STRONG OPPORTUNITY FUND INC, 485APOS, 1995-02-24

STRONG OPPORTUNITY FUND INC
485APOS, 1995-02-24

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<PAGE> 1

As filed with the Securities and Exchange Commission on or about
February 24, 1995

Securities Act Registration No. 33-1932
Investment Company Act Registration No. 811-3793

SECURITIES AND EXCHANGE COMMISSION
Washington D.C.

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. ______ [ ]
Post-Effective Amendment No. 12 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 13 [X]
(Check appropriate box or boxes)

STRONG OPPORTUNITY FUND, INC.
(Exact Name of Registrant as Specified in Charter)

100 HERITAGE RESERVE
MENOMONEE FALLS, WISCONSIN 53051
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (414) 359-3400

THOMAS P. LEMKE
STRONG CAPITAL MANAGEMENT, INC.
100 HERITAGE RESERVE
MENOMONEE FALLS, WISCONSIN 53051
(Name and Address of Agent for Service)

Copies to
SCOTT A. MOEHRKE
GODFREY & KAHN, S.C.
780 NORTH WATER STREET
MILWAUKEE, WISCONSIN 53202

Registrant has registered an indefinite amount of securities pursuant
to Rule 24f-2 under the Securities Act of 1933; the Registrant's Rule 24f-2
Notice for the fiscal year ended December 31, 1994 was filed on or about
January 27, 1995.

It is proposed that this filing will become effective (check
appropriate box).

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on (date) pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[X] on May 1, 1995 pursuant to paragraph (a)(1) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
<PAGE> 2

STRONG OPPORTUNITY FUND, INC.

CROSS REFERENCE SHEET

(Pursuant to Rule 481 showing the location in the Prospectus and the
Statement of Additional Information of the responses to the Items of Parts A
and B of Form N-1A.)

<TABLE>
<CAPTION>
CAPTION OR SUBHEADING IN PROSPECTUS OR
ITEM NO. ON FORM N-1A STATEMENT OF ADDITIONAL INFORMATION
--------------------- -----------------------------------
<S> <C>
PART A - INFORMATION REQUIRED IN PROSPECTUS

1. Cover Page Cover Page

2. Synopsis Expenses; Highlights

3. Condensed Financial Information Financial Highlights

4. General Description of Registrant Strong Growth Funds; Investment Objectives and
Policies; Implementation of Policies and Risks;
About the Funds - Organization

5. Management of the Fund About the Funds - Management; Financial Highlights

5A. Management's Discussion of Fund Performance *

6. Capital Stock and Other Securities About the Funds - Organization, - Distributions and
Taxes; Shareholders Manual - Shareholder Services

7. Purchase of Securities Being Offered Shareholder Manual - How to Buy Shares, -
Determining Your Share Price, - Shareholder
Services

8. Redemption or Repurchase Shareholder Manual - How to Sell Shares, -
Determining Your Share Price, - Shareholder
Services

9. Pending Legal Proceedings Inapplicable

PART B - INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL
INFORMATION

10. Cover Page Cover page

11. Table of Contents Table of Contents

12. General Information and History **

13. Investment Objectives and Policies Investment Restrictions; Investment Policies and
Techniques

14. Management of the Fund Directors and Officers of the Fund

15. Control Persons and Principal Holders of Securities Principal Shareholder; Directors and Officers of
the Fund; Investment Advisor and Distributor

16. Investment Advisory and Other Services Investment Advisor and Distributor; About the Funds
- Management (in Prospectus); Custodian; Transfer
Agent and Dividend-Disbursing Agent; Independent
Accountants
</TABLE>
<PAGE> 3

18. Capital Stock and Other Securities Included in Prospectus under the heading About the
Funds - Organization and in the Statement of
Additional Information under the heading
Shareholder Meetings

19. Purchase, Redemption and Pricing of Securities Being Included in Prospectus under the headings:
Offered Shareholder Manual - How to Buy Shares, -
Determining Your Share Price, - How to Sell Shares,
- Shareholder Services; and in the Statement of
Additional information under the headings:
Shareholder Services; Investment Advisor and
Distributor; and Determination of Net Asset Value

20. Tax Status Included in Prospectus under the heading About the
Funds - Distributions and Taxes; and in the
Statement of Additional Information under the
heading Taxes

21. Underwriters Investment Advisor and Distributor

22. Calculation of Performance Data Performance Information

23. Financial Statements Financial Statements
</TABLE>

* Complete answer to Item is contained in Registrant's Annual Report.
** Complete answer to Item is contained in Registrant's Prospectus.

<PAGE> 4

<PAGE> 1

Dated May 1, 1995

<TABLE>
<S> <C>
STRONG GROWTH FUNDS STRONG FUNDS
STRONG OPPORTUNITY FUND, INC. P.O. Box 2936
STRONG GROWTH FUND, INC. Milwaukee, Wisconsin 53201
STRONG COMMON STOCK FUND, INC. Telephone: (414) 359-1400
STRONG DISCOVERY FUND, INC. Toll-Free: (800) 368-3863
STRONG INTERNATIONAL STOCK FUND, INC. Device for the Hearing-
STRONG ASIA PACIFIC FUND, INC. Impaired: (800) 999-2780

</TABLE>

The Strong Family of Funds ("Strong Funds") is a family of twenty-four
separately incorporated, diversified and non-diversified, open-end management
investment companies, commonly called mutual funds. All of the Strong Funds are
no-load funds. There are no sales charges, redemption fees, or 12b-1 fees. The
Strong Funds include growth funds, growth and income funds, income funds,
municipal income funds, and money market funds. Six of these funds, the "Strong
Growth Funds," are described in this Prospectus.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
THE FUNDS MAY ENGAGE IN SUBSTANTIAL SHORT-TERM TRADING, WHICH MAY INCREASE A
FUND'S EXPENSES. EACH FUND MAY INVEST A SIGNIFICANT PORTION OF ITS ASSETS IN
RESTRICTED SECURITIES. THESE INVESTMENT POLICIES INVOLVE SUBSTANTIAL RISK AND
MAY BE CONSIDERED SPECULATIVE.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
This Prospectus contains information you should consider before investing.
Please read it carefully and keep it for future reference. A Statement of
Additional Information for the Funds dated May 1, 1995, which contains further
information and is incorporated by reference into this Prospectus, has been
filed with the Securities and Exchange Commission ("SEC"). This Statement,
which may be revised from time to time, is available without charge upon
request to the above-noted address or telephone number.

<PAGE> 2

STRONG GROWTH FUNDS

Strong Opportunity Fund, Inc., Strong Growth Fund, Inc., Strong Common Stock
Fund, Inc., Strong Discovery Fund, Inc., Strong International Stock Fund, Inc.,
and Strong Asia Pacific Fund, Inc. (collectively the "Funds" or the "Strong
Growth Funds" and individually sometimes referred to as a "Fund") are
separately incorporated, diversified, open-end management investment companies.

STRONG OPPORTUNITY FUND (the "Opportunity Fund") seeks capital growth. The Fund
invests at least 70% of its assets in equity securities. It currently
emphasizes medium-sized companies that the Fund's Advisor believes are
under-researched and attractively valued.

STRONG GROWTH FUND (the "Growth Fund") seeks capital growth. The Fund invests
primarily in equity securities that the Fund's Advisor believes have
above-average growth prospects.

STRONG COMMON STOCK FUND (the "Common Stock Fund") seeks capital growth. The
Fund invests at least 80% of its assets in equity securities. It currently
emphasizes small companies that the Fund's Advisor believes are
under-researched and attractively valued. The Common Stock Fund is currently
closed to new investors.

STRONG DISCOVERY FUND (the "Discovery Fund") seeks capital growth. The Fund's
Advisor seeks to identify emerging investment trends and attractive growth
opportunities. While the Fund normally emphasizes equity investments, it also
has the flexibility to invest in bonds and short-term, fixed-income securities.

STRONG INTERNATIONAL STOCK FUND (the "International Stock Fund") seeks capital
growth. The Fund invests primarily in the equity securities of issuers located
outside the United States.

STRONG ASIA PACIFIC FUND (the "Asia Pacific Fund") seeks capital growth. The
Fund invests primarily in the equity securities of issuers located in Asia or
the Pacific Basin.

<PAGE> 3

TABLE OF CONTENTS PAGE

<S> <C>
EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0

FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . 0

HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0

INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . 0
</TABLE>

<TABLE>
<S> <C>
Comparing the Funds . . . . . . . . . . . . . . . . . . . . . 0
Strong Opportunity Fund . . . . . . . . . . . . . . . . . . . 0
Strong Growth Fund . . . . . . . . . . . . . . . . . . . . . 0
Strong Common Stock Fund . . . . . . . . . . . . . . . . . . 0
Strong Discovery Fund . . . . . . . . . . . . . . . . . . . . 0
Strong International Stock Fund. . . . . . . . . . . . . . . 0
Strong Asia Pacific Fund . . . . . . . . . . . . . . . . . . 0
</TABLE>

<TABLE>
<S> <C>
IMPLEMENTATION OF POLICIES AND RISKS . . . . . . . . . . . . . . . . . 0

ABOUT THE FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0

SHAREHOLDER MANUAL . . . . . . . . . . . . . . . . . . . . . . . . . . 0
</TABLE>

___________________________

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and the Statement
of Additional Information, and if given or made, such information or
representations may not be relied upon as having been authorized by the Strong
Growth Funds. This Prospectus does not constitute an offer to sell securities
to any person in any state or jurisdiction in which such offering may not
lawfully be made.

<PAGE> 4

EXPENSES

The following information is provided in order to help you understand the
various costs and expenses that you, as an investor in the Funds, will bear
directly or indirectly.

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Sales Load Imposed on Purchases . . . . . . . . . . . . . NONE
Sales Load Imposed on Reinvested Dividends . . . . . . . NONE
Deferred Sales Load . . . . . . . . . . . . . . . . . . NONE
Redemption Fees . . . . . . . . . . . . . . . . . . . . . NONE
Exchange Fees . . . . . . . . . . . . . . . . . . . . . . NONE
</TABLE>

There are certain charges associated with retirement accounts and with certain
services offered by the Funds. Purchases and redemptions may also be made
through broker-dealers or others who may charge a commission or other
transaction fee for their services.

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
<TABLE>
<CAPTION>
TOTAL
MANAGEMENT OTHER 12B-1 OPERATING
FEES EXPENSES FEES EXPENSES
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
<S> <C> <C> <C> <C>
Opportunity Fund 1.00% %* NONE %
Growth Fund 1.00 * NONE
Common Stock Fund 1.00 * NONE
Discovery Fund 1.00 * NONE
International Stock Fund 1.00 NONE
Asia Pacific Fund 1.00 NONE
</TABLE>
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

* The Funds may use brokerage commission credits to pay certain expenses that
otherwise would require cash payments by the Funds. In all cases, such
credits have been immaterial in amount. The Advisor believes that this
practice has not resulted in any increase in the level of commissions paid
by the Funds.

I-4

<PAGE> 5

From time to time, the Funds' investment advisor, Strong Capital Management,
Inc. (formerly known as Strong/Corneliuson Capital Management, Inc.) (the
"Advisor"), may voluntarily waive its management fee and/or absorb certain
expenses for any of the Funds. The expenses specified in the table above are
based on actual expenses incurred for the year ended December 31, 1994. For
additional information concerning fees and expenses, see "About the Funds --
Management."

EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period:

PERIOD (IN YEARS)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1 3 5 10
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
<S> <C> <C> <C> <C>
Opportunity Fund $ $ $ $
Growth Fund
Common Stock Fund
Discovery Fund
International Stock Fund
Asia Pacific Fund
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

The Example is based on the "Total Operating Expenses" described above. PLEASE
REMEMBER THAT THE EXAMPLE SHOULD NOT BE CONSIDERED AS REPRESENTATIVE OF PAST OR
FUTURE EXPENSES AND THAT ACTUAL EXPENSES MAY BE HIGHER OR LOWER THAN THOSE
SHOWN. The assumption in the Example of a 5% annual return is required by
regulations of the SEC applicable to all mutual funds. The assumed 5% annual
return is not a prediction of, and does not represent, the projected or actual
performance of a Fund's shares.

I-5
<PAGE> 6

FINANCIAL HIGHLIGHTS

The following annual Financial Highlights for each of the Strong Growth Funds
has been audited by Coopers & Lybrand L.L.P., independent certified public
accountants. Their report for the fiscal year ended December 31, 1994 is
included in the Annual Report of the Growth Funds that is contained in the
Funds' Statement of Additional Information. The Financial Highlights for the
Funds should be read in conjunction with the Financial Statements and related
notes included in the Funds' Annual Report. Additional information about each
Fund's performance is contained in the Funds' Annual Report, which may be
obtained without charge by calling or writing Strong Funds.

I-6
<PAGE> 7
STRONG OPPORTUNITY FUND

<TABLE>
<CAPTION>
1994 1993 1992 1991 1990 1989 1988 1987 1986
---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period $ 24.70 $ 21.24 $ 16.29 $ 19.21 $ 16.90 $ 15.87 $ 15.99 $ 10.00
Income from Investment
Operations
Net Investment Income 0.06 0.06 0.21 0.63 0.84 1.35 0.27 0.05
Net Realized and
Unrealized Gains
(Losses) on Investments 5.10 3.62 4.93 (2.77) 2.31 1.23 1.65 5.94
Total from Investment ------- ------- -------- -------- -------- ------- ------- -------
Operations 5.16 3.68 5.14 (2.14) 3.15 2.58 1.92 5.99
Less Distributions
Dividends from Net
Investment Income (0.06) (0.06) (0.19) (0.74) (0.68) (1.37) (0.24) -
Distributions from Net
Realized Gains (1.57) (0.16) - (0.04) (0.16) - (1.80) -
Returns of Capital - - - - - (0.18) - -
-------- ------- -------- -------- -------- ------- ------- -------
TOTAL DISTRIBUTIONS (1.63) ( 0.22) (0.19) (0.78) (0.84) (1.55) (2.04) -
-------- ------- -------- -------- -------- ------- ------- -------
Net Asset Value, End of Period $ 28.23 $ 24.70 $ 21.24 $ 16.29 $ 19.21 $ 16.90 $ 15.87 $ 15.99
======== ======== ======== ======== ======== ======== ======== ========

Total Return +21.2% +17.4% +31.7% -11.3% +18.5% +16.5% +11.9% +59.9%
Net Assets, End of Period
(In Thousands) $443,503 $193,208 $159,667 $131,919 $205,043 $157,353 $153,573 $ 43,632
Ratio of Expenses to Average
Net Assets 1.4% 1.5% 1.7% 1.7% 1.6% 1.6% 1.5% 1.7%
Ratio of Net Investment Income
to Average Net Assets 0.2% 0.3% 1.1% 3.3% 4.3% 7.4% 1.7% 0.7%
Portfolio Turnover Rate 109.1% 138.5% 270.5% 275.0% 305.6% 352.4% 371.2% 170.2%

</TABLE>

Please see the Notes to the Financial Highlights on page 1-9

I-7
<PAGE> 8

STRONG GROWTH FUND
<TABLE> 1994
<CAPTION> ----
<S> <C>
Net Asset Value, Beginning of Period
Income from Investment Operations
Net Investment Income (Loss)
Net Realized and Unrealized Gains
on Investments
Total from Investment Operations
Less Distributions
Dividends from Net Investment Income
Distributions from Net Realized Gains
Total Distributions
Net Asset Value, End of Period

Total Return
Net Assets, End of Period (In Thousands)
Ratio of Expenses to Average Net Assets
Ratio of Net Investment Income to
Average Net Assets
Portfolio Turnover Rate
</TABLE>

STRONG COMMON STOCK FUND

<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $ 15.07 $ 12.84 $ 10.02 $ 10.00
Income from Investment Operations
Net Investment Income (Loss) 0.04 0.03 (0.02) 0.07
Net Realized and Unrealized Gains
on Investments 3.74 2.59 5.42 0.03
-------- -------- -------- --------
Total from Investment Operations 3.78 2.62 5.40 0.10
Less Distributions
Dividends from Net Investment Income (0.04) (0.01) - (0.08)
Distributions from Net Realized Gains (0.87) (0.38)(1) (2.58)(2) -
-------- -------- -------- --------
Total Distributions (0.91) (0.39) (2.58) (0.08)
-------- -------- -------- --------
Net Asset Value, End of Period $ 17.94 $ 15.07 $ 12.87 $ 10.02
======== ======== ======== ========

Total Return +25.2% +20.8% +57.1% +1.0%
Net Assets, End of Period (In Thousands) $762,086 $179,113 $ 48,549 $ 2,432
Ratio of Expenses to Average Net Assets 1.4% 1.4% 2.0% 2.0%
Ratio of Net Investment Income to
Average Net Assets 0.2% 0.1% (0.5)% 0.9%
Portfolio Turnover Rate 80.9% 291.7% 2,460.7% 291.2%
</TABLE>

STRONG DISCOVERY FUND

<TABLE>
<CAPTION>
1994 1993 1992 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $ 16.01 $ 17.49 $ 12.51 $ 13.18 $ 11.44 $ 10.00
Income from Investment Operations
Net Investment Income (Loss) (0.01) (0.06) - 0.27 0.30 0.95
Net Realized and Unrealized Gains
(Losses) on Investments 3.48 0.23 8.41 (0.63) 2.43 1.49
-------- -------- -------- -------- -------- --------
Total from Investment Operations 3.47 0.17 8.41 (0.36) 2.73 2.44
Less Distributions
Dividends from Net Investment Income - - - (0.31) (0.28) (0.97)
Distributions from Net Realized Gains (1.43)(3) (1.65)(4) (3.43)(5) - (0.71) (0.03)
-------- -------- -------- -------- -------- --------
Total Distributions (1.43) (1.65) (3.43) (0.31) (0.99) (1.00)
Net Asset Value, End of Period -------- -------- -------- -------- -------- --------
$ 18.05 $ 16.01 $ 17.49 $ 12.51 $ 13.18 $ 11.44
======== ======== ======== ======== ======== ========
Total Return +22.2% +1.9% +67.6% -2.7% +24.0% +24.5%
Net Assets, End of Period (In Thousands) $301,789 $193,276 $162,499 $ 56,260 $ 57,914 $ 13,648
Ratio of Expenses to Average Net Assets 1.5% 1.5% 1.6% 1.9% 1.9% 2.0%
Ratio of Net Investment Income to
Average Net Assets (0.2)% (0.4)% 0.0% 2.1% 2.4% 11.9%
Portfolio Turnover Rate 668.2% 1,258.6% 1,059.9% 493.9% 549.6% 441.6%
</TABLE>

Please see the Notes to the Financial Highlights on page I-9

I-8
<PAGE> 9
STRONG INTERNATIONAL STOCK FUND

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Net Asset Value, Beginning of Period $ 9.77 $ 10.00
Income from Investment Operations
Net Investment Income - 0.05
Net Realized and Unrealized Gains
(Losses) on Investments 4.66 (0.23)
-------- --------
Total from Investment Operations 4.66 (0.18)
Less Distributions
Dividends from Net Investment Income (0.02) (0.05)
Distributions from Net Realized Gains (0.23) -
-------- --------
Total Distributions (0.25) (0.05)
-------- --------
Net Asset Value, End of Period $ 14.18 $ 9.77
======== ========
Total Return +47.8% -1.8%*
Net Assets, End of Period (In Thousands) $128,445 $ 12,723
Ratio of Expenses to Average Net Assets 1.9% 2.0%**
Ratio of Net Investment Income to
Average Net Assets -0.3% 0.8%**
Portfolio Turnover Rate 139.9% 25.2%**
</TABLE>

STRONG ASIA PACIFIC FUND
<TABLE> 1994
<CAPTION> ----
<S> <C>
Net Asset Value, Beginning of Period
Income from Investment Operations
Net Investment Income (Loss)
Net Realized and Unrealized Gains
(Losses) on Investments
Total from Investment Operations
Less Distributions
Dividends from Net Investment Income
Distributions from Net Realized Gains
Total Distributions
Net Asset Value, End of Period

Total Return
Net Assets, End of Period (In Thousands)
Ratio of Expenses to Average Net Assets
Ratio of Net Investment Income to
Average Net Assets
Portfolio Turnover Rate
</TABLE>

Notes:

(1) Includes $0.22 ordinary income distribution for tax purposes.

(2) Ordinary income distribution for tax purposes.

(3) Includes $0.50 treated as ordinary income distribution for tax purposes.

(4) Includes $1.50 treated as ordinary income distribution for tax purposes.

(5) Includes $0.83 treated as ordinary income distribution for tax purposes.

(6) Date of inception was March 4, 1992.

*Total return is not annualized.

** Calculated on an annualized basis.

I-9
<PAGE> 10

HIGHLIGHTS

INVESTMENT OBJECTIVES AND POLICIES
Each Fund seeks capital growth consistent with its investment policies as set
forth under "Investment Objectives and Policies."

IMPLEMENTATION OF POLICIES AND RISKS
Subject to certain limitations, each Fund may invest in foreign securities and
engage in foreign currency and derivative transactions, including options,
futures, and options on futures transactions. Each Fund may invest in illiquid
securities, engage in substantial short-term trading, and may invest a
significant portion of its assets in small companies, some of which may be
unseasoned. Each Fund may also invest in repurchase agreements, illiquid
securities, and may engage in repurchase agreements and mortgage dollar roll
transactions. These investment practices and techniques involve risks that are
different in some respects from those associated with similar funds that do not
use them. (See "Implementation of Policies and Risks.")

MANAGEMENT
The Advisor, Strong Capital Management, Inc., serves as investment advisor to
the Funds. The Advisor provides investment management services for mutual funds
and other investment portfolios representing assets of over $10 billion. (See
"About the Funds -- Management.")

PURCHASE AND REDEMPTION OF SHARES
You may purchase or redeem shares of a Fund at net asset value. There are no
redemption or 12b-1 charges. The net asset values change daily with the value
of each Fund's portfolio. You can locate the net asset value for a Fund in
newspaper listings of mutual fund prices under the "Strong Funds" heading. (See
"Shareholder Manual -- How to Buy Shares" and " -- How to Sell Shares.")

SHAREHOLDER SERVICES
Strong shareholder benefits include: telephone purchase, exchange, and
redemption privileges; professional representatives available 24 hours a day;
automatic investment, automatic dividend reinvestment, payroll direct deposit,
automatic exchange and systematic withdrawal plans; and a no-minimum investment
program. (See "Shareholder Manual -- Shareholder Services.")

DIVIDENDS AND DISTRIBUTIONS
The policy of each Fund is to distribute substantially all net investment
income, if any, on a quarterly basis and distribute any net realized capital
gains annually. (See "About the Funds -- Distributions and Taxes.")

