AMENDMENT NO. 5 TO THE

                       AGREEMENT AND DECLARATION OF TRUST

                                       OF

                              LIBERTY FUNDS TRUST V

         This AMENDMENT NO. 5 to the AGREEMENT AND DECLARATION OF TRUST of
LIBERTY FUNDS TRUST V is made in Boston, Massachusetts as of January 26, 2001 by
the Trustees hereunder.

         WHEREAS, Article IX, Section 7 of the Agreement and Declaration of
Trust (the "Declaration of Trust") dated January 21, 1987, as amended, of
Liberty Funds Trust V (the "Trust"), a copy of which is on file in the Office of
the Secretary of The Commonwealth of Massachusetts, authorizes the Trustees of
the Trust to amend the Declaration of Trust at any time by an instrument in
writing signed by a majority of the then Trustees when authorized to do so by a
vote of Shareholders holding a majority of the Shares entitled to vote of each
series affected; and

         WHEREAS, on December 27, 2000, the holders of a majority of the Shares
entitled to vote of the Liberty North Carolina Tax-Exempt Fund series of the
Trust authorized this amendment to the Declaration of Trust, and on January 25,
2001, the holders of a majority of the Shares entitled to vote of each of the
Liberty Florida Tax-Exempt Fund, Liberty Michigan Tax-Exempt Fund and Liberty
Minnesota Tax-Exempt Fund series of the Trust authorized this amendment to the
Declaration of Trust;

         NOW, THEREFORE, the undersigned, being a majority of the Trustees of
the Trust, and being authorized to do so by the holders of a majority of the
outstanding shares of beneficial interest of each of the Liberty Florida
Tax-Exempt Fund, Liberty Michigan Tax-Exempt Fund, Liberty Minnesota Tax-Exempt
Fund and Liberty North Carolina Tax-Exempt Fund series of the Trust, have
authorized the following amendment to the Declaration of Trust:

         The first paragraph of Section 4 of Article IX is hereby amended to
read in its entirety as follows:

         Section 4. Unless terminated as provided herein, the Trust shall
continue without limitation of time. The Trust may be terminated at any time by
vote of Shareholders holding at least two-thirds of the Shares of each series
entitled to vote or by the Trustees by written notice to the Shareholders. Any
series of Shares may be terminated at any time by vote of Shareholders holding
at least two-thirds of the Shares of such series entitled to vote or by the
Trustees by written notice to the Shareholders of such series. Notwithstanding
the foregoing sentence, the Liberty Florida Tax-Exempt Fund, Liberty Michigan
Tax-Exempt Fund, Liberty Minnesota Tax-Exempt Fund and Liberty North Carolina
Tax-Exempt Fund series of the Trust may be terminated at any time by vote of
Shareholders holding at least a majority of the Shares of the relevant series
entitled to vote or by the Trustees by written notice to the Shareholders of the
relevant series.

         The foregoing Amendment shall be effective as of January 26, 2001.



         IN WITNESS WHEREOF, the undersigned have hereunto set their hands, for
themselves and their assigns, as of this 14th day of February, 2001.



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Douglas A. Hacker                           John J. Neuhauser


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Janet Langford Kelly                        Joseph R. Palombo


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Richard W. Lowry                            Thomas E. Stitzel


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Salvatore Macera                            Thomas C. Theobald


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William E. Mayer                            Anne-Lee Verville


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Charles R. Nelson