<PAGE>
THE GALAXY FUND
("GALAXY")
GALAXY SHORT-TERM BOND FUND
GALAXY INTERMEDIATE GOVERNMENT INCOME FUND
GALAXY HIGH QUALITY BOND FUND
(THE "FUNDS")
RETAIL A SHARES AND RETAIL B SHARES
SUPPLEMENT DATED DECEMBER 22, 2000
TO PROSPECTUS DATED FEBRUARY 29, 2000
THIS PROSPECTUS CONTAINS NEW AND ADDITIONAL INFORMATION BEYOND THAT
CONTAINED IN THE PROSPECTUS AS PREVIOUSLY SUPPLEMENTED AND SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS AND SUPPLEMENT.
1. RETAIL A SHARE CHANGES.
The maximum sales charge (sometimes called a front-end load) you'll pay if
you buy Retail A Shares of the Funds is changed to 4.75% effective for all
purchases made on or after January 1, 2001. This front-end load may decrease as
the amount you invest increases, as shown in the following chart:
<TABLE>
<CAPTION>
TOTAL SALES CHARGE
---------------------------------------------------------
AS A % OF THE OFFERING PRICE
AMOUNT OF YOUR INVESTMENT PER SHARE AS A % OF YOUR INVESTMENT
------------------------- ---------------------------- -------------------------
<S> <C> <C>
Less than $50,000................................ 4.75% 4.99%
$50,000 but less than $100,000................... 4.50% 4.71%
$100,000 but less than $250,000.................. 3.50% 3.63%
$250,000 but less than $500,000.................. 2.50% 2.56%
$500,000 but less than $1,000,000................ 2.00% 2.04%
$1,000,000 and over.............................. 0.00%(1) 0.00%(1)
</TABLE>
-------------------
<TABLE>
<C> <S>
(1) There is no front-end sales charge on investments in Retail
A Shares of $1,000,000 or more. However, if you sell the
shares within one year after buying them, you'll pay a CDSC
of 1% of the offering price or 1% of the net asset value of
your shares, whichever is less, unless the shares were sold
because of the death or disability of the shareholder.
Galaxy will waive this 1% CDSC on withdrawals of Retail A
Shares made through Galaxy's Systematic Withdrawal Plan that
don't annually exceed 12% of your account's value. See
"Galaxy investor programs -- Systematic withdrawal plan" on
page 25 of the Prospectus.
</TABLE>
Please note that when you buy your Retail A Shares, you must tell your
broker-dealer or Galaxy's distributor if you qualify for a sales load waiver.
Ask your broker-dealer or Galaxy's
PROGALBND3
<PAGE>
distributor, or consult the Prospectus and Statement of Additional Information,
for instances in which the sales load on Retail A Shares is waived. To contact
Galaxy's distributor, call 1-877-BUY-GALAXY (1-877-289-4252).
The following sales load waivers are eliminated effective for all purchases
of Retail A Shares made on or after January 1, 2001:
- You buy shares for any retirement account provided you held Retail A
Shares in a retirement account prior to January 1, 1999.
- You buy shares for any retirement account and your total cumulative Retail
A Share retirement account balance was $30,000 or more between January 1,
1999 and June 30, 1999.
- You previously paid a sales charge for the shares of another mutual fund
company (as long as you buy the Galaxy shares within 60 days of selling
your other shares).
2. RETAIL B SHARE CHANGES.
Any Retail B Shares that you purchase on or after January 1, 2001 will be
subject to a contingent deferred sales charge (sometimes called a back-end load
or CDSC) if you redeem the shares within seven years of buying them. The
following table shows the schedule of CDSC charges for Retail B Shares purchased
on or after January 1, 2001:
<TABLE>
<CAPTION>
IF YOU SELL YOUR SHARES YOU'LL PAY A CDSC OF
----------------------- --------------------
<S> <C>
during the first year....................................... 5.00%
during the second year...................................... 4.00%
during the third year....................................... 4.00%
during the fourth year...................................... 4.00%
during the fifth year....................................... 3.00%
during the sixth year....................................... 2.00%
during the seventh year..................................... 1.00%
after the seventh year...................................... None
</TABLE>
The CDSC is based on the value of the Retail B Shares on the date that they are
sold or the original cost of the shares, whichever is lower.
Retail B Shares of a Fund purchased on or after January 1, 2001 will
automatically convert to Retail A Shares of the Fund eight years after purchase.
3. RESTATEMENT OF AVERAGE ANNUAL TOTAL RETURNS.
As a result of the changes discussed above, the Funds' average annual total
returns (after taking into account any sales charges) for the periods ended
December 31, 1999 have been restated (i) to include the effect of the maximum
4.75% front-end sales charge on purchases of Retail A Shares made on or after
January 1, 2001 and (ii) to include the effect of the changes in the schedule of
CDSC charges and the time of conversion with respect to Retail B Shares
purchased on or after January 1, 2001.
2
<PAGE>
The average annual total returns for Retail A Shares and Retail B Shares of
the Short-Term Bond Fund, Intermediate Government Income Fund and High Quality
Bond Fund found on pages 4, 8 and 12, respectively, of the Prospectus are
deleted and replaced with the following:
<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
------- ------- ---------------
<S> <C> <C> <C>
SHORT-TERM BOND FUND:
Retail A Shares.......................................... -2.52% 4.62% 4.35%(12/30/91)
Retail B Shares purchased prior to January 1, 2001....... -3.24% -- 3.38%(3/4/96)
Retail B Shares purchased on or after January 1, 2001.... -3.24% -- 2.92%(3/4/96)
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS SINCE INCEPTION
------- ------- -------- ------------------------
<S> <C> <C> <C> <C>
INTERMEDIATE GOVERNMENT INCOME FUND:
Retail A Shares............................... -6.60% 5.12% 5.57% 6.18%(9/1/88)
Retail B Shares purchased prior to January 1,
2001........................................ -7.19% -- -- -5.29%(11/1/98)
Retail B Shares purchased on or after
January 1, 2001............................. -7.19% -- -- -5.29%(11/1/98)
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
------- ------- ---------------
<S> <C> <C> <C>
HIGH QUALITY BOND FUND:
Retail A Shares.......................................... -8.67% 5.98% 6.31%(12/14/90)
Retail B Shares purchased prior to January 1, 2001....... -9.24% -- 3.09%(3/4/96)
Retail B Shares purchased on or after January 1, 2001.... -9.24% -- 2.64%(3/4/96)