I-10
<PAGE> 11

INVESTMENT OBJECTIVES AND POLICIES

The descriptions that follow are designed to help you choose the Fund that best
fits your investment objective. You may want to pursue more than one objective
by investing in more than one of the Funds or by investing in one of the other
Strong Funds, which are described in separate prospectuses. Each Growth Fund's
investment objective is discussed below in connection with the Fund's
investment policies. Because of the risks inherent in all investments, there
can be no assurance that the Funds will meet their objectives.

The Funds are each required or permitted to invest a substantial portion of
their assets in equity securities. Accordingly, each Fund's net asset value
will fluctuate based upon changes in the value of the securities in its
portfolio, and each Fund's net asset value is likely to fluctuate more than
that of a fund invested principally in fixed-income securities. The Funds,
therefore, are not appropriate for investors' short-term financial needs.

COMPARING THE FUNDS

The following chart is intended to distinguish the Funds and help you determine
their suitability for your investments:

<TABLE>
<CAPTION>
ANTICIPATED MAXIMUM MAXIMUM
EQUITY BOND CASH
FUND EXPOSURE EXPOSURE POSITION INVESTMENT FOCUS
<S> <C> <C> <C> <C>
Opportunity 70-100% 30% 30% Mid-Cap Stocks
Growth 65-100% 35% 100%* Growth Stocks
Common Stock 80-100% 20% 20% Small-Cap Stocks
Discovery 0-100% 100% 100%* Emerging Growth
Stocks
International 90-100% 35% 100%* Non-U.S. Stocks
Stock
Asia Pacific 65-100% 35% 100%* Far-East Stocks
</TABLE>

* Temporary emergency purposes only.

Each Fund has adopted certain fundamental investment restrictions that are set
forth in the Funds' Statement of Additional Information ("SAI"). Those
restrictions, a Fund's investment objective, and any other investment policies
identified as "fundamental" in this prospectus or the SAI cannot be changed
without shareholder approval. To further guide investment activities, each Fund
has also instituted a number of non-fundamental operating policies, which are
described throughout this prospectus and in the SAI. Although operating
policies may be changed by a Fund's Board of Directors without shareholder
approval, a Fund will promptly notify shareholders of any material change in
operating policies.

Except as limited below, each Fund may invest in a diversified portfolio of
securities without regard to objective investment criteria, such as company
size, exchange listing, earnings history, or other factors. When selecting
securities, the Advisor will, except as otherwise limited below, be limited
only by its best judgment as to what will help achieve each Fund's investment
objective.

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<PAGE> 12

STRONG OPPORTUNITY FUND

The Opportunity Fund seeks capital growth. The Fund invests primarily in a
diversified portfolio of equity securities and currently emphasizes investments
in medium-sized companies the Advisor believes are under-researched and
attractively valued.

The Fund will invest at least 70% of its total assets in equity securities,
including common stocks, preferred stocks, and securities that are convertible
into common or preferred stocks, such as warrants and convertible bonds. Under
normal market conditions, the Fund expects to be fully invested in equities.
The Fund may, however, invest up to 30% of its total assets in intermediate- to
long-term corporate or U.S. government debt securities and, when the Advisor
determines that market conditions warrant a temporary defensive position, in
cash and short-term, fixed-income securities. Although the debt securities in
which it invests will be primarily investment-grade, the Fund may invest up to
5% of its total assets in non-investment-grade debt securities. (See
"Implementation of Policies and Risks -- Debt Securities.") The Fund may invest
up to 15% of its total assets directly in the securities of foreign issuers and
may also invest in foreign securities in domestic markets through depositary
receipts without regard to this limitation. However, the Advisor currently
intends to invest not more than 25% of the Fund's total assets in foreign
securities, including both direct investments and investments made through
depositary receipts. Please see "Implementation of Policies and Risks--Foreign
Securities and Currency" for the special risks associated with foreign
investments.

In selecting its equity investments, the Advisor seeks to identify attractive
investment opportunities that have not become widely recognized by other stock
analysts or the financial press. Through first-hand research that often
includes on-site visits with the leaders of companies, the Advisor looks for
companies with fundamental value or growth potential that is not yet reflected
in their current market prices.

In many cases, companies in the small- and medium-capitalization markets are
underfollowed and, as a result, less efficiently priced than their larger,
better-known counterparts. The Opportunity Fund's investments are therefore
likely to consist, in part, of securities in small- and medium-sized companies.
Many of these companies may have successfully emerged from the start-up phase
and have ample room for future growth. Because of their longer track records
and more seasoned management, they generally pose less investment uncertainty
than do the smallest companies. In general, however, smaller-capitalization
companies often involve greater risks than investments in established
companies. (See "Implementation of Policies and Risks -- Small Companies.")

STRONG GROWTH FUND

The Growth Fund seeks capital growth. The Fund invests primarily in equity
securities that the Advisor believes have above-average growth prospects.

Under normal market conditions, the Fund will invest at least 65% of its total
assets in equity securities, including common stocks, preferred stocks, and
securities that are convertible into common or preferred stocks, such as
warrants and convertible bonds. While the clear emphasis of the Fund is on
equities, the Fund will invest a limited portion of its assets in bonds when
the Advisor perceives that they are more attractive than stocks on a long-term
basis. The Fund may invest up to 35% of its total assets in intermediate- to
long-term corporate or U.S. government debt securities. Although the debt
securities in which it invests will be primarily investment-grade, the Fund may
invest up to 5% of its total assets in non-investment-grade debt securities.
(See "Implementation of Policies

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and Risks -- Debt Securities.) The Fund may invest up to 15% of its total
assets directly in the securities of foreign issuers and may also invest in
foreign securities in domestic markets through depositary receipts without
regard to this limitation. However, the Advisor currently intends to invest not
more than 25% of the Fund's total assets in foreign securities, including both
direct investments and investments made through depositary receipts. Please
see "Implementation of Policies and Risks--Foreign Securities and Currency" for
the special risks associated with foreign investments. When the Advisor
determines that market conditions warrant a temporary defensive position, the
Fund may invest without limitation in cash and short-term, fixed-income
securities.

The Fund will generally invest in companies whose earnings are believed to be
in a relatively strong growth trend, and, to a lesser extent, in companies in
which significant further growth is not anticipated but whose market value is
thought to be undervalued. In identifying companies with favorable growth
prospects, the Advisor ordinarily looks for certain characteristics, such as
the following examples, in relation to the company's prevailing stock price:

- prospects for above-average sales and earnings growth;
- high return on invested capital;
- overall financial strength, including sound financial and accounting
policies and a strong balance sheet;
- competitive advantages, including innovative products and service;
- effective research, product development, and marketing;
- stable, capable management; and

STRONG COMMON STOCK FUND

The Common Stock Fund is closed to new investors. Current shareholders of the
Fund may continue to add to existing accounts and open new accounts. (See
"Shareholder Manual -- How to Buy Shares.") Although the Fund may resume sales
to new investors in the future, it has no present intention to do so.

The Common Stock Fund seeks capital growth. The Fund invests primarily in a
diversified portfolio of equity securities and currently emphasizes the stocks
of small companies the Advisor believes are under-researched and attractively
valued.

The Fund will invest at least 80% of its total assets in equity securities,
including common stocks (which must constitute at least 65% of its total
assets), preferred stocks, and securities that are convertible into common or
preferred stocks, such as warrants and convertible bonds. Under normal market
conditions, the Fund expects to be fully invested in equity securities. The
Fund may, however, invest up to 20% of its total assets in intermediate- to
long-term corporate or U.S. government debt securities and, when the Advisor
determines that market conditions warrant a temporary defensive position, in
cash and short-term, fixed-income securities. Although the debt securities in
which it invests will be primarily investment-grade, the Fund may invest up to
5% of its total assets in non-investment-grade debt securities. (See
"Implementation of Policies and Risks -- Debt Securities.") The Fund may invest
up to 15% of its total assets directly in the securities of foreign issuers and
may also invest in foreign securities in domestic markets through depositary
receipts without regard to this limitation. However, the Advisor currently
intends to invest not more than 25% of the Fund's total assets in foreign
securities, including both direct investments and investments made through
depositary receipts. Please see "Implementation of Policies and Risks--Foreign
Securities and Currency" for the special risks associated with foreign
investments.

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<PAGE> 14

In many cases, companies in the small- and medium-capitalization markets are
underfollowed and, as a result, less efficiently priced than their larger,
better-known counterparts. The Common Stock Fund's investments are therefore
likely to consist, in part, of securities in small- and medium-sized companies.
Many of these companies may have successfully emerged from the start-up phase
and have ample room for future growth. Because of their longer track records
and more seasoned management, they generally pose less investment uncertainty
than do the smallest companies. In general, however, smaller-capitalization
companies often involve greater risks than investments in established
companies. (See "Implementation of Policies and Risks -- Small Companies.")

STRONG DISCOVERY FUND

The Discovery Fund seeks capital growth. The Fund invests in a diversified
portfolio of securities that the Advisor believes represent attractive growth
opportunities.

The Fund normally emphasizes equity securities, although it has the flexibility
to invest in any type of security that the Advisor believes has the potential
for capital appreciation. The Fund may invest up to 100% of its assets in
equity securities, including common stocks, preferred stocks, and securities
that are convertible into common or preferred stocks, such as warrants and
convertible bonds. The Fund may also invest up to 100% of its assets in
intermediate- to long-term corporate or U.S. government debt securities.
Although the debt securities in which it invests will be primarily
investment-grade, the Fund may invest up to 5% of its total assets in
non-investment-grade debt securities. (See "Implementation of Policies and
Risks -- Debt Securities.") The Fund may invest up to 15% of its total assets
directly in the securities of foreign issuers and may also invest in foreign
securities in domestic markets through depositary receipts without regard to
this limitation. However, the Advisor currently intends to invest not more than
25% of the Fund's total assets in foreign securities, including both direct
investments and investments made through depositary receipts. Please see
"Implementation of Policies and Risks--Foreign Securities and Currency" for the
special risks associated with foreign investments. When the Advisor determines
that market conditions warrant a temporary defensive position, the Fund may
invest without limitation in cash and short-term, fixed-income securities.

The Advisor seeks to uncover emerging investment trends and attractive growth
opportunities. In its search for potential investments, the Advisor attempts to
identify companies that are poised for accelerated earnings growth due to
innovative products or services, new management, or favorable economic or
market cycles. These companies may be small, unseasoned firms in the early
stages of development, or they may be mature organizations. (See
"Implementation of Policies and Risks -- Small Companies.") Whatever their
size, history, or industry, the Advisor believes their potential earnings
growth is not yet reflected in their market value and that, over time, the
market prices of these securities will move higher.

STRONG INTERNATIONAL STOCK FUND

The International Stock Fund seeks capital growth. The Fund invests primarily
in the equity securities of issuers located outside the United States.

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<PAGE> 15

The Fund will invest at least 65% of its assets in foreign equity securities,
including common stocks, preferred stocks, and securities that are convertible
into common or preferred stocks, such as warrants and convertible bonds, that
are issued by companies whose principal headquarters are located outside the
United States.

