LIBERTY FUNDS TRUST V
497, 2000-09-08
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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

                             CLASS A, B AND C SHARES

                      SUPPLEMENT TO PROSPECTUS DATED JUNE 1, 2000
          (REPLACING SUPPLEMENTS DATED JUNE 23, 2000 AND AUGUST 1, 2000)

Effective  July 14,  2000,  each  Fund  changed  its name as  follows:  Colonial
California  Tax-Exempt Fund changed its name to "Liberty  California  Tax-Exempt
Fund",  Colonial  Connecticut  Tax-Exempt  Fund  changed  its  name to  "Liberty
Connecticut  Tax-Exempt Fund", Colonial Florida Tax-Exempt Fund changed its name
to "Liberty Florida  Tax-Exempt Fund",  Colonial  Massachusetts  Tax-Exempt Fund
changed its name to "Liberty  Massachusetts  Tax-Exempt Fund", Colonial Michigan
Tax-Exempt Fund changed its name to "Liberty Michigan Tax-Exempt Fund", Colonial
Minnesota  Tax-Exempt  Fund  changed its name to "Liberty  Minnesota  Tax-Exempt
Fund",  Colonial New York  Tax-Exempt Fund changed its name to "Liberty New York
Tax-Exempt  Fund",  Colonial North Carolina  Tax-Exempt Fund changed its name to
"Liberty  North  Carolina  Tax-Exempt  Fund" and Colonial Ohio  Tax-Exempt  Fund
changed its name to "Liberty Ohio Tax-Exempt Fund."

Effective  August 1, 2000,  the Class A contingent  deferred sales charge (CDSC)
and the commission schedule on purchases over $1 million changed as follows:

The footnote to the table "Class A Sales  Charges" under the  sub-caption  SALES
CHARGES under the section YOUR ACCOUNT is revised as follows:

Class A shares bought without an initial sales charge in accounts aggregating $1
million to $25 million at the time of  purchase  are subject to a 1% CDSC if the
shares are sold  within 18 months of the time of  purchase.  Subsequent  Class A
purchases  that bring your account  value above $1 million are subject to a CDSC
if redeemed within 18 months of the date of purchase. The 18 month period begins
on the first day of the month following each purchase.  The contingent  deferred
sales charge does not apply to retirement  plans  purchased  through a fee-based
program.

The following  replaces the table called  "Purchases  Over $1 Million" under the
sub-caption SALES CHARGES under the section YOUR ACCOUNT:

AMOUNT PURCHASED                         COMMISSION %
First $3 million                            1.00
$3 million to less than $5 million          0.80
$5 million to less than $25 million         0.50
$25 million or more                         0.25*

* Paid over 12 months but only to the extent the shares remain outstanding.

For Class A share purchases by participants  in certain group  retirement  plans
offered through a fee-based program,  financial advisors receive a 1% commission
from the distributor on all purchases of less than $3 million.

<PAGE>
[SIDE BAR]
UNDERSTANDING EXPENSES

SALES CHARGES are paid directly by shareholders to Liberty Funds Distributor,
Inc., the Fund's distributor.

ANNUAL  FUND  OPERATING  EXPENSES  are  deducted  from the  Fund.  They  include
management  fees,  12b-1 fees and  administrative  costs  including  pricing and
custody services.

EXAMPLE  EXPENSES help you compare the cost of investing in the Fund to the cost
of  investing in other  mutual  funds.  The table does not take into account any
expense  reduction  arrangements  discussed in the  footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain
  the same

o Assumes reinvestment of all dividends and distributions

o Assumes Class B shares convert to Class A shares after eight years

[END SIDE BAR]


The Annual Fund Operating  Expenses tables and the Example Expenses tables under
the section YOUR EXPENSES are revised in their entirety as follows:



                             LIBERTY CALIFORNIA TAX-EXEMPT FUND


ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
                                                     CLASS A     CLASS B     CLASS C
<S>                                                  <C>         <C>         <C>
Management fee (%)                                     0.50        0.50        0.50
--------------------------------------------------- ----------- ----------- -----------
Distribution and service (12b-1) fees (*) (%)          0.18        0.93        0.93(**)
--------------------------------------------------- ----------- ----------- -----------
Other expenses (%)                                     0.24        0.24        0.24
--------------------------------------------------- ----------- ----------- -----------
Total annual fund operating expenses (%)               0.92        1.67        1.67(**)

</TABLE>

[FN]

(*) The annual service fee portion of the 12b-1 fee may equal up to 0.10% on net
    assets  attributable to shares issued prior to December 1, 1994 and 0.25% on
    net  assets  attributable  to shares  issued  thereafter.  This  arrangement
    results in a rate of service fee that is a blend between the 0.10% and 0.25%
    rates.

(**)The  Fund's  distributor  has  voluntarily  agreed to waive a portion of the
    12b-1 fee for Class C shares. As a result,  the actual 12b-1 fee for Class C
    shares would be 0.63% and the total annual fund operating expenses for Class
    C shares would be 1.37%.  This  arrangement may be modified or terminated by
    the distributor at any time.

</FN>

EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
CLASS                                    1 YEAR      3 YEARS     5 YEARS     10 YEARS
<S>                                      <C>         <C>         <C>         <C>
Class A                                   $564        $754       $ 960       $1,553
 --------------------------------------- ---------- ----------- ----------- -----------
Class B: did not sell your shares         $170        $526       $ 907       $1,777

         sold all your shares at
         the end of the period            $670        $826       $1,107      $1,777
--------------------------------------- ---------- ----------- ----------- -----------
Class C: did not sell your shares         $170        $526       $ 907       $1,976

         sold all your shares at
         the end of the period            $270        $526       $ 907       $1,976

</TABLE>

<PAGE>
[SIDE BAR]
UNDERSTANDING EXPENSES

SALES CHARGES are paid directly by shareholders to Liberty Funds Distributor,
Inc., the Fund's distributor.

ANNUAL  FUND  OPERATING  EXPENSES  are  deducted  from the  Fund.  They  include
management  fees,  12b-1 fees and  administrative  costs  including  pricing and
custody services.

EXAMPLE  EXPENSES help you compare the cost of investing in the Fund to the cost
of  investing in other  mutual  funds.  The table does not take into account any
expense  reduction  arrangements  discussed in the  footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain
  the same

o Assumes reinvestment of all dividends and distributions

o Assumes Class B shares convert to Class A shares after eight years

[END SIDE BAR]


                         LIBERTY CONNECTICUT TAX-EXEMPT FUND


ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
                                                     CLASS A     CLASS B      CLASS C
<S>                                                  <C>         <C>          <C>
Management fee (*) (%)                                 0.50        0.50        0.50
--------------------------------------------------- ----------- ----------- -----------
Distribution and service (12b-1) fees (**) (%)         0.19        0.94        0.94(***)
--------------------------------------------------- ----------- ----------- -----------
Other expenses (%)                                     0.25        0.25        0.25
--------------------------------------------------- ----------- ----------- -----------
Total annual fund operating expenses (*) (%)           0.94        1.69        1.69(***)
</TABLE>
[FN]

(*) The  Fund's  advisor  has  voluntarily  agreed  to waive  advisory  fees and
    reimburse  the Fund for  certain  expenses  so that the  total  annual  fund
    operating  expenses  (exclusive of distribution and service fees,  brokerage
    commissions,  interest,  taxes and extraordinary  expenses, if any) will not
    exceed 0.60%.  As a result,  the actual  management fee for each share class
    would be 0.35% and total annual fund operating expenses for Class A, B and C
    shares would be 0.79%, 1.54% and 1.24%,  respectively.  This arrangement may
    be modified or terminated by the advisor at any time.

(**)The annual service fee portion of the 12b-1 fee may equal up to 0.10% on net
    assets  attributable to shares issued prior to December 1, 1994 and 0.25% on
    net  assets  attributable  to shares  issued  thereafter.  This  arrangement
    results in a rate of service fee that is a blend between the 0.10% and 0.25%
    rates.