</TABLE>
3
<PAGE>
4. CHANGES IN EXAMPLES TO FEES AND EXPENSES TABLES.
As a result of the changes discussed above, there are certain changes to the
examples to the tables setting forth the fees and expenses associated with an
investment in the Funds. The examples as to the Short-Term Bond Fund,
Intermediate Government Income Fund and High Quality Bond Fund found on
pages 5, 9 and 13, respectively, of the Prospectus are deleted and replaced with
the following:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
SHORT-TERM BOND FUND:
Retail A Shares............................................. $ 601 $ 868 $1,154 $1,968
Retail B Shares purchased prior to January 1, 2001.......... $ 708 $ 943 $1,303 $2,010
Retail B Shares purchased on or after January 1, 2001....... $ 708 $1,043 $1,403 $2,003
If you hold Retail B Shares, you would pay the following expenses if you didn't sell your shares:
Retail B Shares purchased prior to January 1, 2001.......... $ 208 $ 643 $1,103 $2,010
Retail B Shares purchased on or after January 1, 2001....... $ 208 $ 643 $1,103 $2,003
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
INTERMEDIATE GOVERNMENT INCOME FUND:
Retail A Shares............................................. $ 588 $ 826 $1,083 $1,817
Retail B Shares purchased prior to January 1, 2001.......... $ 705 $ 934 $1,288 $1,923
Retail B Shares purchased on or after January 1, 2001....... $ 705 $1,034 $1,388 $1,915
If you hold Retail B Shares, you would pay the following expenses if you didn't sell your shares:
Retail B Shares purchased prior to January 1, 2001.......... $ 205 $ 634 $1,088 $1,923
Retail B Shares purchased on or after January 1, 2001....... $ 205 $ 634 $1,088 $1,915
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
HIGH QUALITY BOND FUND:
Retail A Shares............................................. $ 591 $ 838 $1,103 $1,860
Retail B Shares purchased prior to January 1, 2001.......... $ 692 $ 894 $1,221 $1,867
Retail B Shares purchased on or after January 1, 2001....... $ 692 $ 994 $1,321 $1,861
If you hold Retail B Shares, you would pay the following expenses if you didn't sell your shares:
Retail B Shares purchased prior to January 1, 2001.......... $ 192 $ 594 $1,021 $1,867
Retail B Shares purchased on or after January 1, 2001....... $ 192 $ 594 $1,021 $1,861
</TABLE>
In addition to the assumptions listed in the Prospectus, the examples assume
that if you purchased your Retail B Shares on or after January 1, 2001, your
Retail B Shares will convert to Retail A Shares after eight years.
4
<PAGE>
THE GALAXY FUND
("GALAXY")
GALAXY MONEY MARKET FUND
GALAXY GOVERNMENT FUND
GALAXY U.S. TREASURY FUND
GALAXY TAX-EXEMPT FUND
GALAXY CONNECTICUT MUNICIPAL MONEY MARKET FUND
GALAXY MASSACHUSETTS MUNICIPAL MONEY MARKET FUND
(THE "FUNDS")
RETAIL A SHARES AND RETAIL B SHARES
SUPPLEMENT DATED DECEMBER 22, 2000
TO PROSPECTUS DATED FEBRUARY 29, 2000
THIS PROSPECTUS CONTAINS NEW AND ADDITIONAL INFORMATION BEYOND THAT
CONTAINED IN THE PROSPECTUS AND SHOULD BE READ IN CONJUNCTION WITH SUCH
PROSPECTUS.
1. RETAIL B SHARE CHANGES.
Any Retail B Shares of the Money Market Fund that you purchase on or after
January 1, 2001 will be subject to a contingent deferred sales charge (sometimes
called a back-end load or CDSC) if you redeem the shares within seven years of
buying them. The following table shows the schedule of CDSC charges for Retail B
Shares purchased on or after January 1, 2001:
<TABLE>
<CAPTION>
IF YOU SELL YOUR SHARES YOU'LL PAY A CDSC OF
----------------------- --------------------
<S> <C>
during the first year............................. 5.00%
during the second year............................ 4.00%
during the third year............................. 4.00%
during the fourth year............................ 4.00%
during the fifth year............................. 3.00%
during the sixth year............................. 2.00%
during the seventh year........................... 1.00%
after the seventh year............................ None
</TABLE>
The CDSC is based on the value of the Retail B Shares on the date that they
are sold or the original cost of the shares, whichever is lower.
Retail B Shares of the Money Market Fund purchased on or after January 1,
2001 will automatically convert to Retail A Shares of the Fund eight years after
purchase.
PROGALMM3
<PAGE>
2. RESTATEMENT OF AVERAGE ANNUAL TOTAL RETURNS.
As a result of the changes discussed above, the average annual total returns
(after taking into account any sales charges) for Retail B Shares of the Money
Market Fund for the periods ended December 31, 1999 have been restated to
include the effect of the changes in the schedule of CDSC charges and the time
of conversion with respect to Retail B Shares purchased on or after January 1,
2001.
The average annual total returns for Retail B Shares of the Money Market
Fund found on page 3 of the Prospectus are deleted and replaced with the
following:
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS SINCE INCEPTION
MONEY MARKET FUND: ------- ------- -------- ---------------
<S> <C> <C> <C> <C>
Retail B Shares purchased
prior to
January 1, 2001............. -1.08% -- -- 3.11% (3/6/97)
Retail B Shares purchased on
or after
January 1, 2001............. -1.08% -- -- 2.77% (3/6/97)
</TABLE>
3. CHANGES IN EXAMPLE TO FEES AND EXPENSES TABLE.
As a result of the changes discussed above, there are certain changes to the
example to the table setting forth the fees and expenses associated with an
investment in Retail B Shares of the Money Market Fund. The example as to Retail
B Shares of the Money Market Fund found on page 4 of the Prospectus is deleted
and replaced with the following:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
MONEY MARKET FUND: ------- ------- ------- --------
<S> <C> <C> <C> <C>
Retail B Shares purchased
prior to
January 1, 2001............. $ 644 $ 746 $ 971 $ 1,309
Retail B Shares purchased on
or after
January 1, 2001............. $ 644 $ 846 $ 1,071 $ 1,305
If you hold Retail B Shares, you would pay the following expenses
if you didn't sell your shares:
Retail B Shares purchased
prior to
January 1, 2001............. $ 144 $ 446 $ 771 $ 1,309
Retail B Shares purchased on
or after
January 1, 2001............. $ 144 $ 446 $ 771 $ 1,305
</TABLE>
In addition to the assumptions listed in the Prospectus, the example assumes
that if you purchased your Retail B Shares of the Money Market Fund on or after
January 1, 2001, your Retail B Shares will convert to Retail A Shares after
eight years.
2
<PAGE>
THE GALAXY FUND
("GALAXY")
GALAXY PAN ASIA FUND
(THE "FUND")
RETAIL A SHARES AND RETAIL B SHARES
SUPPLEMENT DATED DECEMBER 22, 2000
TO PROSPECTUS DATED JULY 6, 2000
THIS PROSPECTUS CONTAINS NEW AND ADDITIONAL INFORMATION BEYOND THAT
CONTAINED IN THE PROSPECTUS AND SHOULD BE READ IN CONJUNCTION WITH SUCH
PROSPECTUS.
