daily net assets of its Class B and C Shares.

         Liberty Money Market Fund and Liberty  Tax-Exempt  Money Market Fund do
not pay a service fee on Class A shares.

         Liberty  California  Tax-Exempt Fund,  Liberty  Connecticut  Tax-Exempt
Fund, Liberty Florida Tax-Exempt Fund,  Liberty  Massachusetts  Tax-Exempt Fund,
Liberty Michigan Tax-Exempt Fund, Liberty Minnesota Tax-Exempt Fund, Liberty New
York Tax-Exempt  Fund,  Liberty North Carolina  Tax-Exempt Fund and Liberty Ohio
Tax-Exempt Fund each pays a service fee at the annual rates of:

         (A)      0.10% of the net assets attributable to its outstanding
Class A and Class B Shares issued prior to December 1, 1994, and
         (B)      0.25% of the net assets attributable to its outstanding
Class A, B and C Shares issued thereafter.

         The Liberty Fund and Liberty  Select Value Fund each pays a service fee
at the annual rates of:
         (A) 0.15% of the net assets attributable to its outstanding Class A and
         B Shares issued prior to April 1, 1989, and (B) 0.25% of the net assets
         attributable  to  its  outstanding  Class  A,  B  and C  Shares  issued
         thereafter.

         Liberty  Strategic  Income Fund pays a service fee at the annual  rates
of:
         (A) 0.15% of its net assets attributable to its outstanding Class A and
         B Shares  issued  prior to January  1,  1993,  and (B) 0.25% of the net
         assets  attributable to its outstanding  Class A, B and C Shares issued
         thereafter.

         Liberty Short Term Government Fund and Liberty Intermediate  Tax-Exempt
Fund each pays a service  fee at the  annual  rate of 0.20% of the net assets of
its Class A, B and C Shares and a distribution fee at an annual rate of 0.65% of
the average daily net assets of its Class B and C Shares.

         Liberty Global Young Investor Fund,  Liberty  Strategic  Balanced Fund,
Liberty  Newport Europe Fund and Liberty  Floating Rate Advantage Fund each pays
an annual  distribution fee not exceeding 0.10% of the average net assets of its
Class A Shares.
         Liberty  Floating Rate Advantage Fund pays an annual  distribution  fee
not exceeding 0.45% of the average net assets of its Class B Shares and 0.60% of
the average net assets of its Class C Shares.

         Liberty  Tax-Managed  Value  Fund and  Liberty  Tax-Managed  Aggressive
Growth  Fund each pays an annual  distribution  fee not  exceeding  0.05% of the
average net assets of its Class A Shares.

B.       PLANS APPLYING TO OTHER CLASSES OF SHARES

Liberty Tax-Managed Growth Fund:

         Class E Shares.  Class E shares pay a service fee at the annual rate of
0.25% of the net assets of the Class and a  distribution  fee at the annual rate
of 0.10% of the average daily net assets of the Class.

         Class F Shares.  Class F Shares pay a service fee at the annual rate of
0.25% of the net assets of the Class and a  distribution  fee at the annual rate
of 0.75% of the average daily net assets of the Class.

Liberty Strategic Income Fund and Liberty Newport Japan Opportunities Fund:

         Class J Shares.  Class J Shares pay a service fee at the annual rate of
0.25% of the net assets of the Class and a  distribution  fee at the annual rate
of 0.35% of the  average  daily net assets of the Class for  Colonial  Strategic
Income  Fund and a  distribution  fee at the annual rate of 0.25% of the average
daily net assets of the Class for Newport Japan Opportunities Fund.

Liberty Newport Japan Opportunities Fund:

         Class N Shares.  Class N Shares pay a service fee at the annual rate of
0.25% of the net assets of the Class and a  distribution  fee at the annual rate
of 0.75% of the average daily net assets of the Class.

The following Funds do not have 12b-1 Plans for the specified classes of shares:

         Liberty Contrarian Small-Cap Fund, Liberty Contrarian Equity Fund,
Liberty Contrarian Balanced Fund, Liberty Contrarian Income Fund,
Liberty Special Fund: Class I Shares.


         Liberty Select Value Fund, Liberty Newport Asia Pacific Fund,
Stein Roe Small Cap Tiger Fund: Class S Shares.

         Liberty Newport Tiger Fund: Class T and Class Z Shares.



<PAGE>


         Liberty   Strategic   Income  Fund,   Liberty   Income  Fund,   Liberty
Intermediate  Government Fund,  Liberty Federal Securities Fund, Liberty Newport
Greater China Fund, Liberty Newport  International  Equity Fund, Liberty Newport
Asia Pacific Fund,  Liberty Small-Cap Value Fund,  Liberty Growth & Income Fund,
The Liberty Fund,  Liberty High Yield Securities Fund,  Liberty  Utilities Fund,
Liberty Value Fund, Liberty Select Value Fund, Liberty  Tax-Managed Growth Fund,
Liberty  Newport  Japan  Opportunities  Fund,  Liberty  Tax-Managed  Value Fund,
Liberty  Newport  Europe Fund,  Liberty  Floating Rate Advantage  Fund,  Liberty
Tax-Managed Growth Fund II, Liberty Tax-Managed  Aggressive Growth Fund, Liberty
Special Fund: Class Z Shares.