(***)The Fund's  distributor  has  voluntarily  agreed to waive a portion of the
    12b-1 fee for Class C shares. As a result,  the actual 12b-1 fee for Class C
    shares would be 0.64% and the total annual fund operating expenses for Class
    C shares would be 1.24%.  This  arrangement may be modified or terminated by
    the distributor at any time.

</FN>

EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
CLASS                                    1 YEAR      3 YEARS     5 YEARS     10 YEARS
<S>                                      <C>         <C>         <C>         <C>
Class A                                   $566        $760       $ 970       $1,575
--------------------------------------- ---------- ----------- ----------- -----------
Class B: did not sell your shares         $172        $533       $ 918       $1,799

         sold all your shares at
         the end of the period            $672        $833       $1,118      $1,799
--------------------------------------- ---------- ----------- ----------- -----------
Class C: did not sell your shares         $172        $533       $ 918       $1,998

         sold all your shares at
         the end of the period            $272        $533       $ 918       $1,998

</TABLE>

<PAGE>
[SIDE BAR]
UNDERSTANDING EXPENSES

SALES CHARGES are paid directly by shareholders to Liberty Funds Distributor,
Inc., the Fund's distributor.

ANNUAL  FUND  OPERATING  EXPENSES  are  deducted  from the  Fund.  They  include
management  fees,  12b-1 fees and  administrative  costs  including  pricing and
custody services.

EXAMPLE  EXPENSES help you compare the cost of investing in the Fund to the cost
of  investing in other  mutual  funds.  The table does not take into account any
expense  reduction  arrangements  discussed in the  footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain
  the same

o Assumes reinvestment of all dividends and distributions

o Assumes Class B shares convert to Class A shares after eight years

[END SIDE BAR]


                           LIBERTY FLORIDA TAX-EXEMPT FUND


ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
                                                      CLASS A     CLASS B     CLASS C
<S>                                                   <C>         <C>         <C>
Management fee (*) (%)                                 0.50        0.50        0.50
--------------------------------------------------- ----------- ----------- -----------
Distribution and service (12b-1) fees (**) (%)         0.19        0.94        0.94(***)
--------------------------------------------------- ----------- ----------- -----------
Other expenses (%)                                     0.34        0.34        0.34
--------------------------------------------------- ----------- ----------- -----------
Total annual fund operating expenses (*) (%)           1.03        1.78        1.78(***)
</TABLE>
[FN]

(*) The  Fund's  advisor  has  voluntarily  agreed  to waive  advisory  fees and
    reimburse  the Fund for  certain  expenses  so that the  total  annual  fund
    operating  expenses  (exclusive of distribution and service fees,  brokerage
    commissions,  interest,  taxes and extraordinary  expenses, if any) will not
    exceed 0.75%.  As a result,  the actual  management fee for each share class
    would be 0.41% and total annual fund operating expenses for Class A, B and C
    shares would be 0.94%, 1.69% and 1.39%,  respectively.  This arrangement may
    be modified or terminated by the advisor at any time.

(**)The annual service fee portion of the 12b-1 fee may equal up to 0.10% on net
    assets  attributable to shares issued prior to December 1, 1994 and 0.25% on
    net  assets  attributable  to shares  issued  thereafter.  This  arrangement
    results in a rate of service fee that is a blend between the 0.10% and 0.25%
    rates.

(***) The Fund's  distributor has  voluntarily  agreed to waive a portion of the
    12b-1 fee for Class C shares. As a result,  the actual 12b-1 fee for Class C
    shares would be 0.64% and the total annual fund operating expenses for Class
    C shares would be 1.39%.  This  arrangement may be modified or terminated by
    the distributor at any time.