Under normal market conditions, the Fund expects to invest at least 90% of its
assets in foreign equity securities. The Fund may, however, invest up to 35% of
its assets in equity securities of U.S. issuers or intermediate- to long-term
debt securities of U.S. issuers or foreign-government entities. Although the
debt securities in which it invests will be primarily investment-grade, the
Fund may invest up to 5% of its total assets in non-investment-grade debt
securities. (See "Implementation of Policies and Risks -- Debt Securities.")
When the Advisor determines that market conditions warrant a temporary
defensive position, the Fund may invest without limitation in cash (U.S.
dollars, foreign currencies, [or multicurrency units]) and short-term,
fixed-income securities.

The Fund will normally invest in securities of issuers located in at least
three different countries. The Advisor expects that the majority of the Fund's
investments will be in issuers in the following markets: Argentina, Australia,
France, Germany, Hong Kong, India, Indonesia, Italy, Japan, Malaysia, Mexico,
the Netherlands, New Zealand, Norway, Singapore, South Africa, South Korea,
Spain, Sweden, Switzerland, and the United Kingdom. The Fund will also invest
in other European, Pacific Rim, and Latin American markets.

As market and global conditions change, the Fund will change its allocations
among the countries of the world, and nothing herein will limit the Fund's
ability to invest in or avoid any particular countries or regions. In
allocating the Fund's assets among various countries, the Advisor will seek
economic and market environments favorable for capital appreciation and, with
respect to developing countries, economic, political, and stock-market
environments that show signs of stabilizing or improving. Please see
"Implementation of Policies and Risks--Foreign Securities and Currency" for a
discussion of the special risks involved in investing in foreign securities.

In analyzing foreign companies for investment, the Advisor will ordinarily look
for one or more of the following characteristics in relation to the company's
prevailing stock price:

- prospects for above-average sales and earnings growth and high return
on invested capital;
- overall financial strength, including sound financial and accounting
policies and a strong balance sheet;
- significant competitive advantages, including innovative products and
efficient service;
- effective research, product development, and marketing;
- pricing flexibility;
- stable, capable management; and
- other general operating characteristics that will enable the company
to compete successfully in its marketplace.

STRONG ASIA PACIFIC FUND

The Asia Pacific Fund seeks capital growth. The Fund invests primarily in the
equity securities of issuers located in Asia or the Pacific Basin.

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<PAGE> 16

The Fund will invest at least 65% of its assets in equity securities, including
common stocks, preferred stocks, and securities that are convertible into
common or preferred stocks, such as warrants and convertible bonds, that are
issued by companies in Asia or the Pacific Basin. This region includes, but is
not limited to, the following countries: Australia, Bangladesh, Hong Kong,
India, Indonesia, Japan, Malaysia, New Zealand, Pakistan, the People's Republic
of China, the Philippines, Singapore, South Korea, Sri Lanka, Taiwan, Thailand,
and Vietnam. Under normal market conditions, the Fund will invest in issuers
located in at least three countries. The Advisor will consider an issuer to be
located in Asia or the Pacific Basin if it meets one of the following criteria:

(i) it is organized under the laws of a country in Asia or the Pacific
Basin and has a principal office in a country in Asia or the Pacific
Basin;
(ii) it derives 50% or more of its total revenues from business in Asia or
the Pacific Basin; or
(iii) its equity securities are traded principally on a securities
exchange in Asia or the Pacific Basin.

The Fund intends to be as fully invested in Asia and the Pacific Basin as is
practicable in light of economic and market conditions and the Fund's cash
flow. The Fund may invest up to 35% of its assets in equity or debt securities
of issuers located outside the Asia-Pacific region, including the United
States. Although the debt securities in which it invests will be primarily
investment-grade, the Fund may invest up to 5% of its total assets in
non-investment-grade debt securities. (See "Implementation of Policies and
Risks -- Debt Securities.") When the Advisor determines that market conditions
warrant a temporary defensive position, the Fund may invest without limitation
in cash and short-term fixed income securities.

The Fund may invest where the Advisor believes the potential for capital growth
exists. The Fund may invest in the securities of all types of issuers, large or
small, whose earnings are believed to be in a relatively strong growth trend,
and, to a lesser extent, in companies in which significant further growth is
not anticipated but whose market value is thought to be undervalued.

In analyzing foreign companies for investment, the Advisor will ordinarily look
for one or more of the following characteristics in relation to the company's
prevailing stock price:

- prospects for above-average sales and earnings growth; high return on
invested capital;
- overall financial strength, including sound financial and accounting
policies and a strong balance sheet;
- competitive advantages, including innovative products and service;
- effective research, product development, and marketing;
- pricing flexibility;
- stable, capable management; and
- other general operating characteristics that will enable the company
to compete successfully in its marketplace.

Please see "Implementation of Policies and Risks--Foreign Securities and
Currency" for a discussion of the special risks involved in investing in
foreign securities.

IMPLEMENTATION OF POLICIES AND RISKS

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<PAGE> 17

In addition to the investment policies described above (and subject to certain
restrictions described below), the Funds may invest in some or all of the
following securities and may employ some or all of the following investment
techniques, some of which may present special risks as described below.
Presently, the Funds do not intend to engage in cross-trading. A more complete
discussion of certain of these securities and investment techniques and the
associated risks is presented in the Funds' Statement of Additional
Information.

FOREIGN SECURITIES AND CURRENCIES
Each Fund may invest in foreign securities, either directly or indirectly
through the use of depositary receipts. (See "Investment Objectives and
Policies.") Generally, American Depositary Receipts or "ADRs", in registered
form, are denominated in U.S. dollars and are designed for use in the U.S.
securities markets, while European Depositary Receipts or "EDRs", in bearer
form, may be denominated in other currencies and are designed for use in
European securities markets. ADRs are receipts typically issued by a U.S. bank
or trust company evidencing ownership of the underlying foreign securities.
EDRs are typically issued by a European bank or trust company evidencing
ownership of the underlying foreign securities.

Foreign investments involve special risks, including (i) expropriation,
confiscatory taxation, and withholding taxes on dividends and interest; (ii)
less extensive regulation of foreign brokers, securities markets, and issuers;
(iii) different accounting standards and less publicly available information;
(iv) costs incurred in conversions between currencies, possible delays in
settlement in foreign securities markets, limitations on the use or transfer of
assets (including suspension of the ability to transfer currency from a given
country), and difficulty of enforcing obligations in other countries; and (v)
diplomatic developments and political or social instability. Foreign economies
may differ favorably or unfavorably from the U.S. economy in various respects,
including growth of gross domestic product, rates of inflation, currency
depreciation, capital reinvestment, resource self-sufficiency, and balance of
payments positions. Many foreign securities are less liquid and their prices
more volatile than comparable U.S. securities. Although the Funds generally
invest only in securities that are regularly traded on recognized exchanges or
in over-the-counter markets, from time to time foreign securities may be
difficult to liquidate rapidly without adverse price effects. Certain costs
attributable to foreign investing, such as custody charges and brokerage costs,
are higher than those attributable to domestic investing.

The risks of investing in foreign markets generally are greater for investments
in developing or emerging markets and economies. The International Stock and
Asia Pacific Funds may invest in such markets. Investing in securities of
issuers in Asia and the Pacific Basin involves special risks. The Asia Pacific
Fund's investment focus on that region makes the Fund particularly subject to
political, social, or economic conditions experienced in that region or any
sub-region thereof. Many of the countries in Asia and the Pacific Basin
constitute "developing" or "emerging" economies and markets. Risks of investing
in such markets include (i) less social, political, and economic stability;
(ii) smaller securities markets and lower trading volume, which may result in a
lack of liquidity and greater price volatility; (iii) certain national policies
that may restrict a Fund's investment opportunities, including restrictions on
investments in issuers or industries deemed sensitive to national interests, or
expropriation or confiscation of assets or property, which could result in a
Fund's loss of its entire investment in that market; and (iv) less developed
legal structures governing private or foreign investment or allowing for
judicial redress for injury to private property. In addition, brokerage
commissions, custodial services, withholding taxes, and other costs relating to
investment in emerging markets generally are more expensive than in the U.S.
and certain more established foreign markets. Economies in emerging markets
generally are heavily dependent upon international trade and, accordingly, have
been and

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<PAGE> 18

may continue to be affected adversely by trade barriers, exchange controls,
managed adjustments in relative currency values, and other protectionist
measures negotiated or imposed by the countries with which they trade.

Because most foreign securities are denominated in non-U.S. currencies, the
investment performance of the International Stock and Asia Pacific Funds, and
to a lesser extent the other Funds, could be significantly affected by changes
in foreign currency exchange rates. The value of a Fund's assets denominated in
foreign currencies will increase or decrease in response to fluctuations in the
value of those foreign currencies relative to the U.S. dollar. Currency
exchange rates can be volatile at times in response to supply and demand in the
currency exchange markets, international balances of payments, governmental
intervention, speculation, and other political and economic conditions.

The Funds may purchase and sell foreign currency on a spot basis and may engage
in forward currency contracts, currency options, and futures transactions for
hedging or any other lawful purpose. (See "Derivative Transactions.")

FOREIGN INVESTMENT COMPANIES
Some of the countries in which the Funds invest may not permit direct
investment by outside investors. Investments in such countries may only be
permitted through foreign government-approved or -authorized investment
vehicles, which may include other investment companies. Investing through such
vehicles may involve frequent or layered fees or expenses and may also be
subject to limitation under the Investment Company Act of 1940 (the "1940
Act").

DERIVATIVE INSTRUMENTS
Derivative transactions may be used by the Funds for any lawful purpose,
including hedging, risk management or enhancing returns, but not for
speculation. Derivative instruments are securities or agreements whose value is
derived from the value of some underlying asset, for example, securities,
currencies, reference indexes, or commodities. Options, futures, and options on
futures transactions are considered derivative transactions. Derivative
instruments or agreements generally have characteristics similar to forward
contracts (under which one party is obligated to buy and the other party is
obligated to sell an underlying asset at a specific price on a specific date)
or option contracts (under which the holder of the option has the right but not
the obligation to buy or sell an underlying asset at a specified date).
Accordingly, the change in value of a forward-based derivative is generally
related to the change in value of the underlying asset. Option-based
derivative instruments generally will increase in value from favorable
fluctuations in the value of the underlying asset and decrease in value from
unfavorable fluctuations in the value of the underlying asset. Derivative
transactions may include elements of leverage and, accordingly, the fluctuation
of the value of the derivative transaction in relation to the underlying asset
may be magnified. The purchaser of an option-based derivative will generally
pay a premium in connection with entering into such position and the seller of
an option-based derivative will generally receive a premium in connection with
such position. In addition to options, futures, and options on futures
transactions, derivative transactions may include short sales against the box,
in which a Fund sells a security it owns for delivery at a future date; swaps,
in which the two parties agree to exchange a series of cash flows in the
future, such as interest rate payments; interest rate caps, under which, in
return for a premium, one party agrees to make payments to the other to the
extent that interest rates exceed a specified rate, or "cap"; and interest rate
floors, under which, in return for a premium, one party agrees to make payments
to the other to the extent that interest rates fall below a specified level, or
"floor". Derivative transactions may also include forward currency contracts
and foreign currency exchange-related securities.

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<PAGE> 19

Derivative transactions may be exchange-traded or over-the-counter transactions
between private parties. Over-the-counter transactions are subject to the
credit risk of the counterparty to the instrument and are less liquid than
exchange-traded derivatives since they often can only be closed out with the
other party to the transaction. When required by the SEC, a Fund will set aside
permissible liquid assets in a segregated account to secure its obligations
under derivative transactions. In order to maintain its required cover for a
derivative transaction, a Fund may need to sell portfolio securities at
disadvantageous prices or times since it may not be possible to liquidate a
derivative position.