II.      Payments of Fees Under the Plan

         Each Fund shall make all  payments  of service  and  distribution  fees
under this Plan to Liberty Funds Distributor,  Inc. (LFDI) monthly,  on the 20th
day of each month or, if such day is not a business  day,  on the next  business
day  thereafter.  No Fund shall pay, nor shall LFDI be entitled to receive,  any
amount under this Plan if such payment would result in LFDI receiving amounts in
excess  of  those  permitted  by  applicable  law or by  rules  of the  National
Association of Securities is Dealers, Inc.

III.     Use of Fees

         LFDI  may  pay  part or all of the  service  and  distribution  fees it
receives from a Fund as  commissions  to financial  service firms that sell Fund
Shares or as  reimbursements  to financial  service firms or other entities that
provide shareholder services to record or beneficial owners of shares (including
third party administrators of qualified plans). This provision does not obligate
LFDI to make any such  payments nor limit the use that LFDI may make of the fees
it receives.

IV.      Reporting

         LFDI shall  provide to the Trust's  Trustees,  and the  Trustees  shall
review, at least quarterly, reports setting forth all Plan expenditures, and the
purposes  for those  expenditures.  Amounts  payable  under this  paragraph  are
subject to any  limitations  on such amounts  prescribed by  applicable  laws or
rules.

V.       Other Payments Authorized

         Payments by the Trust to LFDI and its  affiliates  (including  Colonial
Management  Associates,  Inc.) other than as set forth in Section I which may be
indirect financing of distribution costs are authorized by this Plan.



<PAGE>


VI.      Continuation; Amendment; Termination

         This Plan shall  continue in effect  with  respect to a Class of Shares
only so long as  specifically  approved  for that  Class at  least  annually  as
provided  in the Rule.  The Plan may not be amended to increase  materially  the
service fee or  distribution  fee with respect to a Class of Shares without such
shareholder approval as is required by the Rule and any applicable orders of the
Securities and Exchange Commission, and all material amendments of the Plan must
be approved in the manner described in the Rule. The Plan may be terminated with
respect  to any  Class of  Shares at any time as  provided  in the Rule  without
payment of any penalty.  The  continuance of the Plan shall be effective only if
the selection  and  nomination  of the Trust's  Trustees who are not  interested
persons  (as  defined   under  the  Act)  of  the  Trust  is  effected  by  such
non-interested Trustees as required by the Rule.

                    Approved by the  Trustees as of the date set
                    forth above:

                    By: _____________________________________
                        William J. Ballou, Secretary For Each Trust



<PAGE>


                           APPENDIX 1 TO RULE 12B-1 DISTRIBUTION PLAN

Trust             Series

Liberty Funds Trust I
                  Liberty High Yield Securities Fund Liberty Income Fund Liberty
                  Strategic Income Fund Liberty  Tax-Managed Growth Fund Liberty
                  Tax-Managed  Value Fund  Liberty  Tax-Managed  Growth  Fund II
                  Liberty Tax-Managed Aggressive Growth Fund

Liberty Funds Trust II
                  Liberty Money Market Fund
                  Liberty Intermediate Government Fund
                  Liberty Short Term Government Fund
                  Liberty Newport Japan Opportunities Fund
                  Liberty Newport Greater China Fund
                  Stein Roe Small Cap Tiger Fund

Liberty Funds Trust III
                  Liberty Select Value Fund
                  The Liberty Fund
                  Liberty Federal Securities Fund
                  Liberty Newport Global Equity Fund
                  Liberty Newport  International  Equity Fund Liberty  Strategic
                  Balanced Fund Liberty  Newport  Global  Utilities Fund Liberty
                  Contrarian   Small-Cap  Fund  Liberty   Special  Fund  Liberty
                  Contrarian  Equity  Fund  Liberty  Contrarian   Balanced  Fund
                  Liberty Oregon  Tax-Free Fund Liberty  Contrarian  Income Fund
                  Liberty Contrarian Fund

Liberty Funds Trust IV
                  Liberty High Yield Municipal Fund
                  Liberty Intermediate Tax-Exempt Fund
                  Liberty Tax-Exempt Fund
                  Liberty Tax-Exempt Insured Fund
                  Liberty Tax-Exempt Money Market Fund
                  Liberty Utilities Fund



<PAGE>


Liberty Funds Trust V
                  Liberty  Global  Young  Investor  Fund  Liberty  Massachusetts
                  Tax-Exempt  Fund Liberty  Connecticut  Tax-Exempt Fund Liberty
                  California  Tax-Exempt Fund Liberty  Michigan  Tax-Exempt Fund
                  Liberty Minnesota  Tax-Exempt Fund Liberty New York Tax-Exempt
                  Fund  Liberty  North  Carolina  Tax-Exempt  Fund  Liberty Ohio
                  Tax-Exempt Fund Liberty Florida Tax-Exempt Fund

Liberty Funds Trust VI
                  Liberty Growth & Income Fund
                  Liberty Small-Cap Value Fund
                  Liberty Value Fund
                  Liberty Newport Asia Pacific Fund

Liberty Funds Trust VII
                  Liberty Newport Tiger Fund
                  Liberty Newport Europe Fund

Liberty Floating Rate Advantage Fund




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