COLONIAL TRUST V
497, 1998-11-25
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                     COLONIAL CALIFORNIA TAX-EXEMPT FUND
                      COLONIAL CONNECTICUT TAX-EXEMPT FUND
                        COLONIAL FLORIDA TAX-EXEMPT FUND
                     COLONIAL MASSACHUSETTS TAX-EXEMPT FUND
                        COLONIAL MICHIGAN TAX-EXEMPT FUND
                       COLONIAL MINNESOTA TAX-EXEMPT FUND
                        COLONIAL NEW YORK TAX-EXEMPT FUND
                     COLONIAL NORTH CAROLINA TAX-EXEMPT FUND
                          COLONIAL OHIO TAX-EXEMPT FUND
                    Supplement to the May 29, 1998 Prospectus

The Funds' Prospectus is amended as follows:

(1) At a  Special  Meeting  of  Shareholders  held  on  October  30,  1998,  the
shareholders of Colonial  California  Tax-Exempt Fund approved changing the Fund
from a diversified fund to a non-diversified fund.

(2)  A new paragraph is added to the front cover of the Prospectus below th
 Table of Contents as follows:

This    Prospectus    is   also    available    on-line    at   our   Web   site
(http://www.libertyfunds.com).  The Securities and Exchange Commission 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.

(3) The following tables under the sub-caption Annual Operating Expenses on page
2 of the Prospectus are revised in their entireties as follows:
        
                                                    Florida
                                    Class A         Class B             Class C
Management fee (after waiver)        0.41%           0.41%               0.41%
12b-1 fees (7)(8)                    0.17            0.92                0.62
Other expenses (after waiver)        0.34            0.34                0.34
                                     ----            ----                ----
Total operating expenses 
  (after waiver)(9)                  0.92%          1.67%               1.37%
                                     ====           ====                ====

                                                  Michigan
                                    Class A         Class B           Class C
Management fee                        0.50%           0.50%             0.50%
12b-1 fees (7)(8)                     0.15            0.90              0.60
Other expenses (after waiver)         0.38            0.38              0.38
                                      ----            ----              ----
Total operating expenses
  (after waiver)                      1.03%           1.78%             1.48%
                                      ====            ====              ====

                                                  Minnesota
                                 Class A          Class B             Class C
Management fee                     0.50%            0.50%               0.50%
12b-1 fees (7)(8)                  0.16             0.91                0.61
Other expenses (after waiver)      0.36             0.36                0.36
                                   ----             ----                ----
Total operating expenses
  (after waiver)                   1.02%            1.77%               1.47%
                                   ====             ====                ====

                                             North Carolina
                                Class A          Class B             Class C
Management fee                   0.50%            0.50%               0.50%
12b-1 fees (7)(8)                0.16             0.91                0.61
Other expenses (after waiver)    0.48             0.48                0.48
                                 ----             ----                ----
Total operating expenses 
  (after waiver)                 1.14%            1.89%               1.59%
                                 ====             ====                ====

                                      Ohio
                                Class A          Class B             Class C
Management fee                   0.50%            0.50%               0.50%
12b-1 fees (7)(8)                0.14             0.89                0.59
Other expenses (after waiver)    0.30             0.30                0.30
                                 ----             ----                ----
Total operating expenses 
  (after waiver)                 0.94%            1.69%               1.39%
                                 ====             ====                ====

(4) The Class A and Class B tables for the Michigan,  Minnesota,  North Carolina
and Ohio Funds under the sub-caption  Annual Operating Expenses on page 3 of the
Prospectus are deleted.

(5)   The following tables under the sub-caption Examples on page 3 of the
Prospectus are revised in their entireties as follows:

                                        Florida
                    Class A              Class B             Class C
Period:                            (10)          (11)     (10)      (11)
1 year                $ 56         $ 67         $ 17       $24        $14
3 years                 75           83           53        43(12)     43
5 years                 96          111           91        75         75
10 years               155          178(13)      178(13)   165        165
                                 

                                            Michigan
                    Class A            Class B              Class C
Period:                          (10)       (11)      (10)          (11)
1 year                $ 58     $ 68        $ 18       $25           $15
3 years                 79       86          56        47(12)        47
5 years                102      116          96        81            81
10 years               167      190(13)     190(13)   177           177
                                            