The successful use of derivative transactions by a Fund is dependent upon the
Advisor's ability to correctly anticipate trends in the underlying asset. To
the extent that a Fund is engaging in derivative transactions other than
for hedging purposes, the Fund's successful use of such transactions is more
dependent upon the Advisor's ability to correctly anticipate such trends, since
losses in these transactions may not be offset in gains in the Fund's portfolio
or in lower purchase prices for assets it intends to acquire. The Advisor's
prediction of trends in underlying assets may prove to be inaccurate, which
could result in substantial losses to a Fund. Hedging transactions are also
subject to risks. If the Advisor incorrectly anticipates trends in the
underlying asset, a Fund may be in a worse position than if no hedging had
occurred. In addition, there may be imperfect correlation between a Fund's
derivative transactions and the instruments being hedged.

In connection with its futures and options on futures transactions, a Fund is
subject to certain restrictions on such transactions under the Commodity
Exchange Act and, accordingly, will use futures and options on futures
transactions solely for bona fide hedging transactions (within the meaning of
the Commodity Exchange Act). However, each Fund may, in addition to bona fide
hedging transactions, use futures and options on futures transactions if the
aggregate initial margin and premiums required to establish such positions,
less the amount by which any such options positions are in the money (within
the meaning of the Commodity Exchange Act), do not exceed 5% of the Fund's net
assets. In addition, each Fund follows certain other restrictions concerning
its options, futures, and options on futures transactions and, accordingly, (i)
the aggregate value of securities that underlay call options on securities
written by the Fund or obligations that underlay put options on securities
written by the Fund, determined as of the date the options are written, will
not exceed 50% of the Fund's net assets; (ii) the aggregate premiums paid on
all options purchased by the Fund and which are being held will not exceed 20%
of the Fund's net assets; (iii) the Fund will not purchase put or call options,
other than hedging positions, if, as a result thereof, more than 5% of its
total assets would be so invested; and (iv) the aggregate margin deposits
required on all futures and options on futures transactions being held will not
exceed 5% of the Fund's total assets. In addition, the International Stock and
Asia Pacific Funds will limit sales of forward currency contracts such that no
more than 15% of each Fund's total assets would be required to purchase
offsetting contracts.

For additional information concerning the Funds' derivative transactions and
associated risks, see the Funds' SAI.

ILLIQUID SECURITIES
Each Fund may invest up to 15% of its net assets in illiquid securities.
Illiquid securities are those securities that are not readily marketable,
including restricted securities and repurchase obligations maturing in more
than seven days. Certain restricted securities that may be resold to
institutional investors pursuant to Rule 144A under the Securities Act of 1933
and Section 4(2) commercial paper may be considered liquid under guidelines
adopted by the Funds' Board of Directors.

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SMALL COMPANIES
The Funds may, from time to time, invest a substantial portion of their assets
in small companies. While smaller companies generally have potential for rapid
growth, investments in smaller companies often involve greater risks than
investments in larger, more established companies because smaller companies may
lack the management experience, financial resources, product diversification,
and competitive strengths of larger companies. In addition, in many instances
the securities of smaller companies are traded only over-the-counter or on a
regional securities exchange, and the frequency and volume of their trading is
substantially less than is typical of larger companies. Therefore, the
securities of smaller companies may be subject to greater and more abrupt price
fluctuations. When making large sales, a Fund may have to sell portfolio
holdings at discounts from quoted prices or may have to make a series of small
sales over an extended period of time due to the trading volume of smaller
company securities. Investors should be aware that, based on the foregoing
factors, an investment in the Funds may be subject to greater price
fluctuations than an investment in a fund that invests primarily in larger,
more established companies. The Advisor's research efforts may also play a
greater role in selecting securities for the Funds than in a fund that invests
in larger, more established companies.

DEBT SECURITIES
Debt securities in which the Funds will invest will primarily be investment
grade debt securities, although each Fund may invest up to 5% of its assets in
non-investment grade debt securities. Investment grade debt securities include
(i) bonds rated in one of the four highest rating categories of any nationally
recognized statistical rating organization or "NRSRO" (e.g., BBB or higher by
Standard & Poor's Ratings Group or "S&P"), (ii) U.S. government securities (as
defined below), (iii) commercial paper rated in one of the three highest
ratings categories of any NRSRO (e.g., A-3 or higher by S&P); (iv) bank
obligations (certificates of deposit, banker's acceptances, and time deposits)
with a long-term rating in one of the four highest categories by any NRSRO
(e.g., BBB or higher by S&P) or in one of the three highest categories by any
NRSRO (e.g., A-3 or higher by S&P), with respect to obligations maturing in one
year or less; (v) repurchase agreements involving these securities; or (vi)
unrated debt securities which are deemed by the Advisor to be of comparable
quality. All ratings are determined at the time of investment. Securities rated
in the fourth highest category, although considered investment grade, have
speculative characteristics and may be subject to greater fluctuations in value
than higher-rated securities. Non-investment grade debt securities include (i)
securities rated as low as C by S&P or their equivalents; (ii) commercial paper
rated as low as B by S&P or their equivalents; and (iii) unrated debt
securities judged to be of comparable quality by the Advisor. See the SAI for
additional information regarding debt securities.

U.S. government securities include securities issued or guaranteed by the U.S.
government or its agencies or instrumentalities and are obligations supported
by the full faith and credit of the U.S., such as U.S. Treasury obligations and
the obligations of certain agencies, including the Government National Mortgage
Association, and securities that are backed only by (i) the right of the issuer
to borrow from the U.S. Treasury, such as the Federal Home Loan Bank; (ii) the
discretionary authority of the U.S. government to purchase such securities,
such as the Federal National Mortgage Association; or (iii) the credit of the
agency or instrumentality itself, such as the Student Loan Marketing
Association. While the U.S. government provides financial support to such U.S.
government-sponsored agencies or instrumentalities, no assurance can be given
that it always will do so. The U.S. government, its agencies, and
instrumentalities do not guarantee the market value of their securities;
consequently, the value of such securities may fluctuate.

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PORTFOLIO TURNOVER
Historical portfolio turnover rates for Funds are listed under "Financial
Highlights." The annual portfolio turnover rate indicates changes in a Fund's
portfolio. The turnover rate may vary from year to year, as well as within a
year. It may also be affected by sales of portfolio securities necessary to
meet cash requirements for redemptions of shares. High portfolio turnover in
any year will result in the payment by shareholders of above average amounts of
taxes on realized investment gains. The Opportunity and Discovery Funds' annual
portfolio turnover rates may be as much as 400% or more. It is anticipated
that, under normal market conditions, the rate of portfolio turnover of the
Common Stock Fund generally will not exceed 300%. However, during periods in
which the Advisor deems it advisable to engage in substantial short-term
trading, the rate of portfolio turnover may exceed 300%. The Growth and Asia
Pacific Funds will not generally trade in securities for short-term profits,
but, when the Advisor determines that circumstances warrant, securities may be
purchased and sold without regard to the length of time held. Under normal
market conditions, it is anticipated that the rate of portfolio turnover of the
Growth and Asia Pacific Funds generally will not exceed 150%. The International
Stock Fund's portfolio turnover rate is expected to exceed 100%, but generally
not to exceed 200%. These rates should not be considered as limiting factors.

ABOUT THE FUNDS

MANAGEMENT
Under the laws of the State of Wisconsin, the Board of Directors of each Fund
is responsible for managing its business and affairs. Each of the Funds has
entered into an investment advisory agreement (collectively the "Advisory
Agreements") with Strong Capital Management, Inc. (the "Advisor"). The Advisory
Agreements are substantially identical. Under the terms of these agreements,
the Advisor manages each Fund's investments and business affairs subject to the
supervision of each Fund's Board of Directors.

ADVISOR. The Advisor began conducting business in 1974. Since then, its
principal business has been providing continuous investment supervision for
individuals and institutional accounts, such as pension funds and
profit-sharing plans. The Advisor also acts as investment advisor for each of
the mutual funds within the Strong Family of Funds. As of March 31, 1995, the
Advisor had over $10 billion under management. Mr. Richard S. Strong, the
Chairman of the Board of each Fund, is the controlling shareholder of the
Advisor.

As compensation for its services, each Fund pays the Advisor a monthly advisory
fee of 1.0% of the Fund's average daily net asset value. Such fees are in
excess of fees paid by many other funds. From time to time, the Advisor may
voluntarily waive all or a portion of its management fee and/or absorb certain
Fund expenses without further notification of the commencement or termination
of such waiver or absorption. Any such waiver or absorption will temporarily
lower a Fund's overall expense ratio and increase a Fund's overall return to
investors.

Except for expenses assumed by the Advisor or Strong Funds Distributors, Inc.,
each Fund is responsible for all its other expenses, including, without
limitation, interest charges, taxes, brokerage commissions, and similar
expenses; expenses of issue, sale, repurchase, or redemption of shares;
expenses of registering or qualifying shares for sale with the states

I-21
<PAGE> 22

and the SEC; expenses of printing and distribution costs of prospectuses to
existing shareholders; charges of custodians (including fees as custodian for
keeping books and similar services for a Fund), transfer agents (including the
printing and mailing of reports and notices to shareholders), registrars,
auditing and legal services, and clerical services related to record keeping
and shareholder relations; printing of stock certificates; fees for directors
who are not "interested persons" of the Advisor; expenses of indemnification;
extraordinary expenses; and costs of shareholder and director meetings.

PORTFOLIO MANAGERS. The following individuals serve as portfolio managers for
the Strong Growth Funds.

STRONG OPPORTUNITY FUND
STRONG COMMON STOCK FUND

RICHARD T. WEISS. Mr. Weiss joined the Advisor in 1991 from Chicago-based Stein
Roe & Farnham, where he began his career as a research analyst in 1975. He was
named a portfolio manager in 1981. Mr. Weiss attended Harvard Graduate School
of Business Administration, where he was awarded his M.B.A. in 1975, and the
University of Southern California, where he received his bachelor's degree in
business administration in 1973. Mr. Weiss has managed the Opportunity and
Common Stock Funds since 1991. In addition, Mr. Weiss is a member of the
Advisor's Executive Committee.

MARINA T. CARLSON. Before she joined the Advisor as an equity research analyst
in 1991, Ms. Carlson worked in a similar capacity at Stein Roe & Farnham, where
she began her investment career in 1986. She has worked with portfolio manager
Richard T. Weiss since 1989, and, in 1993, she was named a co-manager of the
Strong Opportunity and Common Stock Funds. A Chartered Financial Analyst, Ms.
Carlson received her M.B.A. from DePaul University in 1989 and her bachelor's
degree in finance from Drake University in 1986.

STRONG GROWTH FUND

RONALD C. OGNAR. Mr. Ognar, a Chartered Financial Analyst with more than 25
years of investment experience, joined the Advisor in April 1993 after two
years as a principal and portfolio manager with RCM Capital Management. For
approximately three years prior to that, he was a portfolio manager at Kemper
Financial Services in Chicago. Mr. Ognar began his investment career in 1968 at
LaSalle National Bank in Chicago after serving two years in the U.S. Army. He
received his bachelor's degree in accounting from the University of Illinois in
1968. In addition to his duties as portfolio manager of the Fund, which he has
managed since its inception in January 1994, he also co-manages the Strong
Total Return Fund.