</FN>

EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
CLASS                                    1 YEAR     3 YEARS     5 YEARS     10 YEARS
<S>                                      <C>        <C>         <C>         <C>
Class A                                   $575        $787       $1,017      $1,675
--------------------------------------- ---------- ----------- ----------- -----------
Class B: did not sell your shares         $181        $560       $ 964       $1,897

         sold all your shares at
         the end of the period            $681        $860       $1,164      $1,897
--------------------------------------- ---------- ----------- ----------- -----------
Class C: did not sell your shares         $181        $560       $ 964       $2,095

         sold all your shares at
         the end of the period            $281        $560       $ 964       $2,095
</TABLE>

<PAGE>
[SIDE BAR]
UNDERSTANDING EXPENSES

SALES CHARGES are paid directly by shareholders to Liberty Funds Distributor,
Inc., the Fund's distributor.

ANNUAL  FUND  OPERATING  EXPENSES  are  deducted  from the  Fund.  They  include
management  fees,  12b-1 fees and  administrative  costs  including  pricing and
custody services.

EXAMPLE  EXPENSES help you compare the cost of investing in the Fund to the cost
of  investing in other  mutual  funds.  The table does not take into account any
expense  reduction  arrangements  discussed in the  footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain
  the same

o Assumes reinvestment of all dividends and distributions

o Assumes Class B shares convert to Class A shares after eight years

[END SIDE BAR]


                       LIBERTY MASSACHUSETTS TAX-EXEMPT FUND


ANNUAL FUND OPERATING EXPENSES(DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
                                                      CLASS A     CLASS B     CLASS C
<S>                                                   <C>         <C>         <C>
Management fee (*) (%)                                 0.50        0.50        0.50
--------------------------------------------------- ----------- ----------- -----------
Distribution and service (12b-1) fees (**) (%)         0.18        0.93        0.93(***)
--------------------------------------------------- ----------- ----------- -----------
Other expenses (%)                                     0.27        0.27        0.27
--------------------------------------------------- ----------- ----------- -----------
Total annual fund operating expenses (*) (%)           0.95        1.70        1.70(***)
</TABLE>
[FN]

(*) The  Fund's  advisor  has  voluntarily  agreed  to waive  advisory  fees and
    reimburse  the Fund for  certain  expenses  so that the  total  annual  fund
    operating  expenses  (exclusive of distribution and service fees,  brokerage
    commissions,  interest,  taxes and extraordinary  expenses, if any) will not
    exceed 0.75%.  As a result,  the actual  management fee for each share class
    would be 0.48% and total annual fund operating expenses for Class A, B and C
    shares would be 0.93%, 1.68% and 1.38%,  respectively.  This arrangement may
    be modified or terminated by the advisor at any time.

(**)The  annual  service  fee  portion of the 12b-1 fee may equal up to 0.10% on
    net assets attributable to shares issued prior to December 1, 1994 and 0.25%
    on net assets  attributable to shares issued  thereafter.  This  arrangement
    results in a rate of service fee that is a blend between the 0.10% and 0.25%
    rates.

(***) The Fund's  distributor has  voluntarily  agreed to waive a portion of the
    12b-1 fee for Class C shares. As a result,  the actual 12b-1 fee for Class C
    shares would be 0.63% and the total annual fund operating expenses for Class
    C shares would be 1.38%.  This  arrangement may be modified or terminated by
    the distributor at any time.

</FN>


EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
CLASS                                     1 YEAR     3 YEARS     5 YEARS     10 YEARS
<S>                                       <C>        <C>         <C>         <C>
Class A                                   $567        $763       $ 976       $1,586
--------------------------------------- ---------- ----------- ----------- -----------
Class B: did not sell your shares         $173        $536       $ 923       $1,810

         sold all your shares at
         the end of the period            $673        $836       $1,123      $1,810
--------------------------------------- ---------- ----------- ----------- -----------
Class C: did not sell your shares         $173        $536       $ 923       $2,009

         sold all your shares at
         the end of the period            $273        $536       $ 923       $2,009
</TABLE>

<PAGE>
[SIDE BAR]
UNDERSTANDING EXPENSES

SALES CHARGES are paid directly by shareholders to Liberty Funds Distributor,
Inc., the Fund's distributor.

ANNUAL  FUND  OPERATING  EXPENSES  are  deducted  from the  Fund.  They  include
management  fees,  12b-1 fees and  administrative  costs  including  pricing and
custody services.