                                           Minnesota
                    Class A            Class B                  Class C
Period:                          (10)       (11)      (10)          (11)
1 year                $ 57     $ 68        $ 18       $25           $15
3 years                 78       86          56        46(12)        46
5 years                101      116          96        80            80
10 years               166      189(13)     189(13)   176           176
                                             

                                         North Carolina
                    Class A            Class B                  Class C
Period:                          (10)              (11)  (10)          (11)
1 year                $ 59     $ 69             $ 19     $26           $16
3 years                 82        89               59      50(12)        50
5 years                107      122              102       87            87
10 years               180      202(13)                  189           189
                                             202(13)

                                          Ohio
                     Class A         Class B              Class C
Period:                          (10)      (11)      (10)          (11)
1 year                $ 57     $ 67       $ 17        $24           $14
3 years                 76       83         53         44(12)        44
5 years                 97      112         92         76            76
10 years               157      180(13)    180(13)    167           167
                                             


(10)    Assumes redemption at period end.
(11)    Assumes no redemption.
(12)    Class  C  shares  do no  incur  a  contingent  deferred  sales  charge
on redemptions  made after one year. (13) Class B shares  automatically  convert
to Class A shares after approximately 8 years; therefore years 9 and 10 reflect
Class A share expenses.

(6)   Footnote (9) on page 4 of the Prospectus is revised in its entirety as
follows:

(9)  The Advisor agreed to waive its fees and bear expenses  (exclusive of 12b-1
     fees, brokerage commissions, interest, taxes and extraordinary expenses, if
     any) to the extent  such  expenses  would  otherwise  exceed the  following
     annual percentages of average net assets. The Advisor may terminate the fee
     waivers at any time without shareholder approval:

                                   Connecticut               Massachusetts
           California               New York                    Florida
              0.80%                   0.60%                      0.75%

(7) The first  paragraph  under the caption HOW THE FUNDS PURSUE THEIR OBJECTIVE
AND CERTAIN RISK FACTORS is revised in its entirety as follows:

Each Fund invests primarily in investment grade debt securities of any maturity,
the  interest  on which is  exempt  from  federal  income  tax and that  state's
personal  income tax (if any),  other than any  alternative  minimum  tax (State
Bonds). In pursuing its after-tax total return  objective,  the Florida Fund may
invest in  securities  that are not exempt  from the  Florida  intangibles  tax;
however,  under normal  circumstances,  these securities will not be held by the
Florida Fund at December 31, when the Florida  intangibles tax is imposed.  This
strategy could result in higher portfolio turnover and related transaction costs
and may adversely affect the Florida Fund's total return.

(8) The  paragraph  Borrowing  of Money under the  caption HOW THE FUNDS  PURSUE
THEIR OBJECTIVE AND CERTAIN RISK FACTORS is revised in its entirety as follows:

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.

(9)  Effective July 1, 1998, Maureen G. Newman no longer served as manager of
the Colonial Massachusetts Tax-Exempt Fund.

(10)  Effective July 1, 1998,  the seventh  paragraph  under the caption HOW THE
FUNDS ARE MANAGED was revised in its entirety as follows:

Gary Swayze, Vice President of the Advisor,  has managed the New York Fund since
September  1997, the California  Fund since October 1997, the  Connecticut  Fund
since November 1997 and the Massachusetts Fund since July 1998. Prior to joining
the  Advisor in 1997,  Mr.  Swayze was a portfolio  manager and group  leader at
Fidelity  Management  and  Research  Company and the writer and editor of a bond
market newsletter.

(11)  A new caption is added after HOW THE FUNDS ARE MANAGED entitled YEAR 2000
 as follows:

The Fund's  Advisor,  Distributor  and Transfer  Agent  (Liberty  Companies) are
actively  managing Year 2000 readiness for the Fund.  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 Fund 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 Fund 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 Fund will
not be adversely affected.

(12)  The last sentence of the first paragraph under the caption HOW TO SELL
SHARES is revised in its entirety as follows:

To  avoid  delay  in  payment,   investors   are  advised  to  purchase   shares
unconditionally,  such as by  federal  fund  wire or other  immediate  available
funds.

(13)  The following sentence is added to the paragraph Class A Shares under the
caption HOW TO EXCHANGE SHARES:

Exchanges  of Class A shares are not  subject  to a  contingent  deferred  sales
charge.  However,  in determining  whether a contingent deferred sales charge is
applicable  to  redemptions,  the  schedule of the fund into which the  original
investment was made should be used.