I-22
<PAGE> 23

STRONG DISCOVERY FUND

RICHARD S. STRONG. Mr. Strong founded the Advisor in 1974. He began his
investment career at Employers Insurance of Wausau in 1966, after receiving his
master's degree in finance from the University of Wisconsin-Madison that
January. He received his undergraduate degree in 1963 from Baldwin-Wallace
College. Mr. Strong has managed the Discovery Fund since its inception in
December 1987. In addition to his role as a portfolio manager, he is currently
the Chairman of the Board, Director, Chief Investment Officer, and a member of
the Advisor's Executive Committee.

STRONG INTERNATIONAL STOCK FUND
STRONG ASIA PACIFIC FUND

ANTHONY L.T. CRAGG. Mr. Cragg joined the Advisor in April 1993 to develop the
Advisor's international investment activities. During the prior seven years, he
helped establish Dillon, Read International Asset Management, where he was in
charge of Japanese, Asian, and Australian investments. A graduate of Christ
Church, Oxford University, Mr. Cragg began his investment career in 1980 at
Gartmore, Ltd., as an international investment manager, where his tenure
included assignments in London, Hong Kong, and Tokyo. He has managed the
International Stock Fund since he joined the Advisor and has managed the Asia
Pacific Fund since its inception.

TRANSFER AND DIVIDEND-DISBURSING AGENT

The Advisor also acts as dividend-disbursing agent and transfer agent for the
Funds. The Advisor is compensated for its services based on an annual fee per
account plus certain out-of-pocket expenses. The fees received and the services
provided as transfer agent and dividend-disbursing agent are in addition to
those received and provided under the Advisory Agreements between the Advisor
and the Funds.

DISTRIBUTOR

Strong Funds Distributors, Inc., an indirect subsidiary of the Advisor, acts as
distributor of the shares of the Funds.

ORGANIZATION

SHAREHOLDER RIGHTS. Each Fund is a Wisconsin corporation that is authorized to
issue shares of Common Stock and series and classes of series of shares of
Common Stock. Each share of the Funds has one vote, and all shares participate
equally in dividends and other capital gains distributions by the respective
Fund and in the residual assets of the respective Fund in the event of
liquidation. Certificates will be issued for shares held in your account only
upon your written request. You will, however, have full shareholder rights
whether or not you request certificates. Generally, the Funds will not hold an
annual meeting of shareholders unless required by the 1940 Act. Shareholders
have certain rights, including the right to call a meeting upon a vote of 10%
of a Fund's outstanding shares for the purpose of voting to remove one or more
directors or to transact any other business. The 1940 Act requires each Fund to
assist the shareholders in calling such a meeting.

SHAREHOLDER PRIVILEGES. The shareholders of each Fund may benefit from the
privileges described in the "Shareholder Manual" (see Page II-1). However,
each Fund reserves the right, at any time and without prior notice, to suspend,
limit, modify, or terminate any of these privileges or their use in any manner
by any person or class.

I-23
<PAGE> 24

DISTRIBUTIONS AND TAXES

PAYMENT OF DIVIDENDS AND DISTRIBUTIONS. You may elect to have all your
dividends and capital gains distributions from a Fund automatically reinvested
in additional fund shares or in shares of another Strong Fund at the net asset
value determined on the dividend or capital gains distribution payment date. If
you request in writing that your dividends and other distributions be paid in
cash, the Fund will credit your bank account by Electronic Funds Transfer
("EFT") or issue a check to you within five business days of the reinvestment
date. You may change your election at any time by calling or writing the Strong
Funds. Strong Funds must receive any such change seven days (15 days for EFT)
prior to a dividend or capital gains distribution payment date in order for the
change to be effective for that payment. Each Fund distributes substantially
all of its net investment income quarterly and net realized capital gains
annually.

TAX STATUS OF DIVIDENDS AND DISTRIBUTIONS. You are subject to federal income
tax at ordinary income tax rates on any dividends you receive that are derived
from investment company taxable income. Distributions of net capital gain (the
excess of net long-term capital gain over net short-term capital loss) are
taxable to you as long-term capital gains, regardless of how long you have held
your Fund shares. The Funds' distributions are taxable in the year they are
paid, whether they are taken in cash or reinvested in additional shares, except
that certain distributions declared in the last three months of the year and
paid in January are taxable as if paid on December 31.

If a Fund's dividends exceed its investment company taxable income (consisting
generally of net investment income, net short-term capital gain, and net gains
from certain foreign currency transactions, if any) in any year, as a result of
currency-related losses or otherwise, all or a portion of those dividends may
be treated as a return of capital to shareholders for tax purposes.

YEAR-END TAX REPORTING. After the end of each calendar year, you will receive a
statement (Form 1099) of the federal income tax status of all dividends and
other distributions paid (or deemed paid) during the year.

SHARES SOLD OR EXCHANGED. Your redemption of Fund shares may result in a
taxable gain or loss to you, depending upon whether the redemption proceeds
payable to you are more or less than your adjusted cost basis for the redeemed
shares. Similar tax consequences generally will result from an exchange of Fund
shares for shares of another Strong Fund. If you purchase shares of a Fund
within thirty days before or after redeeming shares of the same Fund at a loss,
a portion or all of that loss will not be deferred and will increase the cost
basis of the newly purchased shares. If you redeem out of a retirement account,
you will be subject to withholding for federal income tax purposes unless you
transfer the distribution directly to an "eligible retirement plan."

BUYING A DIVIDEND. A dividend paid shortly after an investor has purchased
shares in the Funds will reduce the net asset value of the shares by the amount
of the dividend, which will be taxable to the shareholder.

TAX STATUS OF THE FUNDS. Each Fund intends to continue to qualify for treatment
as a regulated investment company under Subchapter M of the Internal Revenue
Code and, if so qualified, will not be liable for federal income tax on
earnings and gains distributed to its shareholders in a timely manner. To do
so, each Fund distributes substantially all of its net

I-24
<PAGE> 25

investment income quarterly and net realized capital gains (after using any
available capital loss carryover) annually.

PERFORMANCE INFORMATION
Each Fund may advertise "average annual total return," "total return," and
"cumulative total return." Each of these figures is based upon historical
results and is not necessarily representative of the future performance of a
Fund. Average annual total return and total return figures measure both the net
investment income generated by, and the effect of any realized and unrealized
appreciation or depreciation of, the underlying investments in a Fund assuming
the reinvestment of all dividends and distributions. Total return figures are
not annualized and simply represent the aggregate change of a Fund's
investments over a specified period of time.

I-25

<PAGE> 26

SHAREHOLDER MANUAL

<TABLE>
<S> <C>
HOW TO BUY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . II-0
DETERMINING YOUR SHARE PRICE . . . . . . . . . . . . . . . . . . . . II-0
HOW TO SELL SHARES . . . . . . . . . . . . . . . . . . . . . . . . . II-0
SHAREHOLDER SERVICES . . . . . . . . . . . . . . . . . . . . . . . . II-0
REGULAR INVESTMENT PLANS . . . . . . . . . . . . . . . . . . . . . . II-0
SPECIAL SITUATIONS . . . . . . . . . . . . . . . . . . . . . . . . . II-0
</TABLE>

HOW TO BUY SHARES
All the Strong Funds are 100% no-load, meaning you may purchase, redeem, or
exchange shares directly at net asset value without paying a sales charge.
Because the Funds' net asset values change daily, your purchase price will be
the next net asset value determined after Strong receives and accepts your
purchase order. Your money will begin earning dividends the day after your
purchase order is accepted in proper form.

Whether you are opening a new account or adding to an existing one, Strong
provides you with several methods to buy Fund shares.

<PAGE> 27

<TABLE>
<CAPTION>
TO OPEN A NEW ACCOUNT TO ADD TO AN EXISTING ACCOUNT
<S> <C> <C>
BY CHECK BY CHECK
MAIL - Complete and sign the application. Make your check or - Complete an Additional Investment Form
money order payable to "The Strong Funds." provided at the bottom of your account
statement, or write a note indicating
your fund account number. Make your
- Mail to The Strong Funds, P.O. Box 2936, Milwaukee, check or money order payable to "The
Wisconsin 53201. If you're using an express delivery Strong Funds."
service, send to The Strong Funds, 100 Heritage Reserve,
Menomonee Falls, Wisconsin 53051. - Mail to The Strong Funds, P.O. Box 2936,
Milwaukee, Wisconsin 53201. If you're
using an express delivery service,
send to The Strong Funds, 100 Heritage
Reserve, Menomonee Falls, Wisconsin 53051.
BY EXCHANGE
- Call 1-800-368-3863 for instructions on establishing an BY EXCHANGE
account with an exchange by mail. - Call 1-800-368-3863 for instructions
on exchanging by mail.

TELEPHONE BY EXCHANGE BY EXCHANGE

- Call 1-800-368-3863 to establish a new account by - Add to an account by exchanging funds
1-800-368-3863 exchanging funds from an existing Strong Funds account. from another Strong Funds account.

- Sign up for telephone exchange services when you open your - Sign up for telephone exchange services
24 HOURS A DAY account. To add the telephone exchange option to your when you open your account. To add the
7 DAYS A WEEK account, call 1-800-368-3863 for a Telephone Exchange telephone exchange option to your
Form. account, call 1-800-368-3863 for a
Telephone Exchange Form.

- Please note that your accounts must be identically - Please note that the accounts must be
registered and that you must exchange enough into the new identically registered and that the
account to meet the minimum initial investment. minimum exchange is $50 or the balance of
your account, whichever is less.

BY TELEPHONE PURCHASE
- Complete the Request for Telephone
Purchase Form at the back of this
Prospectus to make additional investments
from $50 to $25,000 into your Strong
Funds account by telephone.

IN PERSON Stop by our Investor Center in Menomonee Falls, Wisconsin. Stop by our Investor Center in Menomonee
Call 1-800-368-3863 for hours and directions. Falls, Wisconsin. Call 1-800-368-3863 for
hours and directions.

The Investor Center can only accept checks or money orders. The Investor Center can only accept checks
or money orders.

WIRE Call 1-800-368-3863 for instructions on opening an account Call 1-800-368-3863 for instructions on
by wire. adding to an account by wire.
</TABLE>

II-2

<PAGE> 28

<TABLE>
<S> <C> <C>
AUTOMATICALLY USE STRONG'S "NO-MINIMUM INVESTMENT PROGRAM." USE ONE OF STRONG'S AUTOMATIC INVESTMENT
- If you sign up for Strong's Automatic Investment Plan when PROGRAMS. Sign up for these services when
you open your account, Strong Funds will waive the Fund's you open your account, or call
minimum initial investment (see chart below). 1-800-368-3863 for instructions on how to
add them to your existing account.
- Complete both the Automatic Investment Plan application at
the back of this Prospectus and the new account
application. - AUTOMATIC INVESTMENT PLAN. Make regular,
systematic investments (minimum $50)
into your Strong Funds account from
your bank checking or NOW account. We've
included an application at the back of
this Prospectus.

- Mail to the address indicated on the application.

- AUTOMATIC EXCHANGE PLAN. Make regular, systematic
exchanges (minimum $50) from one Strong Funds
account to another. Call 1-800-368-3863 for
an application.

- PAYROLL DIRECT DEPOSIT. Have a specified amount
(minimum $50) regularly deducted from your
paycheck, social security check, military
allotment, or annuity payment invested directly
into your Strong Funds account. Call
1-800-368-3863 for an application.