EXAMPLE  EXPENSES help you compare the cost of investing in the Fund to the cost
of  investing in other  mutual  funds.  The table does not take into account any
expense  reduction  arrangements  discussed in the  footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain
  the same

o Assumes reinvestment of all dividends and distributions

o Assumes Class B shares convert to Class A shares after eight years

[END SIDE BAR]


                           LIBERTY MICHIGAN TAX-EXEMPT FUND


ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
                                                      CLASS A     CLASS B     CLASS C
<S>                                                   <C>         <C>         <C>
Management fee (%)                                     0.50        0.50        0.50
--------------------------------------------------- ----------- ----------- -----------
Distribution and service (12b-1) fees (*) (%)          0.18        0.93        0.93(**)
--------------------------------------------------- ----------- ----------- -----------
Other expenses (%)                                     0.36        0.36        0.36
--------------------------------------------------- ----------- ----------- -----------
Total annual fund operating expenses (%)               1.04        1.79        1.79(**)
</TABLE>
[FN]

(*) The annual service fee portion of the 12b-1 fee may equal up to 0.10% on net
    assets  attributable to shares issued prior to December 1, 1994 and 0.25% on
    net  assets  attributable  to shares  issued  thereafter.  This  arrangement
    results in a rate of service fee that is a blend between the 0.10% and 0.25%
    rates.

(**)The  Fund's  distributor  has  voluntarily  agreed to waive a portion of the
    12b-1 fee for Class C shares. As a result,  the actual 12b-1 fee for Class C
    shares would be 0.63% and the total annual fund operating expenses for Class
    C shares would be 1.49%.  This  arrangement may be modified or terminated by
    the distributor at any time.

</FN>


EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>
CLASS                                    1 YEAR     3 YEARS     5 YEARS     10 YEARS
<S>                                      <C>        <C>         <C>         <C>
Class A                                   $576        $790       $1,022      $1,686
--------------------------------------- ---------- ----------- ----------- -----------
Class B: did not sell your shares         $182        $563       $ 970       $1,908

         sold all your shares at
         the end of the period            $682        $863       $1,170      $1,908
 --------------------------------------- ---------- ----------- ----------- -----------
Class C: did not sell your shares         $182        $563       $ 970       $2,105

         sold all your shares at
         the end of the period            $282        $563       $ 970       $2,105

</TABLE>

<PAGE>
[SIDE BAR]
UNDERSTANDING EXPENSES

SALES CHARGES are paid directly by shareholders to Liberty Funds Distributor,
Inc., the Fund's distributor.

ANNUAL  FUND  OPERATING  EXPENSES  are  deducted  from the  Fund.  They  include
management  fees,  12b-1 fees and  administrative  costs  including  pricing and
custody services.

EXAMPLE  EXPENSES help you compare the cost of investing in the Fund to the cost
of  investing in other  mutual  funds.  The table does not take into account any
expense  reduction  arrangements  discussed in the  footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain
  the same

o Assumes reinvestment of all dividends and distributions

o Assumes Class B shares convert to Class A shares after eight years

[END SIDE BAR]



                            LIBERTY MINNESOTA TAX-EXEMPT FUND


ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
                                                      CLASS A     CLASS B     CLASS C
<S>                                                   <C>         <C>         <C>
Management fee (%)                                     0.50        0.50        0.50
--------------------------------------------------- ----------- ----------- -----------
Distribution and service (12b-1) fees (*) (%)          0.19        0.94        0.94(**)
--------------------------------------------------- ----------- ----------- -----------
Other expenses (%)                                     0.37        0.37        0.37
--------------------------------------------------- ----------- ----------- -----------
Total annual fund operating expenses (%)               1.06        1.81        1.81(**)
</TABLE>
[FN]

(*) The annual service fee portion of the 12b-1 fee may equal up to 0.10% on net
    assets  attributable to shares issued prior to December 1, 1994 and 0.25% on
    net  assets  attributable  to shares  issued  thereafter.  This  arrangement
    results in a rate of service fee that is a blend between the 0.10% and 0.25%
    rates.