1. RETAIL A SHARE CHANGES.
The maximum sales charge (sometimes called a front-end load) you'll pay if
you buy Retail A Shares of the Fund is changed to 5.75% effective for all
purchases made on or after January 1, 2001. This front-end load may decrease as
the amount you invest increases, as shown in the following chart:
<TABLE>
<CAPTION>
TOTAL SALES CHARGE
---------------------------------------------------------
AS A % OF THE OFFERING PRICE
AMOUNT OF YOUR INVESTMENT PER SHARE AS A % OF YOUR INVESTMENT
------------------------- ---------------------------- -------------------------
<S> <C> <C>
Less than $50,000........................... 5.75% 6.10%
$50,000 but less than $100,000.............. 4.50% 4.71%
$100,000 but less than $250,000............. 3.50% 3.63%
$250,000 but less than $500,000............. 2.50% 2.56%
$500,000 but less than $1,000,000........... 2.00% 2.04%
$1,000,000 and over......................... 0.00%(1) 0.00%(1)
</TABLE>
-------------------
<TABLE>
<C> <S>
(1) There is no front-end sales charge on investments in Retail
A Shares of $1,000,000 or more. However, if you sell the
shares within one year after buying them, you'll pay a CDSC
of 1% of the offering price or 1% of the net asset value of
your shares, whichever is less, unless the shares were sold
because of the death or disability of the shareholder.
Galaxy will waive this 1% CDSC on withdrawals of Retail A
Shares made through Galaxy's Systematic Withdrawal Plan that
don't annually exceed 12% of your account's value. See
"Galaxy investor programs -- Systematic withdrawal plan" on
page 17 of the Prospectus.
</TABLE>
Please note that when you buy your Retail A Shares, you must tell your
broker-dealer or Galaxy's distributor if you qualify for a sales load waiver.
Ask your broker-dealer or Galaxy's distributor, or consult the Prospectus and
Statement of Additional Information, for instances in which the sales load on
Retail A Shares is waived. To contact Galaxy's distributor call 1-877-BUY-
GALAXY (1-877-289-4252).
PRORETPA3
<PAGE>
The following sales load waivers are eliminated effective for all purchases
of Retail A Shares made on or after January 1, 2001:
- You buy shares for any retirement account provided you held Retail A
Shares in a retirement account prior to January 1, 1999.
- You buy shares for any retirement account and your total cumulative Retail
A Share retirement account balance was $30,000 or more between January 1,
1999 and June 30, 1999.
- You previously paid a sales charge for the shares of another mutual fund
company (as long as you buy the Galaxy shares within 60 days of selling
your other shares).
2. RETAIL B SHARE CHANGES.
Any Retail B Shares that you purchase on or after January 1, 2001 will be
subject to a contingent deferred sales charge (sometimes called a back-end load
or CDSC) if you redeem the shares within seven years of buying them. The
following table shows the schedule of CDSC charges for Retail B Shares purchased
on or after January 1, 2001:
<TABLE>
<CAPTION>
IF YOU SELL YOUR SHARES YOU'LL PAY A CDSC OF
----------------------- --------------------
<S> <C>
during the first year................................. 5.00%
during the second year................................ 4.00%
during the third year................................. 4.00%
during the fourth year................................ 4.00%
during the fifth year................................. 3.00%
during the sixth year................................. 2.00%
during the seventh year............................... 1.00%
after the seventh year................................ None
</TABLE>
The CDSC is based on the value of the Retail B Shares on the date that they are
sold or the original cost of the shares, whichever is lower.
Retail B Shares of the Fund purchased on or after January 1, 2001 will
automatically convert to Retail A Shares of the Fund eight years after purchase.
3. CHANGES IN EXAMPLE TO FEES AND EXPENSES TABLE.
As a result of the changes discussed above, there are certain changes to the
example to the table setting forth the fees and expenses associated with an
investment in the Fund. The example as to the Fund found on page 5 of the
Prospectus is deleted and replaced with the following:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------- -------
<S> <C> <C>
Retail A Shares............................................. $ 787 $ 1,229
Retail B Shares purchased prior to January 1, 2001.......... $ 797 $ 1,210
Retail B Shares purchased on or after January 1, 2001....... $ 797 $ 1,310
If you hold Retail B Shares, you would pay the following expenses if you didn't
sell your shares:
Retail B Shares purchased prior to January 1, 2001.......... $ 297 $ 910
Retail B Shares purchased on or after January 1, 2001....... $ 297 $ 910
</TABLE>
In addition to the assumptions listed in the Prospectus, the example assumes
that if you purchased your Retail B Shares on or after January 1, 2001, your
Retail B Shares will convert to Retail A Shares after eight years.
2
<PAGE>
THE GALAXY FUND
("GALAXY")
GALAXY TAX-EXEMPT BOND FUND
GALAXY NEW JERSEY MUNICIPAL BOND FUND
GALAXY NEW YORK MUNICIPAL BOND FUND
GALAXY CONNECTICUT MUNICIPAL BOND FUND
GALAXY MASSACHUSETTS MUNICIPAL BOND FUND
GALAXY RHODE ISLAND MUNICIPAL BOND FUND
(THE "FUNDS")
RETAIL A SHARES AND RETAIL B SHARES
SUPPLEMENT DATED DECEMBER 22, 2000
TO PROSPECTUS DATED FEBRUARY 29, 2000
THIS PROSPECTUS CONTAINS NEW AND ADDITIONAL INFORMATION BEYOND THAT
CONTAINED IN THE PROSPECTUS AS PREVIOUSLY SUPPLEMENTED AND SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS AND SUPPLEMENT.
1. RETAIL A SHARE CHANGES.
The maximum sales charge (sometimes called a front-end load) you'll pay if
you buy Retail A Shares of the Funds is changed to 4.75% effective for all
purchases made on or after January 1, 2001. This front-end load may decrease as
the amount you invest increases, as shown in the following chart:
<TABLE>
<CAPTION>
TOTAL SALES CHARGE
------------------------------------------
AS A % OF THE AS A % OF
AMOUNT OF YOUR INVESTMENT OFFERING PRICE PER SHARE YOUR INVESTMENT
------------------------- ------------------------ ---------------
<S> <C> <C>
Less than $50,000..................... 4.75% 4.99%
$50,000 but less than $100,000........ 4.50% 4.71%
$100,000 but less than $250,000....... 3.50% 3.63%
$250,000 but less than $500,000....... 2.50% 2.56%
$500,000 but less than $1,000,000..... 2.00% 2.04%
$1,000,000 and over................... 0.00%(1) 0.00%(1)
</TABLE>
------------------------
(1) There is no front-end sales charge on investments in Retail A Shares of
$1,000,000 or more. However, if you sell the shares within one year after
buying them, you'll pay a CDSC of 1% of the offering price or 1% of the net
asset value of your shares, whichever is less, unless the shares were sold
because of the death or disability of the shareholder. Galaxy will waive
this 1% CDSC on withdrawals of Retail A Shares made through Galaxy's
Systematic Withdrawal Plan that don't annually exceed 12% of your account's
value. See "Galaxy investor programs--Systematic withdrawal plan" on page 36
of the Prospectus.
PROGALTEBND3
<PAGE>
Please note that when you buy your Retail A Shares, you must tell your
broker-dealer or Galaxy's distributor if you qualify for a sales load waiver.
Ask your broker-dealer or Galaxy's distributor, or consult the Prospectus and
Statement of Additional Information, for instances in which the sales load on
Retail A Shares is waived. To contact Galaxy's distributor, call 1-877-BUY-
GALAXY (1-877-289-4252).