- AUTOMATIC DIVIDEND REINVESTMENT. Unless you
choose otherwise, all your dividends and
capital gains distributions will be
automatically reinvested in additional
Fund shares. Or, you may elect to have your
dividends and capital gains distributions
automatically invested in shares of another
Strong Fund.

BROKER-DEALER - You may purchase shares in a Fund through a broker-dealer - You may purchase additional shares in a Fund
or other institution that may charge a transaction fee. through a broker-dealer or other institution
that may charge a transaction fee.

- Strong Funds may only accept requests to purchase shares - Strong Funds may only accept requests to
into a broker-dealer street name account from the purchase additional shares into a
broker-dealer. broker-dealer street name account from
the broker-dealer.

</TABLE>

II-3
<PAGE> 29

WHAT YOU SHOULD KNOW ABOUT BUYING SHARES

- - Please make all checks or money orders payable to "The Strong Funds."

- - We cannot accept third-party checks or checks drawn on banks outside the
U.S.

- - You will be charged a $20 service fee for each check, wire, or Electronic
Funds Transfer ("EFT") purchase that is returned unpaid, and you
will be responsible for any losses suffered by a Fund as a result.

- - Further documentation may be requested from corporations, executors,
administrators, trustees, guardians, agents, or attorneys-in-fact.

- - A Fund may decline to accept your purchase order upon receipt when, in the
judgment of the Advisor, it would not be in the best interests
of the existing shareholders.

- - The exchange privileges are available in all 50 states because all the
Strong Funds intend to continue to qualify their shares for sale in
all 50 states.

- - Minimum Investment Requirements:

<TABLE>
<S> <C>
To open a regular account $1,000
To open an IRA, Defined Contribution, or UGMA/UTMA $250
account
To open a 401(k) or 403(b) retirement account No Minimum
To add to an existing account $50
</TABLE>

The Funds offer an No-Minimum Investment Plan that waives the minimum initial
investment requirements for investors who participate in the Strong Automatic
Investment Plan (described on page II-10). Unless you participate in the Strong
No-Minimum Investment Program, please ensure your purchases meet the minimum
investment requirements.

Under certain circumstances (for example, if you discontinue a No-Minimum
Investment Program before you reach a Fund's minimum initial investment, or if,
after you reach a Fund's minimum, you reduce your balance to less than $500, or
less than $1,000 for the Growth Fund), each Fund reserves the right to close
your account. Before taking such action, a Fund will provide you with written
notice and at least 60 days in which to reinstate an investment program or
otherwise reach the minimum initial investment required.

COMMON STOCK FUND IS CLOSED TO NEW INVESTORS

The Common Stock Fund is currently closed to new investors. Current
shareholders of the Common Stock Fund may continue to add to an account through
the reinvestment of dividends and cash distributions on any Common Stock Fund
shares owned, through the purchase of additional Common Stock Fund shares, and
through exchanges from other Strong Fund accounts, which includes accounts
where the shareholder is the owner, a joint owner, or a custodian for a minor
child. Employee benefit plans that became shareholders on or before the March
19, 1993 closing date may continue to purchase Fund shares in the course of
their normal operations. Additionally, directors of the Fund and employees and
directors of the Fund's Advisor and Distributor may continue to open

II-4
<PAGE> 30

new Fund accounts. Shareholders of other Strong Funds are not able to exchange
into the Fund. The Fund may resume sales to new investors at some future date,
but it has no present intention to do so.

WHAT YOU SHOULD KNOW ABOUT BUYING SHARES THROUGH A BROKER-DEALER

- - If you purchase shares through a program of services offered or
administered by a broker-dealer, financial institution, or other service
provider, you should read the program materials, including information
relating to fees, in connection with a Fund's Prospectus. Certain features
of a Fund may not be available or may be modified in connection with the
program of services provided.

- - Certain broker-dealers, financial institutions, or other service providers
that have entered into an agreement with the Distributor may enter purchase
orders on behalf of their customers by phone, with payment to follow within
several days as specified in the agreement. The Funds may effect such
purchase orders at the net asset value next determined after receipt of the
telephone purchase order. It is the responsibility of the broker-dealer,
financial institution, or other service provider to place the order with
the Funds on a timely basis. If payment is not received within the time
specified in the agreement, the broker-dealer, financial institution, or
other service provider could be held liable for any resulting fees or
losses.

DETERMINING YOUR SHARE PRICE
Generally, when you make any purchases, sales, or exchanges, the price of your
shares will be the net asset value ("NAV") next determined after Strong Funds
receives your request in proper form. If Strong Funds receives such request
prior to the close of the New York Stock Exchange (the "Exchange") on a day on
which the Exchange is open, your share price will be the NAV determined that
day. The NAV for each Fund is normally determined as of 3:00 p.m. Central Time
("CT") each day the Exchange is open. The Funds reserve the right to change the
time at which purchases, redemptions, and exchanges are priced if the Exchange
closes at a time other than 3:00 p.m. CT or if an emergency exists. Each Fund's
NAV is calculated by taking the fair value of a Fund's total assets,
subtracting all its liabilities, and dividing by the total number of shares
outstanding. Expenses are accrued daily and applied when determining the net
asset value.

A Fund's portfolio securities are valued based on market quotations or at fair
value as determined by the method selected by each Fund's Board of Directors.
Equity securities traded on a national securities exchange or NASDAQ are valued
at the last sales price on the national securities exchange or NASDAQ on which
such securities are primarily traded. Securities traded on NASDAQ for which
there were no transactions on a given day or securities not listed on an
exchange or NASDAQ are valued at the average of the most recent bid and asked
prices. Other exchange traded securities (generally foreign securities) will be
valued based on market quotations.

Securities quoted in foreign currency are valued daily in U.S. dollars at the
foreign currency exchange rates that are prevailing at the time the daily net
asset value per share is determined. Although the Funds value their foreign
assets in U.S. dollars on a daily basis, they do not intend to convert their
holdings of foreign currencies into U.S. dollars on a daily basis. Foreign
currency exchange rates are generally determined prior to the close of trading
on the Exchange. Occasionally, events affecting the value of foreign
investments and such exchange rates occur between the time at which they are
determined and the

II-5
<PAGE> 31

close of trading on the Exchange. Such events would not normally be reflected
in a calculation of a Fund's net asset value on that day. If events that
materially affect the value of a Fund's foreign investments or the foreign
currency exchange rates occur during such period, the investments will be
valued at their fair value as determined in good faith by or under the
direction of the Board of Directors. The International Stock and Asia Pacific
Funds' portfolio securities, from time to time, may be listed primarily on
foreign exchanges that trade on other days than those on which the Exchange is
open for business, (e.g., Saturday). As a result, the net asset value of those
Funds may be significantly affected by such trading on days when shareholders
cannot effect transactions on their accounts.

HOW TO SELL SHARES
You can access the money in your account at any time by selling (redeeming)
some or all of your shares back to the Fund. Once your redemption request is
received in proper form, Strong will normally mail you the proceeds the next
business day and, in any event, no later than seven days thereafter.

To redeem shares, you may use any of the methods described in the chart below.
However, if you are selling shares in a retirement account, please call
1-800-368-3863 for instructions. Please note that there is a $10.00 fee for
closing an IRA or other retirement account or for transferring assets to
another custodian. For your protection, certain requests may require a
signature guarantee.

II-6
<PAGE> 32

<TABLE>
<CAPTION>
TO SELL SHARES
<S> <C>
MAIL FOR INDIVIDUAL, JOINT TENANT, AND UGMA/UTMA
ACCOUNTS
Write a "letter of instruction" that includes the
following information: your account number, the
dollar amount or number of shares you wish to
redeem, each owner's name, your street address,
and the signature of each owner as it appears on
the account.

Mail to The Strong Funds, P.O. Box 2936,
Milwaukee, Wisconsin 53201. If you're using an
express delivery service, send to 100 Heritage
Reserve, Menomonee Falls, Wisconsin 53051.

FOR TRUST ACCOUNTS
Same as above. Please ensure that all trustees
sign the letter of instruction.

FOR OTHER REGISTRATIONS
Call 1-800-368-3863 for instructions.

TELEPHONE Sign up for telephone redemption services when you
open your account by checking the "Yes" box in the
1-800-368-3863 appropriate section of the account application. To
add the telephone redemption option to your
account, call 1-800-368-3863 for a Telephone
Redemption Form.

24 HOURS A DAY,
7 DAYS A WEEK Once the telephone redemption option is in place,
you may sell shares ($500 minimum) by phone and
arrange to receive the proceeds in one of three
ways.

TO RECEIVE A CHECK BY MAIL
At no charge, we will mail a check to the address
to which your account is registered.

TO DEPOSIT BY EFT
At no charge, we will transmit the proceeds by
Electronic Funds Transfer (EFT) to a
pre-authorized bank account. Usually, the funds
will arrive at your bank two banking days after
we process your redemption.

TO DEPOSIT BY WIRE
For a $10 fee, we will transmit the proceeds by
wire to a pre-authorized bank account. Usually,
the funds will arrive at your bank the next
banking day after we process your redemption.

AUTOMATICALLY You can set up automatic withdrawals from your
account at regular intervals. To establish the
Systematic Withdrawal Plan, request a form by
calling 1-800-368-3863.

BROKER-DEALER You may also redeem shares through broker-dealers
or others who may charge a commission or other
transaction fee.
</TABLE>

II-7
<PAGE> 33

WHAT YOU SHOULD KNOW ABOUT SELLING SHARES

- - If you have recently purchased shares, please be aware that your redemption
request may not be honored until the purchase check has cleared your bank,
which generally occurs within ten calendar days.

- - The right of redemption may be suspended during any period when (i) trading
on the Exchange is restricted, as determined by the SEC, or the Exchange is
closed for other than weekends and holidays; (ii) the SEC has permitted
such suspension by order; or (iii) an emergency as determined by the SEC
exists, making disposal of portfolio securities or valuation of net assets
of a Fund not reasonably practicable.

- - If you are selling shares you hold in certificate form, you must submit the
certificates with your redemption request. Each registered owner must
endorse the certificates and all signatures must be guaranteed.

- - Further documentation may be requested from corporations, executors,
administrators, trustees, guardians, agents, or attorneys-in-fact.

WHAT YOU SHOULD KNOW ABOUT TELEPHONE REDEMPTIONS

- - The Funds reserve the right to refuse a telephone redemption if they
believe it advisable to do so.

- - Once you place your telephone redemption request, it cannot be canceled or
modified.

- - Investors will bear the risk of loss from fraudulent or unauthorized
instructions received over the telephone provided that the Fund reasonably
believes that such instructions are genuine. The Funds and their transfer
agent employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. The Funds may incur liability if
they do not follow these procedures.

- - Because of increased telephone volume, you may experience difficulty in
implementing a telephone redemption during periods of dramatic economic or
market changes.

SHAREHOLDER SERVICES

INFORMATION SERVICES

24-HOUR ASSISTANCE. Strong Funds has registered representatives available to
help you 24 hours a day, 7 days a week. Call 1-414-359-1400 or toll-free
1-800-368-3863. You may also write to the Strong Funds at the address on the
cover of this Prospectus.

STATEMENTS AND REPORTS. At a minimum, each Fund will confirm all transactions
for your account on a quarterly basis. We recommend that you file each
quarterly statement -- and, especially, each calendar year-end statement --
with your other important financial papers, since you may need to refer to them
at a later date for tax purposes. Should you need additional copies of previous
statements, you may order confirmation statements for the current and preceding
year at no charge. Statements for earlier years are available for $10 each.
Call 1-800-368-3863 to order past statements.