(**)The  Fund's  distributor  has  voluntarily  agreed to waive a portion of the
    12b-1 fee for Class C shares. As a result,  the actual 12b-1 fee for Class C
    shares would be 0.64% and total annual fund  operating  expenses for Class C
    shares would be 1.51%. This arrangement may be modified or terminated by the
    distributor at any time.

</FN>


EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>

CLASS                                    1 YEAR     3 YEARS     5 YEARS     10 YEARS
<S>                                      <C>        <C>         <C>         <C>
Class A                                   $578        $796       $1,032      $1,708
--------------------------------------- ---------- ----------- ----------- -----------
Class B: did not sell your shares         $184        $569       $ 980       $1,930

         sold all your shares at
         the end of the period            $684        $869       $1,180      $1,930
--------------------------------------- ---------- ----------- ----------- -----------
Class C: did not sell your shares         $184        $569       $ 980       $2,127

         sold all your shares at
         the end of the period            $284        $569       $ 980       $2,127
</TABLE>

<PAGE>
[SIDE BAR]
UNDERSTANDING EXPENSES

SALES CHARGES are paid directly by shareholders to Liberty Funds Distributor,
Inc., the Fund's distributor.

ANNUAL  FUND  OPERATING  EXPENSES  are  deducted  from the  Fund.  They  include
management  fees,  12b-1 fees and  administrative  costs  including  pricing and
custody services.

EXAMPLE  EXPENSES help you compare the cost of investing in the Fund to the cost
of  investing in other  mutual  funds.  The table does not take into account any
expense  reduction  arrangements  discussed in the  footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain
  the same

o Assumes reinvestment of all dividends and distributions

o Assumes Class B shares convert to Class A shares after eight years

[END SIDE BAR]

                             LIBERTY NEW YORK TAX-EXEMPT FUND


ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
                                                      CLASS A     CLASS B     CLASS C
<S>                                                   <C>         <C>         <C>
Management fee (*) (%)                                 0.50        0.50        0.50
--------------------------------------------------- ----------- ----------- -----------
Distribution and service (12b-1) fees (**) (%)         0.19        0.94        0.94(***)
--------------------------------------------------- ----------- ----------- -----------
Other expenses (%)                                     0.28        0.28        0.28
--------------------------------------------------- ----------- ----------- -----------
Total annual fund operating expenses (*) (%)           0.97        1.72        1.72(***)

</TABLE>
[FN]

(*) The  Fund's  advisor  has  voluntarily  agreed  to waive  advisory  fees and
    reimburse  the Fund for  certain  expenses  so that the  total  annual  fund
    operating  expenses  (exclusive of distribution and service fees,  brokerage
    commissions,  interest,  taxes and extraordinary  expenses, if any) will not
    exceed 0.60%.  As a result,  the actual  management fee for each share class
    would be 0.32% and total annual fund operating expenses for Class A, B and C
    shares would be 0.79%, 1.54% and 1.24%,  respectively.  This arrangement may
    be modified or terminated by the advisor at any time.

(**)The  annual  service  fee  portion of the 12b-1 fee may equal up to 0.10% on
    net assets attributable to shares issued prior to December 1, 1994 and 0.25%
    on net assets  attributable to shares issued  thereafter.  This  arrangement
    results in a rate of service fee that is a blend between the 0.10% and 0.25%
    rates.

(***) The Fund's  distributor has  voluntarily  agreed to waive a portion of the
    12b-1 fee for Class C shares. As a result,  the actual 12b-1 fee for Class C
    shares would be 0.64% and the total annual fund operating expenses for Class
    C shares would be 1.24%.  This  arrangement may be modified or terminated by
    the distributor at any time.