(14) The first sentence under the caption  TELEPHONE  TRANSACTIONS is revised in
its  entirety and new second,  third,  fourth and fifth  sentences  are added as
follows:

All shareholders  and/or their financial advisors are automatically  eligible to
exchange  Fund  shares  and  redeem up to  $100,000  of Fund  shares by  calling
1-800-422-3737  toll-free  any  business  day between  9:00 a.m. and the time at
which the Fund values its 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.  Redemptions  may also be  accomplished  by writing a check against the
account for funds allowing checkwriting.  Each check written against the account
is limited to a maximum of $100,000.

(15) Liberty Financial  Investments,  Inc., the Funds' distributor,  changed its
name to Liberty Funds  Distributor,  Inc.  (Distributor).  The new name does not
affect the investment  management of, or service to, the Funds.  The Distributor
continues to offer selected  investment  products managed by subsidiaries of its
parent company, Liberty Financial Companies,  Inc. (NYSE:L), the indirect parent
of the Distributor.

(16) Colonial Investors Service Center, Inc., the Funds' transfer agent, changed
its name to Liberty Funds Services, Inc. (Transfer Agent). The new name does not
affect the services the Transfer Agent provides to the Funds.

(17) Price Waterhouse LLP, the Funds' independent accountants,  changed its name
to  PricewaterhouseCoopers  LLP.  The new name  will  not  affect  the  services
PricewaterhouseCoopers LLP provides to the Funds.



SP-36/219G-1198                                               October 30, 1998




<PAGE>



                       COLONIAL CALIFORNIA TAX-EXEMPT FUND
                      COLONIAL CONNECTICUT TAX-EXEMPT FUND
                        COLONIAL FLORIDA TAX-EXEMPT FUND
                     COLONIAL MASSACHUSETTS TAX-EXEMPT FUND
                        COLONIAL MICHIGAN TAX-EXEMPT FUND
                       COLONIAL MINNESOTA TAX-EXEMPT FUND
                        COLONIAL NEW YORK TAX-EXEMPT FUND
                     COLONIAL NORTH CAROLINA TAX-EXEMPT FUND
                          COLONIAL OHIO TAX-EXEMPT FUND
         Supplement to May 29, 1998 Statement of Additional Information

The Funds' Statement of Additional Information (SAI) is amended as follows:

(1) At Special  Meetings of  Shareholders  of the Funds were held on October 30,
1998,  the Funds'  shareholders  approved a number of proposals.  As a result of
these approvals, the Funds' SAI is amended as follows:

(a) The first, fifth and sixth fundamental investment policies under the caption
FUNDAMENTAL  INVESTMENT  POLICIES OF THE FUNDS are revised in their  entirety as
follows:

Each Fund may:

1.        Borrow from banks,  other  affiliated  funds and other entities to the
          extent  permitted  by  applicable  law,   provided  that  each  Fund's
          borrowings  shall not exceed 33 1/3% of the value of its total  assets
          (including  the  amount   borrowed)  less   liabilities   (other  than
          borrowings) or such other percentage permitted by law.

5.        Make loans (a) through lending of securities, (b) through the purchase
          of debt  instruments or similar  evidences of  indebtedness  typically
          sold  privately  to financial  institutions,  (c) through an interfund
          lending program with other affiliated funds provided that no such loan
          may be made if, as a result,  the aggregate of such loans would exceed
          33 1/3% of the value of its total assets (taken at market value at the
          time of such loans) and (d) through repurchase agreements.

6. Not concentrate more than 25% of its total assets in any one industry.

(b) The following policy is added after the non-fundamental investment policies:

Nothwithstanding  the  investment  policies  of the Funds,  each Fund may invest
substantially  all of its investable assets in another  investment  company that
has  substantially the same investment  objective,  policies and restrictions as
each Fund.

(c) John Carberry, Salvatore Macera, Thomas E. Stitzel and Anne-Lee Verville are
new trustees.  As a result,  the following  information  is added to the section
MANAGEDMENT OF THE FUNDS:

John  Carberry*,  Age 51,  is a  Senior  Vice  President  of  Liberty  Financial
Companies,  Inc.  (formerly  Managing  Director,  Salomon  Brothers  (investment
banking) from January 1988 to January 1998).

