LIBERTY FUNDS TRUST II
497, 1999-10-28
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                             NEWPORT TIGER CUB FUND
                                 CLASS Z SHARES

                SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 30, 1998

At a meeting of the Fund's Board of Trustees on October 27, 1999, the Fund's
Trustees  approved a plan to  redesignate  Class Z shares as Class S shares.

For the period from November 19, 1999 through January 15, 2000, the Fund's Class
Z shares will not be available to new accounts. Shareholders of the Fund on
November 19, 1999 may continue to buy shares in accounts existing on that date.
Investors who did not own  shares  of the Fund on November  19,  1999  generally
will not be allowed to buy shares of the Fund except that new accounts may be
established by participants in most group employer retirement plans (and their
successor plans) in which the Fund had been  established as an investment option
by November 19, 1999. Investors may be required to demonstrate  eligibility to
buy shares of the Fund before an investment is accepted.

On January 15,  2000,  remaining  Class Z shares will convert to Class S shares.
The new Class S will be open to new investors as well as additional purchases by
newly converted Class S shareholders.  Class S shares will be exchangeable  with
other Class S shares only.

Effective  September  30,  1999,  Ernst & Young LLP,  located  at 200  Clarendon
Street, Boston,  Massachusetts 02116, became the Fund's independent accountants,
replacing PricewaterhouseCoopers LLP.

Effective  April 1, 1999,  Colonial  Trust II changed its name to Liberty  Funds
Trust II.



CF-36/052I-1099                                                 November 1, 1999


<PAGE>


                             NEWPORT TIGER CUB FUND
                             CLASS A, B AND C SHARES

                SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 30, 1998

Effective the close of business on November 19, 1999,  the Fund's Class A, B and
C shares are no longer  available to new accounts.  Shareholders  of the Fund on
that  date may  continue  to buy  shares  in  accounts  existing  on that  date.
Investors who did not own shares of the Fund on November 19, 1999 generally will
not be  allowed  to buy  shares  of the Fund  except  that new  accounts  may be
established by participants in most group employer  retirement  plans (and their
successor plans) in which the Fund had been established as an investment  option
by November 19, 1999.  Investors may be required to  demonstrate  eligibility to
buy shares of the Fund before an investment is accepted.

Effective  September  30,  1999,  Ernst & Young LLP,  located  at 200  Clarendon
Street, Boston,  Massachusetts 02116, became the Fund's independent accountants,
replacing PricewaterhouseCoopers LLP.

Effective  April 1, 1999,  Colonial  Trust II changed its name to Liberty  Funds
Trust II.


CF-36/051I-1099                                                 November 1, 1999



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