</FN>


EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>

CLASS                                    1 YEAR     3 YEARS     5 YEARS     10 YEARS
<S>                                      <C>        <C>         <C>         <C>
Class A                                   $569        $769       $ 986       $1,608
--------------------------------------- ---------- ----------- ----------- -----------
Class B: did not sell your shares         $175        $542       $ 933       $1,831

         sold all your shares at
         the end of the period            $675        $842       $1,133      $1,831
--------------------------------------- ---------- ----------- ----------- -----------
Class C: did not sell your shares         $175        $542       $ 933       $2,030

         sold all your shares at
         the end of the period            $275        $542       $ 933       $2,030

</TABLE>


<PAGE>
[SIDE BAR]
UNDERSTANDING EXPENSES

SALES CHARGES are paid directly by shareholders to Liberty Funds Distributor,
Inc., the Fund's distributor.

ANNUAL  FUND  OPERATING  EXPENSES  are  deducted  from the  Fund.  They  include
management  fees,  12b-1 fees and  administrative  costs  including  pricing and
custody services.

EXAMPLE  EXPENSES help you compare the cost of investing in the Fund to the cost
of  investing in other  mutual  funds.  The table does not take into account any
expense  reduction  arrangements  discussed in the  footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain
  the same

o Assumes reinvestment of all dividends and distributions

o Assumes Class B shares convert to Class A shares after eight years

[END SIDE BAR]

                        LIBERTY NORTH CAROLINA TAX-EXEMPT FUND



ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
                                                      CLASS A     CLASS B     CLASS C
<S>                                                   <C>         <C>         <C>
Management fee (%)                                     0.50        0.50        0.50
--------------------------------------------------- ----------- ----------- -----------
Distribution and service (12b-1) fees (*) (%)          0.19        0.94        0.94(**)
--------------------------------------------------- ----------- ----------- -----------
Other expenses (%)                                     0.43        0.43        0.43
--------------------------------------------------- ----------- ----------- -----------
Total annual fund operating expenses (%)               1.12        1.87        1.87(**)
</TABLE>

[FN]

(*) The annual service fee portion of the 12b-1 fee may equal up to 0.10% on net
    assets  attributable to shares issued prior to December 1, 1994 and 0.25% on
    net  assets  attributable  to shares  issued  thereafter.  This  arrangement
    results in a rate of service fee that is a blend between the 0.10% and 0.25%
    rates.

(**)The  Fund's  distributor  has  voluntarily  agreed to waive a portion of the
    12b-1 fee for Class C shares. As a result,  the actual 12b-1 fee for Class C
    shares would be 0.64% and the total annual fund operating expenses for Class
    C shares would be 1.57%.  This  arrangement may be modified or terminated by
    the distributor at any time.

</FN>


EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>

CLASS                                     1 YEAR     3 YEARS     5 YEARS     10 YEARS
<S>                                       <C>        <C>         <C>         <C>
Class A                                   $584        $814       $1,063      $1,773
--------------------------------------- ---------- ----------- ----------- -----------
Class B: did not sell your shares         $190        $588       $1,011      $1,995

         sold all your shares at
         the end of the period            $690        $888       $1,211      $1,995
--------------------------------------- ---------- ----------- ----------- -----------
Class C: did not sell your shares         $190        $588       $1,011      $2,190

         sold all your shares at
         the end of the period            $290        $588       $1,011      $2,190

</TABLE>

<PAGE>
[SIDE BAR]
UNDERSTANDING EXPENSES

SALES CHARGES are paid directly by shareholders to Liberty Funds Distributor,
Inc., the Fund's distributor.

ANNUAL  FUND  OPERATING  EXPENSES  are  deducted  from the  Fund.  They  include
management  fees,  12b-1 fees and  administrative  costs  including  pricing and
custody services.

EXAMPLE  EXPENSES help you compare the cost of investing in the Fund to the cost
of  investing in other  mutual  funds.  The table does not take into account any
expense  reduction  arrangements  discussed in the  footnotes to the Annual Fund
Operating Expenses table. It uses the following hypothetical conditions:

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain
  the same

o Assumes reinvestment of all dividends and distributions

o Assumes Class B shares convert to Class A shares after eight years

[END SIDE BAR]