The following sales load waivers are eliminated effective for all purchases
of Retail A Shares made on or after January 1, 2001:
- You buy shares for any retirement account provided you held Retail A
Shares in a retirement account prior to January 1, 1999.
- You buy shares for any retirement account and your total cumulative
Retail A Share retirement account balance was $30,000 or more between
January 1, 1999 and June 30, 1999.
- You previously paid a sales charge for the shares of another mutual fund
company (as long as you buy the Galaxy shares within 60 days of selling
your other shares).
2. RETAIL B SHARE CHANGES.
Any Retail B Shares of the Tax-Exempt Bond Fund that you purchase on or
after January 1, 2001 will be subject to a contingent deferred sales charge
(sometimes called a back-end load or CDSC) if you redeem the shares within seven
years of buying them. The following table shows the schedule of CDSC charges for
Retail B Shares purchased on or after January 1, 2001:
<TABLE>
<CAPTION>
IF YOU SELL YOUR SHARES YOU'LL PAY A CDSC OF
----------------------- --------------------
<S> <C>
during the first year................................. 5.00%
during the second year................................ 4.00%
during the third year................................. 4.00%
during the fourth year................................ 4.00%
during the fifth year................................. 3.00%
during the sixth year................................. 2.00%
during the seventh year............................... 1.00%
after the seventh year................................ None
</TABLE>
The CDSC is based on the value of the Retail B Shares on the date that they are
sold or the original cost of the shares, whichever is lower.
Retail B Shares of the Tax-Exempt Bond Fund purchased on or after
January 1, 2001 will automatically convert to Retail A Shares of the Fund eight
years after purchase.
3. RESTATEMENT OF AVERAGE ANNUAL TOTAL RETURNS.
As a result of the changes discussed above, the Funds' average annual total
returns (after taking into account any sales charges) for the periods ended
December 31, 1999 have been restated (i) to include the effect of the maximum
4.75% front-end sales charge on purchases of Retail A Shares made on or after
January 1, 2001 and (ii) to include the effect of the changes in the schedule of
CDSC charges and the time of conversion with respect to Retail B Shares of the
Tax-Exempt Bond Fund purchased on or after January 1, 2001.
The average annual total returns for Retail A Shares and/or Retail B Shares
of the Tax-Exempt Bond Fund, New Jersey Municipal Bond Fund, New York Municipal
Bond Fund, Connecticut
2
<PAGE>
Municipal Bond Fund, Massachusetts Municipal Bond Fund and Rhode Island
Municipal Bond Fund found on pages 4, 8, 12, 16, 20 and 24, respectively, of the
Prospectus are deleted and replaced with the following:
<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
TAX-EXEMPT BOND FUND: -------- -------- ----------------
<S> <C> <C> <C> <C>
Retail A Shares.................................. -8.27% 4.75% 4.95% (12/30/91)
Retail B Shares purchased prior to January 1,
2001........................................... -8.90% -- 2.32% (3/4/96)
Retail B Shares purchased on or after January 1,
2001........................................... -8.90% -- 1.85% (3/4/96)
</TABLE>
<TABLE>
<CAPTION>
1 YEAR SINCE INCEPTION
NEW JERSEY MUNICIPAL BOND FUND: -------- ----------------
<S> <C> <C>
Retail A Shares............................................. -7.81% -2.03% (4/3/98)
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
NEW YORK MUNICIPAL BOND FUND: -------- -------- ----------------
<S> <C> <C> <C>
Retail A Shares.................................... -8.24% 5.00% 4.65% (12/31/91)
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
CONNECTICUT MUNICIPAL BOND FUND: -------- -------- ----------------
<S> <C> <C> <C>
Retail A Shares.................................... -7.46% 5.36% 3.70% (3/16/93)
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
MASSACHUSETTS MUNICIPAL BOND FUND: -------- -------- ----------------
<S> <C> <C> <C>
Retail A Shares.................................... -8.31% 4.97% 3.40% (3/12/93)
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
RHODE ISLAND MUNICIPAL BOND FUND: -------- -------- ----------------
<S> <C> <C> <C>
Retail A Shares.................................... -7.35% 4.74% 4.74% (12/20/94)
</TABLE>
3
<PAGE>
4. CHANGES IN EXAMPLES TO FEES AND EXPENSES TABLES.
As a result of the changes discussed above, there are certain changes to the
examples to the tables setting forth the fees and expenses associated with an
investment in the Funds. The examples as to the Tax-Exempt Bond Fund, New Jersey
Municipal Bond Fund, New York Municipal Bond Fund, Connecticut Municipal Bond
Fund, Massachusetts Municipal Bond Fund and Rhode Island Municipal Bond Fund
found on pages 5, 9, 13, 17, 21 and 25, respectively, of the Prospectus are
deleted and replaced with the following:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
TAX-EXEMPT BOND FUND: -------- -------- -------- --------
<S> <C> <C> <C> <C>
Retail A Shares...................................... $582 $ 808 $1,052 $1,752
Retail B Shares purchased prior to January 1, 2001... $679 $ 854 $1,154 $1,740
Retail B Shares purchased on or after January 1,
2001............................................... $679 $ 954 $1,254 $1,734
If you hold Retail B Shares, you would pay the following expenses if you didn't sell your
shares:
Retail B Shares purchased prior to January 1, 2001... $179 $ 554 $ 954 $1,740
Retail B Shares purchased on or after January 1,
2001............................................... $179 $ 554 $ 954 $1,734
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
NEW JERSEY MUNICIPAL BOND FUND: -------- -------- -------- --------
<S> <C> <C> <C> <C>
Retail A Shares...................................... $673 $1,087 $1,526 $2,741
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
NEW YORK MUNICIPAL BOND FUND: -------- -------- -------- --------
<S> <C> <C> <C> <C>
Retail A Shares...................................... $589 $ 829 $1,088 $1,828
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
CONNECTICUT MUNICIPAL BOND FUND -------- -------- -------- --------
<S> <C> <C> <C> <C>
Retail A Shares...................................... $593 $ 844 $1,113 $1,882
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
MASSACHUSETTS MUNICIPAL BOND FUND -------- -------- -------- --------
<S> <C> <C> <C> <C>
Retail A Shares...................................... $587 $ 823 $1,078 $1,806
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
RHODE ISLAND MUNICIPAL BOND FUND -------- -------- -------- --------
<S> <C> <C> <C> <C>
Retail A Shares...................................... $589 $ 829 $1,088 $1,828
</TABLE>
In addition to the assumptions listed in the Prospectus, the examples assume
that if you purchased your Retail B Shares of the Tax-Exempt Bond Fund on or
after January 1, 2001, your Retail B Shares will convert to Retail A Shares
after eight years.
