COLUMBIA TAX-MANAGED GROWTH FUND II
                                  (THE "FUND")

               SUPPLEMENT TO THE PROSPECTUSES DATED MARCH 1, 2004

The Board of Trustees of the Fund has approved a proposal to reorganize the Fund
into Columbia Tax-Managed Growth Fund (the "Acquiring Fund"), subject to
approval by shareholders of the Fund. If shareholders of the Fund approve the
proposal relating to the reorganization of the Fund, all of the assets of the
Fund will be transferred to the Acquiring Fund and shareholders of the Fund will
receive shares of the Acquiring Fund in exchange for their shares. Shareholders
of the Fund are scheduled to vote on the proposal relating to the reorganization
of their Fund at a special meeting of shareholders currently expected to be held
in the third quarter of 2005. If approved at the special meeting, the
reorganization is proposed to take place within a reasonable time thereafter.


The foregoing is not an offer to sell, nor a solicitation of an offer to buy,
shares of the Acquiring Fund, nor is it a solicitation of any proxy. For more
information regarding the Acquiring Fund, or to receive a free copy of a
prospectus/proxy statement relating to a proposed reorganization (and containing
important information about fees, expenses and risk considerations) once a
registration statement relating to the proposed reorganizations has been filed
with the Securities and Exchange Commission and become effective, please call
1-800-345-6611 or visit the Fund's website at www.columbiafunds.com. The
prospectus/proxy statement will also be available for free on the Securities and
Exchange Commission's website (http://www.sec.gov). Please read the
prospectus/information statement carefully before making any investment
decisions.



                                                               February 14, 2005