Salvatore Macera, Age 67, is a Private Investor (formerly Executive Vice
President of Itek Corp. and President of Itek Optical &
Electronic Industries, Inc. (electronics)).  Trustee:  Liberty Variable 
Investment Trust, Stein Roe Variable Investment Trust.

Thomas E. Stitzel, Age 58, is a Professor of Finance, College of Business,
Boise State University (higher education); Business
consultant and author.  Trustee:  Liberty Variable Investment Trust, Stein Roe
Variable Investment Trust.

Anne-Lee  Verville,  Age 51, is a Consultant  (formerly General Manager,  Global
Education  Industry from 1994 to 1997,  and  President,  Applications  Solutions
Division  from  1991 to 1994,  IBM  Corporation  (global  education  and  global
applications)).
- -----------------------
*Mr.  Carberry is an "interested  person," as defined in the Investment  Company
Act of 1940 (1940  Act),  because of his  affiliations  with  Liberty  Financial
Companies,  Inc.,  an  indirect  majority-owned  subsidiary  of  Liberty  Mutual
Insurance Company.

The  following  table sets  forth the  compensation  paid to Messrs.  Macera and
Stitzel in their  capacities as Trustees of Liberty  Variable  Investment  Trust
(LVIT),  which  offers nine funds:  Colonial  Growth and Income  Fund,  Variable
Series; Stein Roe Global Utilities Fund, Variable Series; Colonial International
Fund for Growth,  Variable  Series;  Colonial U.S. Stock Fund,  Variable Series;
Colonial Strategic Income Fund,  Variable Series;  Newport Tiger Fund,  Variable
Series; Liberty All-Star Equity Fund, Variable Series;  Colonial Small Cap Value
Fund,  Variable Series and Colonial High Yield Securities Fund, Variable Series,
for serving during the fiscal year ended December 31, 1997:

                                              Total Compensation From LVIT and
                         Aggregate               Investment Companies which are
Trustee              1997 Compensation(a)           Series of LVIT in 1997(b)
- -------             ----------------------         -------------------------
Salvatore Macera           $12,500                          $33,500
Thomas E. Stitzel           12,500                           33,500

- -----------------------------
(a)       Consists  of  Trustee  fees  in  the  amount  of (i) a  $5,000  annual
          retainer,  (ii) a $1,500  meeting  fee for each  meeting  attended  in
          person and (iii) a $500 meeting fee for each telephone meeting.
(b)       Includes Trustee fees paid by LVIT and Stein Roe Variable Investment 
          Trust.

(2) Stephen E. Gibson is President of the Funds.  He replaces  Harold W. Cogger.
He is 45  years  old and has been  President  of the  Funds  since  June,  1998,
Chairman of the Board since July,  1998,  Chief Executive  Officer and President
since December 1996,  and;  Director,  since July 1996 of the Advisor  (formerly
Executive Vice President from July,  1996 to December,  1996);  Director,  Chief
Executive Officer and President of TCG since December,  1996 (formerly  Managing
Director of Marketing of Putnam Investments, June, 1992 to July, 1996).

(3) The following paragraph is added to the MANAGEMENT OF THE FUNDS section:

The Trustees have the  authority to convert the Funds into a master  fund/feeder
fund structure.  Under this structure, a Fund may invest all or a portion of its
investable assets in investment companies with substantially the same investment
objectives, policies and restrictions as the Fund. The primary reason to use the
master fund/feeder fund structure is to provide a mechanism to pool, in a single
master fund,  investments of different  investor classes,  resulting in a larger
portfolio, investment and administrative efficiencies and economies of scale.

(4) Liberty Financial  Investments,  Inc., the Funds'  distributor,  changed its
name to Liberty Funds Distributor, Inc. (LFDI). The new name does not affect the
investment  management  of, or service to, the Funds.  LFDI  continues  to offer
selected  investment  products  managed by  subsidiaries  of  Liberty  Financial
Companies, Inc. (NYSE:L), the indirect parent of LFDI.

(5) Colonial Investors Service Center,  Inc., the Funds' transfer agent, changed
its name to Liberty Funds Services,  Inc.  (LFSI).  The new name will not affect
the services LFSI provides to the Funds.

(6) Price Waterhouse LLP, the Funds' independent  accountants,  changed its name
to  PricewaterhouseCoopers  LLP.  The new name  will  not  affect  the  services
PricewaterhouseCoopers LLP provides to the Funds.

SP-39/254G-1198                                             October 30, 1998


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