4
<PAGE>
THE GALAXY FUND
("GALAXY")
GALAXY ASSET ALLOCATION FUND
GALAXY EQUITY INCOME FUND
GALAXY GROWTH AND INCOME FUND
GALAXY STRATEGIC EQUITY FUND
GALAXY EQUITY VALUE FUND
GALAXY EQUITY GROWTH FUND
GALAXY INTERNATIONAL EQUITY FUND
GALAXY SMALL CAP VALUE FUND
GALAXY SMALL COMPANY EQUITY FUND
(THE "FUNDS")
RETAIL A SHARES AND RETAIL B SHARES
SUPPLEMENT DATED DECEMBER 22, 2000
TO PROSPECTUS DATED FEBRUARY 29, 2000
THIS PROSPECTUS CONTAINS NEW AND ADDITIONAL INFORMATION BEYOND THAT
CONTAINED IN THE PROSPECTUS AS PREVIOUSLY SUPPLEMENTED AND SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS AND SUPPLEMENT.
1. RETAIL A SHARE CHANGES.
The maximum sales charge (sometimes called a front-end load) you'll pay if
you buy Retail A Shares of the Funds is changed to 5.75% effective for all
purchases made on or after January 1, 2001. This front-end load may decrease as
the amount you invest increases, as shown in the following chart:
<TABLE>
<CAPTION>
TOTAL SALES CHARGE
-------------------------------------------------------
AS A % OF THE OFFERING PRICE
AMOUNT OF YOUR INVESTMENT PER SHARE AS A % OF YOUR INVESTMENT
------------------------- ---------------------------- -------------------------
<S> <C> <C>
Less than $50,000....................... 5.75% 6.10%
$50,000 but less than $100,000.......... 4.50% 4.71%
$100,000 but less than $250,000......... 3.50% 3.63%
$250,000 but less than $500,000......... 2.50% 2.56%
$500,000 but less than $1,000,000....... 2.00% 2.04%
$1,000,000 and over..................... 0.00%(1) 0.00%(1)
</TABLE>
-------------------
(1) There is no front-end sales charge on investments in Retail A Shares of
$1,000,000 or more. However, if you sell the shares within one year after
buying them, you'll pay a CDSC of 1% of the offering price or 1% of the net
asset value of your shares, whichever is less, unless the shares were sold
because of the death or disability of the shareholder. Galaxy will waive
this 1% CDSC on withdrawals of Retail A Shares made through Galaxy's
Systematic Withdrawal Plan that don't annually exceed 12% of your account's
value. See "Galaxy investor programs--Systematic withdrawal plan" on
page 46 of the Prospectus.
PROGALEQ3
<PAGE>
Please note that when you buy your Retail A Shares, you must tell your
broker-dealer or Galaxy's distributor if you qualify for a sales load waiver.
Ask your broker-dealer or Galaxy's distributor, or consult the Prospectus and
Statement of Additional Information, for instances in which the sales load on
Retail A Shares is waived. To contact Galaxy's distributor, call
1-877-BUY-GALAXY (1-877-289-4252).
The following sales load waivers are eliminated effective for all purchases
of Retail A Shares made on or after January 1, 2001:
- You buy shares for any retirement account provided you held Retail A
Shares in a retirement account prior to January 1, 1999.
- You buy shares for any retirement account and your total cumulative
Retail A Share retirement account balance was $30,000 or more between
January 1, 1999 and June 30, 1999.
- You previously paid a sales charge for the shares of another mutual fund
company (as long as you buy the Galaxy shares within 60 days of selling
your other shares).
2. RETAIL B SHARE CHANGES.
Any Retail B Shares that you purchase on or after January 1, 2001 will be
subject to a contingent deferred sales charge (sometimes called a back-end load
or CDSC) if you redeem the shares within seven years of buying them. The
following table shows the schedule of CDSC charges for Retail B Shares purchased
on or after January 1, 2001:
<TABLE>
<CAPTION>
IF YOU SELL YOUR SHARES YOU'LL PAY A CDSC OF
----------------------- --------------------
<S> <C>
during the first year............................. 5.00%
during the second year............................ 4.00%
during the third year............................. 4.00%
during the fourth year............................ 4.00%
during the fifth year............................. 3.00%
during the sixth year............................. 2.00%
during the seventh year........................... 1.00%
after the seventh year............................ None
</TABLE>
The CDSC is based on the value of the Retail B Shares on the date that they are
sold or the original cost of the shares, whichever is lower.
Retail B Shares of a Fund purchased on or after January 1, 2001 will
automatically convert to Retail A Shares of the Fund eight years after purchase.
3. RESTATEMENT OF AVERAGE ANNUAL TOTAL RETURNS.
As a result of the changes discussed above, the Funds' average annual total
returns (after taking into account any sales charges) for the periods ended
December 31, 1999 have been restated (i) to include the effect of the maximum
5.75% front-end sales charge on purchases of Retail A Shares made on or after
January 1, 2001 and (ii) to include the effect of the changes in the schedule of
CDSC charges and the time of conversion with respect to Retail B Shares
purchased on or after January 1, 2001.
2
<PAGE>
The average annual total returns for Retail A Shares and Retail B Shares of
the Asset Allocation Fund, Equity Income Fund, Growth and Income Fund, Strategic
Equity Fund, Equity Value Fund, Equity Growth Fund, International Equity Fund,
Small Cap Value Fund and Small Company Equity Fund found on pages 4, 7, 11, 14,
18, 21, 25, 29 and 32, respectively, of the Prospectus are deleted and replaced
with the following:
<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
ASSET ALLOCATION FUND: -------------- ------- ---------------
<S> <C> <C> <C>
Retail A Shares.................... 1.10% 16.41% 11.57% (12/30/91)
Retail B Shares purchased prior to
January 1, 2001.................. 1.47% -- 13.48% (3/4/96)
Retail B Shares purchased on or
after January 1, 2001............ 1.47% -- 13.11% (3/4/96)
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
EQUITY INCOME FUND: -------------- ------- ---------------
<S> <C> <C> <C>
Retail A Shares.................... -1.64% 17.21% 13.57% (12/14/90)
Retail B Shares purchased prior to
January 1, 2001.................. -0.68% -- 5.96% (11/1/98)
Retail B Shares purchased on or
after January 1, 2001............ -0.68% -- 5.96% (11/1/98)
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
GROWTH AND INCOME FUND: -------------- ------- ---------------
<S> <C> <C> <C>
Retail A Shares.................... 0.71% 18.47% 15.55% (2/12/93)
Retail B Shares purchased prior to
January 1, 2001.................. 1.02% -- 15.76% (3/4/96)
Retail B Shares purchased on or
after January 1, 2001............ 1.02% -- 15.41% (3/4/96)
</TABLE>
<TABLE>
<CAPTION>
1 YEAR SINCE INCEPTION
STRATEGIC EQUITY FUND: -------------- -----------------------
<S> <C> <C>
Retail A Shares......................... -5.67% -1.78% (3/4/98)
Retail B Shares purchased prior to
January 1, 2001....................... -5.03% -1.64% (3/4/98)
Retail B Shares purchased on or after
January 1, 2001....................... -5.03% -1.64% (3/4/98)
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS SINCE INCEPTION
EQUITY VALUE FUND: ------ ------- -------- ---------------
<S> <C> <C> <C> <C>
Retail A Shares............... 0.52% 19.71% 14.20% 14.39% (9/1/88)
Retail B Shares purchased
prior to January 1, 2001.... 1.31% -- -- 17.45% (3/4/96)
Retail B Shares purchased on
or after January 1, 2001.... 1.31% -- -- 17.12% (3/4/96)
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
EQUITY GROWTH FUND: ------ ------- ---------------
<S> <C> <C> <C>
Retail A Shares.................... 18.77% 25.67% 18.40% (12/14/90)
Retail B Shares purchased prior to
January 1, 2001.................. 20.11% -- 23.81% (3/4/96)
Retail B Shares purchased on or
after January 1, 2001............ 20.11% -- 23.53% (3/4/96)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
INTERNATIONAL EQUITY FUND: ------ ------- ---------------
<S> <C> <C> <C>
Retail A Shares.................... 32.98% 17.48% 13.76% (12/30/91)
Retail B Shares purchased prior to
January 1, 2001.................. 35.21% -- 41.18% (11/1/98)
Retail B Shares purchased on or
after January 1, 2001............ 35.21% -- 41.18% (11/1/98)
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
SMALL CAP VALUE FUND: ------ ------- ---------------
<S> <C> <C> <C>
Retail A Shares.................... 4.12% 16.51% 13.64% (2/12/93)
Retail B Shares purchased prior to
January 1, 2001.................. 4.67% -- 11.18% (11/1/98)
Retail B Shares purchased on or
after January 1, 2001............ 4.67% -- 11.18% (11/1/98)
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
SMALL COMPANY EQUITY FUND: ------ ------- ---------------
<S> <C> <C> <C>
Retail A Shares.................... 30.97% 17.43% 13.59% (12/30/91)
Retail B Shares purchased prior to
January 1, 2001.................. 33.21% -- 12.96% (3/4/96)
Retail B Shares purchased on or
after January 1, 2001............ 33.21% -- 12.59% (3/4/96)