                             LIBERTY OHIO TAX-EXEMPT FUND



ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM FUND ASSETS)
<TABLE>
<CAPTION>
                                                      CLASS A     CLASS B     CLASS C
<S>                                                   <C>         <C>         <C>
Management fee (%)                                     0.50        0.50        0.50
--------------------------------------------------- ----------- ----------- -----------
Distribution and service (12b-1) fees (*) (%)          0.17         0.92       0.92(**)
--------------------------------------------------- ----------- ----------- -----------
Other expenses (%)                                     0.29        0.29        0.29
--------------------------------------------------- ----------- ----------- -----------
Total annual fund operating expenses (%)               0.96         1.71       1.71(**)
</TABLE>

[FN]

(*) The annual  service fee portion of the 12b-1 fee may equal up to 0.10 on net
    assets  attributable to shares issued prior to December 1, 1994 and 0.25% on
    net  assets  attributable  to shares  issued  thereafter.  This  arrangement
    results in a rate of service fee that is a blend between the 0.10% and 0.25%
    rates.

(**)The  Fund's  distributor  has  voluntarily  agreed to waive a portion of the
    12b-1 fee for Class C shares. As a result,  the actual 12b-1 fee for Class C
    shares would be 0.62% and the total annual fund operating expenses for Class
    C shares would be 1.41%.  This  arrangement may be modified or terminated by
    the distributor at any time.

</FN>


EXAMPLE EXPENSES (YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER)
<TABLE>
<CAPTION>

CLASS                                    1 YEAR     3 YEARS     5 YEARS     10 YEARS
<S>                                      <C>        <C>         <C>         <C>
Class A                                   $568        $766       $ 981       $1,597
 --------------------------------------- ---------- ----------- ----------- -----------
Class B: did not sell your shares         $174        $539       $ 928       $1,821

         sold all your shares at
         the end of the period            $674        $839       $1,128      $1,821
 --------------------------------------- ---------- ----------- ----------- -----------
Class C: did not sell your shares         $174        $539       $ 928       $2,019

         sold all your shares at
         the end of the period            $274        $539       $ 928       $2,019

</TABLE>

<PAGE>

The section DISTRIBUTION AND SERVICE FEES is revised in its entirety as follows:

DISTRIBUTION AND SERVICE FEES
--------------------------------------------------------------------------------

Each Fund has adopted a plan under Rule 12b-1 that  permits it to pay the Funds'
distributor  marketing  and other fees to support the sale and  distribution  of
Class A, B and C shares and certain  services  provided to you by your financial
advisor.  The annual  service fee is  calculated  by adding (1) 0.10% of the net
assets attributable to shares issued prior to November 30, 1994 and (2) 0.25% on
net assets attributable to shares issued thereafter. This arrangement results in
a rate of service fee payable by the Funds that is a blend between the 0.10% and
0.25% rates. For the fiscal year ended January 31, 2000, each Fund's service fee
was the  following  percentage  of each Fund's  average  net assets:  California
Tax-Exempt Fund 0.18%;  Connecticut  Tax-Exempt Fund 0.19%;  Florida  Tax-Exempt
Fund 0.19%; Massachusetts Tax-Exempt Fund 0.18%; Michigan Tax-Exempt Fund 0.18%;
Minnesota  Tax-Exempt Fund 0.19%; New York Tax-Exempt Fund 0.19%; North Carolina
Tax-Exempt Fund, 0.19%; and Ohio Tax-Exempt Fund 0.17%. The annual  distribution
fee may equal up to 0.75%  for each of Class B and Class C shares.  Distribution
and service fees are paid out of the assets of these  classes.  The  distributor
has  voluntarily  agreed  to  waive  a  portion  of  each  Fund's  Class C share
distribution  fee so that it does not exceed 0.45%  annually.  Over time,  these
fees may reduce the return on your  investment and may cost you more than paying
other types of sales charges.  Class B shares  automatically  convert to Class A
shares after a certain number of years,  eliminating the  distribution  fee upon
conversion.  Conversion  may occur  three,  four or eight years after  purchase,
depending on the program you  purchased  your shares under.  See "Your  Account;
Sales Charges" in the Prospectus for the conversion schedule applicable to Class
B shares.

721-36/618C-0800                                              September 12, 2000


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