</TABLE>
4. CHANGES IN EXAMPLES TO FEES AND EXPENSES TABLES.
As a result of the changes discussed above, there are certain changes to the
examples to the tables setting forth the fees and expenses associated with an
investment in the Funds. The examples as to the Asset Allocation Fund, Equity
Income Fund, Growth and Income Fund, Strategic Equity Fund, Equity Value Fund,
Equity Growth Fund, International Equity Fund, Small Cap Value Fund and Small
Company Equity Fund found on pages 5, 8, 12, 15, 19, 22, 26, 30 and 33,
respectively, of the Prospectus are deleted and replaced with the following:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
ASSET ALLOCATION FUND: ------ ------- ------- --------
<S> <C> <C> <C> <C>
Retail A Shares............... $700 $ 963 $1,247 $2,053
Retail B Shares purchased
prior to January 1, 2001.... $702 $ 924 $1,273 $1,976
Retail B Shares purchased on
or after January 1, 2001.... $702 $1,024 $1,373 $1,969
If you hold Retail B Shares, you would pay the following expenses
if you didn't sell your shares:
Retail B Shares purchased
prior to January 1, 2001.... $202 $ 624 $1,073 $1,976
Retail B Shares purchased on
or after January 1, 2001.... $202 $ 624 $1,073 $1,969
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
EQUITY INCOME FUND: ------ ------- ------- --------
<S> <C> <C> <C> <C>
Retail A Shares............... $703 $ 972 $1,262 $2,084
Retail B Shares purchased
prior to January 1, 2001.... $709 $ 946 $1,308 $2,031
Retail B Shares purchased on
or after January 1, 2001.... $709 $1,046 $1,408 $2,024
If you hold Retail B Shares, you would pay the following expenses
if you didn't sell your shares:
Retail B Shares purchased
prior to January 1, 2001.... $209 $ 646 $1,108 $2,031
Retail B Shares purchased on
or after January 1, 2001.... $209 $ 646 $1,108 $2,024
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
GROWTH AND INCOME FUND: ------ ------- ------- --------
<S> <C> <C> <C> <C>
Retail A Shares............... $708 $ 990 $1,292 $2,148
Retail B Shares purchased
prior to January 1, 2001.... $709 $ 946 $1,308 $2,061
Retail B Shares purchased on
or after January 1, 2001.... $709 $1,046 $1,408 $2,054
If you hold Retail B Shares, you would pay the following expenses
if you didn't sell your shares:
Retail B Shares purchased
prior to January 1, 2001.... $209 $ 646 $1,108 $2,061
Retail B Shares purchased on
or after January 1, 2001.... $209 $ 646 $1,108 $2,054
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
STRATEGIC EQUITY FUND ------ ------- ------- --------
<S> <C> <C> <C> <C>
Retail A Shares............... $726 $1,042 $1,381 $2,335
Retail B Shares purchased
prior to January 1, 2001.... $736 $1,027 $1,445 $2,302
Retail B Shares purchased on
or after January 1, 2001.... $736 $1,127 $1,545 $2,293
If you hold Retail B Shares, you would pay the following expenses
if you didn't sell your shares:
Retail B Shares purchased
prior to January 1, 2001.... $236 $ 727 $1,245 $2,302
Retail B Shares purchased on
or after January 1, 2001.... $236 $ 727 $1,245 $2,293
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
EQUITY VALUE FUND ------ ------- ------- --------
<S> <C> <C> <C> <C>
Retail A Shares............... $706 $ 981 $1,277 $2,116
Retail B Shares purchased
prior to January 1, 2001.... $714 $ 961 $1,334 $2,075
Retail B Shares purchased on
or after January 1, 2001.... $714 $1,061 $1,434 $2,067
If you hold Retail B Shares, you would pay the following expenses
if you didn't sell your shares:
Retail B Shares purchased
prior to January 1, 2001.... $214 $ 661 $1,134 $2,075
Retail B Shares purchased on
or after January 1, 2001.... $214 $ 661 $1,134 $2,067
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
EQUITY GROWTH FUND ------ ------- ------- --------
<S> <C> <C> <C> <C>
Retail A Shares............... $702 $ 969 $1,257 $2,074
Retail B Shares purchased
prior to January 1, 2001.... $712 $ 955 $1,324 $2,043
Retail B Shares purchased on
or after January 1, 2001.... $712 $1,055 $1,424 $2,036
If you hold Retail B Shares, you would pay the following expenses
if you didn't sell your shares:
Retail B Shares purchased
prior to January 1, 2001.... $212 $ 655 $1,124 $2,043
Retail B Shares purchased on
or after January 1, 2001.... $212 $ 655 $1,124 $2,036
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
INTERNATIONAL EQUITY FUND ------ ------- ------- --------
<S> <C> <C> <C> <C>
Retail A Shares............... $732 $1,063 $1,415 $2,407
Retail B Shares purchased
prior to January 1, 2001.... $760 $1,099 $1,565 $2,469
Retail B Shares purchased on
or after January 1, 2001.... $760 $1,199 $1,665 $2,458
If you hold Retail B Shares, you would pay the following expenses
if you didn't sell your shares:
Retail B Shares purchased
prior to January 1, 2001.... $260 $ 799 $1,365 $2,469
Retail B Shares purchased on
or after January 1, 2001.... $260 $ 799 $1,365 $2,458
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
SMALL CAP VALUE FUND ------ ------- ------- --------
<S> <C> <C> <C> <C>
Retail A Shares............... $726 $1,042 $1,381 $2,335
Retail B Shares purchased
prior to January 1, 2001.... $745 $1,055 $1,491 $2,352
Retail B Shares purchased on
or after January 1, 2001.... $745 $1,155 $1,591 $2,343
If you hold Retail B Shares, you would pay the following expenses
if you didn't sell your shares:
Retail B Shares purchased
prior to January 1, 2001.... $245 $ 755 $1,291 $2,352
Retail B Shares purchased on
or after January 1, 2001.... $245 $ 755 $1,291 $2,343
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
SMALL COMPANY EQUITY FUND ------ ------- ------- --------
<S> <C> <C> <C> <C>
Retail A Shares............... $726 $1,042 $1,381 $2,335
Retail B Shares purchased
prior to January 1, 2001.... $734 $1,021 $1,435 $2,291
Retail B Shares purchased on
or after January 1, 2001.... $734 $1,121 $1,535 $2,282
If you hold Retail B Shares, you would pay the following expenses
if you didn't sell your shares:
Retail B Shares purchased
prior to January 1, 2001.... $234 $ 721 $1,235 $2,291
Retail B Shares purchased on
or after January 1, 2001.... $234 $ 721 $1,235 $2,282
</TABLE>
In addition to the assumptions listed in the Prospectus, the examples assume
that if you purchased your Retail B Shares on or after January 1, 2001, your
Retail B Shares will convert to Retail A Shares after eight years.
6
<PAGE>
THE GALAXY FUND
("GALAXY")
GALAXY INTERMEDIATE TAX-EXEMPT BOND FUND
GALAXY CONNECTICUT INTERMEDIATE MUNICIPAL BOND FUND
GALAXY MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUND
GALAXY GROWTH FUND II
(THE "FUNDS")
RETAIL A SHARES AND RETAIL B SHARES
SUPPLEMENT DATED DECEMBER 22, 2000
TO PROSPECTUS DATED JUNE 1, 2000
(AS REVISED JUNE 26, 2000)
AND REDATED SEPTEMBER 30, 2000
THIS PROSPECTUS CONTAINS NEW AND ADDITIONAL INFORMATION BEYOND THAT
CONTAINED IN THE PROSPECTUS AS PREVIOUSLY SUPPLEMENTED AND SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS AND SUPPLEMENT.
1. RETAIL A SHARE CHANGES.
The maximum sales charge (sometimes called a front-end load) you'll pay if
you buy Retail A Shares of the Funds is changed (a) to 4.75% for the
Intermediate Tax-Exempt Bond Fund, Connecticut Intermediate Municipal Bond Fund
and Massachusetts Intermediate Municipal Bond Fund and (b) to 5.75% for the
Growth Fund II, effective for all purchases made on or after January 1, 2001.
This front-end load may decrease as the amount you invest increases, as shown in
the following charts:
INTERMEDIATE TAX-EXEMPT BOND, CONNECTICUT INTERMEDIATE MUNICIPAL BOND AND
MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUNDS:
<TABLE>
<CAPTION>
TOTAL SALES CHARGE
-------------------------------------------------------
AS A % OF THE OFFERING PRICE
AMOUNT OF YOUR INVESTMENT PER SHARE AS A % OF YOUR INVESTMENT
------------------------- ---------------------------- -------------------------
<S> <C> <C>
Less than $50,000....................... 4.75% 4.99%
$50,000 but less than $100,000.......... 4.50% 4.71%
$100,000 but less than $250,000......... 3.50% 3.63%
$250,000 but less than $500,000......... 2.50% 2.56%
$500,000 but less than $1,000,000....... 2.00% 2.04%
$1,000,000 and over..................... 0.00%(1) 0.00%(1)
</TABLE>
-------------------
(1) There is no front-end sales charge on investments in Retail A Shares of
$1,000,000 or more. However, if you sell the shares within one year after
buying them, you'll pay a CDSC of 1% of the offering price or 1% of the net
asset value of your shares, whichever is less, unless the shares were sold
because of the death or disability of the shareholder. Galaxy will waive
this 1% CDSC on withdrawals of Retail A Shares made through Galaxy's
Systematic Withdrawal Plan that don't annually exceed 12% of your account's
value. See "Galaxy investor programs--Systematic withdrawal plan" on
page 30 of the Prospectus.
PRORETBKB3
<PAGE>
GROWTH FUND II:
<TABLE>
<CAPTION>
TOTAL SALES CHARGE
-------------------------------------------------------
AS A % OF THE OFFERING PRICE
AMOUNT OF YOUR INVESTMENT PER SHARE AS A % OF YOUR INVESTMENT
------------------------- ---------------------------- -------------------------
<S> <C> <C>
Less than $50,000....................... 5.75% 6.01%
$50,000 but less than $100,000.......... 4.50% 4.71%
$100,000 but less than $250,000......... 3.50% 3.63%
$250,000 but less than $500,000......... 2.50% 2.56%
$500,000 but less than $1,000,000....... 2.00% 2.04%
$1,000,000 and over..................... 0.00%(1) 0.00%(1)
</TABLE>
-------------------
(1) There is no front-end sales charge on investments in Retail A Shares of
$1,000,000 or more. However, if you sell the shares within one year after
buying them, you'll pay a CDSC of 1% of the offering price or 1% of the net
asset value of your shares, whichever is less, unless the shares were sold
because of the death or disability of the shareholder. Galaxy will waive
this 1% CDSC on withdrawals of Retail A Shares made through Galaxy's
Systematic Withdrawal Plan that don't annually exceed 12% of your account's
value. See "Galaxy investor programs--Systematic withdrawal plan" on
page 30 of the Prospectus.
Please note that when you buy your Retail A Shares, you must tell your
broker-dealer or Galaxy's distributor if you qualify for a sales load waiver.
Ask your broker-dealer or Galaxy's distributor, or consult the Prospectus and
Statement of Additional Information, for instances in which the sales load on
Retail A Shares is waived. To contact Galaxy's distributor call 1-877-BUY-
GALAXY (1-877-289-4252).
The following sales load waivers are eliminated effective for all purchases
of Retail A Shares made on or after January 1, 2001:
- You buy shares for any retirement account provided you held Retail A
Shares in a retirement account prior to January 1, 1999.
- You buy shares for any retirement account and your total cumulative
Retail A Share retirement account balance was $30,000 or more between
January 1, 1999 and June 30, 1999.
- You previously paid a sales charge for the shares of another mutual fund
company (as long as you buy the Galaxy shares within 60 days of selling
your other shares).
2. RETAIL B SHARE CHANGES.
Any Retail B Shares of the Growth Fund II that you purchase on or after
January 1, 2001 will be subject to a contingent deferred sales charge (sometimes
called a back-end load or CDSC) if you
2
<PAGE>
redeem the shares within seven years of buying them. The following table shows
the schedule of CDSC charges for Retail B Shares purchased on or after
January 1, 2001:
<TABLE>
<CAPTION>
IF YOU SELL YOUR SHARES YOU'LL PAY A CDSC OF
----------------------- --------------------
<S> <C>
during the first year................................. 5.00%
during the second year................................ 4.00%
during the third year................................. 4.00%
during the fourth year................................ 4.00%
during the fifth year................................. 3.00%
during the sixth year................................. 2.00%
during the seventh year............................... 1.00%
after the seventh year................................ None
</TABLE>
The CDSC is based on the value of the Retail B Shares on the date that they are
sold or the original cost of the shares, whichever is lower.
Retail B Shares of the Growth Fund II purchased on or after January 1, 2001
will automatically convert to Retail A Shares of the Fund eight years after
purchase.
3. RESTATEMENT OF AVERAGE ANNUAL TOTAL RETURNS.
As stated in the Prospectus, the Funds began operations as separate
portfolios (the "Predecessor Funds") of the Boston 1784 Funds. On June 26, 2000,
each Predecessor Fund was reorganized as a new portfolio of Galaxy. As a result
of the changes discussed above, the Predecessor Funds' average annual total
returns (after taking into account any sales charges) for the periods ended
December 31, 1999 have been restated (i) to include the effect of the maximum
4.75% or 5.75%, as applicable, front-end sales charge on purchases of Retail A
Shares made on or after January 1, 2001 and (ii) to include the effect of the
changes in the schedule of CDSC charges and the time of conversion with respect
to Retail B Shares of the Growth Fund II purchased on or after January 1, 2001.
The average annual total returns for the Predecessor Funds found on
pages 4, 8, 12, and 16 of the Prospectus are deleted and replaced with the
following:
<TABLE>
<CAPTION>
PREDECESSOR FUND OF INTERMEDIATE 1 YEAR 5 YEARS SINCE INCEPTION
TAX-EXEMPT BOND FUND: -------------- ------- ---------------
<S> <C> <C> <C>
Predecessor Fund (Boston 1784
Tax-Exempt Medium-Term Income
Fund)(1)......................... -7.59% 5.03% 4.33% (6/14/93)
</TABLE>
-------------------
(1) The performance of the Predecessor Fund has been restated to include the
effect of the maximum 4.75% front-end sales charge payable on purchases of
Retail A Shares made on or after January 1, 2001.
3
<PAGE>
<TABLE>
<CAPTION>
PREDECESSOR FUND OF CONNECTICUT 1 YEAR 5 YEARS SINCE INCEPTION
INTERMEDIATE MUNICIPAL BOND FUND: -------------- ------- ---------------
<S> <C> <C> <C>
Predecessor Fund (Boston 1784
Connecticut Tax-Exempt Income
Fund)(1)......................... -7.43% 4.95% 4.38% (8/1/94)
</TABLE>
-------------------
(1) The performance of the Predecessor Fund has been restated to include the
effect of the maximum 4.75% front-end sales charge payable on purchases of
Retail A Shares made on or after January 1, 2001.
<TABLE>
<CAPTION>
PREDECESSOR FUND OF MASSACHUSETTS 1 YEAR 5 YEARS SINCE INCEPTION
INTERMEDIATE MUNICIPAL BOND FUND: -------------- ------- ---------------
<S> <C> <C> <C>
Predecessor Fund (Boston 1784
Massachusetts Tax-Exempt Income
Fund)(1)......................... -6.81% 4.78% 3.80% (6/14/93)
</TABLE>
-------------------
(1) The performance of the Predecessor Fund has been restated to include the
effect of the maximum 4.75% front-end sales charge payable on purchases of
Retail A Shares made on or after January 1, 2001.
<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
PREDECESSOR FUND OF GROWTH FUND II: ------ ------- ---------------
<S> <C> <C> <C>
Predecessor Fund (Boston 1784 Growth
Fund)(1)......................... 60.62% -- 23.00% (3/28/96)
Predecessor Fund (Boston 1784 Growth
Fund)(2)......................... 65.42% -- 24.52% (3/28/96)
Predecessor Fund (Boston 1784 Growth
Fund)(3)......................... 65.42% -- 24.37% (3/28/96)
</TABLE>
-------------------
(1) The performance of the Predecessor Fund has been restated to include the
effect of the maximum 5.75% front-end sales charge payable on purchases of
Retail A Shares made on or after January 1, 2001.
(2) The performance of the Predecessor Fund has been restated to include the
effect of the applicable contingent deferred sales charge on redemptions of
Retail B Shares that are purchased prior to January 1, 2001 and redeemed
within six years of purchase. Retail B Shares are also subject to
distribution and service (12b-1) fees at an annual rate of 0.95% of the
Fund's Retail B Share assets. Had the performance of the Predecessor Fund
been restated to reflect these distribution and service (12b-1) fees,
average annual total returns for the Predecessor Fund would have been
lower.
(3) The performance of the Predecessor Fund has been restated to include the
effect of the applicable contingent deferred sales charge on redemptions of
Retail B Shares that are purchased on or after January 1, 2001 and redeemed
within seven years of purchase. Retail B Shares are also subject to
distribution and service (12b-1) fees at an annual rate of 0.95% of the
Fund's Retail B Share assets. Had the performance of the Predecessor Fund
been restated to reflect these distribution and service (12b-1) fees,
average annual total returns for the Predecessor Fund would have been
lower.
4
<PAGE>
4. CHANGES IN EXAMPLES TO FEES AND EXPENSES TABLES.
As a result of the changes discussed above, there are certain changes to the
examples to the tables setting forth the fees and expenses associated with an
investment in the Funds. The examples as to the Intermediate Tax-Exempt Bond
Fund, Connecticut Intermediate Municipal Bond Fund, Massachusetts Intermediate
Municipal Bond Fund and Growth Fund II found on pages 5, 9, 13 and 17,
respectively, of the Prospectus are deleted and replaced with the following:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
INTERMEDIATE TAX-EXEMPT BOND FUND: ------ ------- ------- --------
<S> <C> <C> <C> <C>
Retail A Shares................. $577 $793 $1,027 $1,697
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
CONNECTICUT INTERMEDIATE MUNICIPAL BOND FUND: ------ ------- ------- --------
<S> <C> <C> <C> <C>
Retail A Shares...................... $579 $799 $1,037 $1,719
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUND: ------ ------- ------- --------
<S> <C> <C> <C> <C>
Retail A Shares....................... $579 $799 $1,037 $1,719
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
GROWTH FUND II: ------ ------- ------- --------
<S> <C> <C> <C> <C>
Retail A Shares............... $694 $946 $1,217 $1,989
Retail B Shares purchased
prior to January 1, 2001.... $692 $894 $1,221 $1,887
Retail B Shares purchased on
or after January 1, 2001.... $692 $994 $1,321 $1,881
If you hold Retail B Shares, you would pay the following expenses
if you didn't sell your shares:
Retail B Shares purchased
prior to January 1, 2001.... $192 $594 $1,021 $1,887
Retail B Shares purchased on
or after January 1, 2001.... $192 $594 $1,021 $1,881
</TABLE>
In addition to the assumptions listed in the Prospectus, the examples assume
that if you purchased your Retail B Shares of the Growth Fund II on or after
January 1, 2001, your Retail B Shares will convert to Retail A Shares after
eight years.
5