II-8
<PAGE> 34

Each year, you will also receive a statement confirming the tax status of any
distributions paid to you, as well as a semi-annual report and an annual report
containing audited financial statements.

To reduce the volume of mail you receive, only one copy of certain materials,
such as prospectuses and shareholder reports, is mailed to your household.
Call 1-800-368-3863 if you wish to receive additional copies, free of charge.

More complete information regarding each Fund's investment policies and
services is contained in its Statement of Additional Information, which you may
request by calling or writing the Strong Funds at the phone number and address
on the cover of this Prospectus.

CHANGING YOUR ACCOUNT INFORMATION. So that you continue receiving your Strong
correspondence, including any dividend checks and statements, please notify us
in writing as soon as possible if your address changes. You may use the
Additional Investment Form at the bottom of your confirmation statement, or
simply write us a letter of instruction that contains the following
information:

1. a written request to change the address,
2. the account number(s) for which the address is to be changed,
3. the new address, and
4. the signatures of all owners of the accounts.

Please send your request to the address on the cover of this Prospectus.

Changes to your accounts' registrations -- such as adding or removing a joint
owner, changing an owner's name, or changing the type of your account -- must
also be submitted in writing. Please call 1-800-368-3863 for instructions. For
your protection, some requests may require a signature guarantee.

TRANSACTION SERVICES

FREE EXCHANGE PRIVILEGE. You may exchange shares between identically registered
Strong Funds accounts, either in writing or by telephone. By establishing the
telephone exchange services, you authorize the Fund and its agents to act upon
your instruction by telephone to redeem or exchange shares from any account you
specify. Please obtain and read the appropriate Prospectus before investing in
any of the Strong Funds. Since an excessive number of exchanges may be
detrimental to the Funds, each Fund reserves the right to discontinue the
exchange privilege of any shareholder who makes more than five exchanges in a
year or three exchanges in a calendar quarter.

REGULAR INVESTMENT PLANS
The Strong Funds' Automatic Investment Plan, Payroll Direct Deposit Plan, and
Automatic Exchange Plan, all discussed below, are methods of implementing
DOLLAR COST AVERAGING. Dollar cost averaging is an investment strategy that
involves investing a fixed amount of money at a regular time interval. By
always investing the same set amount, you will be purchasing more shares when
the price is low and fewer shares when the price is high. Ultimately, by using
this principle in conjunction with fluctuations in share price, your average
cost per share may be less than the average transaction price. A program of
regular investment cannot ensure a profit or protect against a loss during
declining

II-9
<PAGE> 35

markets. Since such a program involves continuous investment regardless of
fluctuating share values, you should consider your ability to continue the
program through periods of both low and high share- price levels.

AUTOMATIC INVESTMENT PLAN. The Automatic Investment Plan allows you to make
regular, systematic investments in a Fund from your bank checking or NOW
account. You may choose to make investments on any day of the month in amounts
of $50 or more. You can set up the Automatic Investment Plan with any financial
institution that is a member of the Automated Clearing House. Because each Fund
has the right to close an investor's account for failure to reach the minimum
initial investment, please consider your ability to continue this Plan until
you reach the minimum initial investment. Such closing may occur in periods of
declining share prices. To establish the Plan, complete the application at the
back of this Prospectus, or call 1-800-368-3863.

PAYROLL DIRECT DEPOSIT PLAN. Once you meet a Fund's minimum initial investment
requirement, you may purchase additional Fund shares through the Payroll Direct
Deposit Plan. Through this Plan, periodic investments (minimum $50) are made
automatically from your payroll check into your existing Fund account. By
enrolling in the Plan, you authorize your employer or its agents to deposit a
specified amount from your payroll check into the Fund's bank account. In most
cases, your Fund account will be credited the day after the amount is received
by the Fund's bank. In order to participate in the Plan, your employer must
have direct deposit capabilities through Automated Clearing House available to
its employees. The Plan may be used for other direct deposits, such as social
security checks, military allotments, and annuity payments.

To establish a Direct Deposit for your account, call 1-800-368-3863 to obtain
an Authorization for Payroll Direct Deposit to a Strong Funds Account form.
Once the Plan is established, you may alter the amount of the deposit, alter
the frequency of the deposit, or terminate your participation in the program by
notifying your employer.

AUTOMATIC EXCHANGE PLAN. The Automatic Exchange Plan allows you to make
regular, systematic exchanges (minimum $50) from one Strong Funds account into
another Strong Funds account. By setting up the Plan, you authorize the Fund
and its agents to redeem a set dollar amount or number of shares from the first
account and purchase shares of a second Strong Fund. In addition, you authorize
a Fund and its agents to accept telephone instructions to change the dollar
amount and frequency of the exchange. An exchange transaction is a sale and
purchase of shares for federal income tax purposes and may result in a capital
gain or loss. To establish the Plan, request a form by calling 1-800-368-3863.

To participate in the Automatic Exchange Plan, you must have an initial account
balance of $2,500 in the first account and at least the minimum initial
investment in the second account. Exchanges may be made on any day or days of
your choice. If the amount remaining in the first account is less than the
exchange amount you requested, then the remaining amount will be exchanged. At
such time as the first account has a zero balance, your participation in the
Plan will be terminated. You may also terminate the Plan at any time by calling
or writing to the Fund. Once participation in the Plan has been terminated for
any reason, to reinstate the Plan you must do so in writing; simply investing
additional funds will not reinstate the Plan.

SYSTEMATIC WITHDRAWAL PLAN. You can set up automatic withdrawals from your
account at regular intervals. To begin distributions, you must have an initial
balance of $5,000 in your account and withdraw at least $50 per payment. To
establish the Systematic

II-10
<PAGE> 36

Withdrawal Plan, request a form by calling 1-800-368-3863. Depending upon the
size of the account and the withdrawals requested (and fluctuations in net
asset value of the shares redeemed), redemptions for the purpose of satisfying
such withdrawals may reduce or even exhaust the account. If the amount
remaining in the account is not sufficient to meet a Plan payment, the
remaining amount will be redeemed and the Plan will be terminated.

SPECIAL SITUATIONS

POWER OF ATTORNEY. If you are investing as attorney-in-fact for another person,
please complete the account application in the name of such person and sign the
back of the application in the following form: "[applicant's name] by [your
name], attorney-in-fact." To avoid having to file an affidavit prior to each
transaction, please complete the Power of Attorney form available from Strong
Funds at 1-800-368-3863. However, if you would like to use your own power of
attorney form, please call the same number for instructions.

CORPORATIONS AND TRUSTS. If you are investing for a corporation, please include
with your account application a certified copy of your corporate resolution
indicating which officers are authorized to act on behalf of the corporation.
As an alternative, you may complete a Certification of Authorized Individuals
form, which can be obtained from the Funds. Until a valid corporate resolution
or Certification of Authorized Individuals is received by the Fund, services
such as telephone and wire redemption will not be established.

If you are investing as a trustee, please include the date of the trust. All
trustees must sign the application. If they do not, services such as telephone
and wire redemption will not be established. All trustees must sign redemption
requests unless proper documentation to the contrary is provided to the Fund.
Failure to provide these documents, or signatures as required, when you invest
may result in delays in processing redemption requests.

SIGNATURE GUARANTEES. A signature guarantee is designed to protect you and the
Funds against fraudulent transactions by unauthorized persons. In the
following instances, the Funds will require a signature guarantee for all
authorized owners of an account:

- - when you add the telephone redemption option to your existing account;
- - if you transfer the ownership of your account to another individual or
organization;
- - when you submit a written redemption request for more than $25,000;
- - when you request to redeem or redeposit shares that have been issued in
certificate form;
- - if you open an account and later decide that you want certificates;
- - when you request that redemption proceeds be sent to a different name or
address than is registered on your account;
- - if you add/change your name or add/remove an owner on your account; and
- - if you add/change the beneficiary on your transfer on death account.

A signature guarantee may be obtained from any eligible guarantor institution,
as defined by the SEC. These institutions include banks, savings associations,
credit unions, brokerage firms, and others. PLEASE NOTE THAT A NOTARY PUBLIC
STAMP OR SEAL IS NOT ACCEPTABLE.

II-11
<PAGE> 37

CUSTODIAN
Firstar Trust Company
P.O. Box 701, Milwaukee, Wisconsin 53201

Brown Brothers Harriman & Co.
40 Water Street, Boston, Massachusetts 02109

TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT
Strong Capital Management, Inc.
P.O. Box 2936, Milwaukee, Wisconsin 53201

AUDITORS
Coopers & Lybrand L.L.P.
411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202

LEGAL COUNSEL
Godfrey & Kahn, S.C.
780 North Water Street, Milwaukee, Wisconsin 53202

Kirkpatrick & Lockhart
1800 M Street, N.W., Washington, D.C. 20036

INVESTMENT ADVISOR
Strong Capital Management, Inc.
P.O. Box 2936, Milwaukee, Wisconsin 53201

DISTRIBUTOR
Strong Funds Distributors, Inc.
P.O. Box 2936, Milwaukee, Wisconsin 53201

<PAGE> 38

STATEMENT OF ADDITIONAL INFORMATION

STRONG OPPORTUNITY FUND, INC.
STRONG GROWTH FUND, INC.
STRONG COMMON STOCK FUND, INC.
STRONG DISCOVERY FUND, INC.
STRONG INTERNATIONAL STOCK FUND, INC.
STRONG ASIA PACIFIC FUND, INC.
P.O. Box 2936
Milwaukee, Wisconsin 53201
Telephone: (414) 359-1400
Toll-Free: (800) 368-3863

This Statement of Additional Information is not a prospectus and
should be read in conjunction with the Prospectus of Strong Opportunity Fund,
Inc. (the "Opportunity Fund"), Strong Growth Fund, Inc. (the "Growth Fund"),
Strong Common Stock Fund, Inc. (the "Common Stock Fund"), Strong Discovery
Fund, Inc. (the "Discovery Fund"), Strong International Stock Fund, Inc. (the
"International Stock Fund"), and Strong Asia Pacific Fund, Inc. (the "Asia
Pacific Fund") (hereinafter collectively referred to as the "Funds") dated May
1, 1995. Requests for copies of the Prospectus should be made by writing to the
Fund at P.O. Box 2936, Milwaukee, Wisconsin 53201, Attention: Secretary, or by
calling one of the numbers listed above. The financial statements appearing in
the Funds' Annual Report, which accompanies this Statement of Additional
Information, are incorporated herein by reference.

This Statement of Additional Information is dated May 1, 1995.

<PAGE> 39

STRONG GROWTH FUNDS

<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
<S> <C>
INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
COMMON INVESTMENT POLICIES AND TECHNIQUES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Illiquid Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Short Sales Against the Box . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Fixed-Income Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
High Yield, High Risk Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Zero-Coupon, Step-Coupon and Pay-in-Kind Securities . . . . . . . . . . . . . . . . . . . . . . 0
Mortgage- and Asset-Backed Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Lending of Portfolio Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
European and American Depository Receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Derivative Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Foreign Currency-Related Derivative Strategies-Special Considerations . . . . . . . . . . . . . 0
Forward Currency Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Foreign Currency Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
When-Issued Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Foreign Investment Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Mortgage Dollar Rolls and Reverse Repurchase Agreements . . . . . . . . . . . . . . . . . . . . 0
DIRECTORS AND OFFICERS OF THE FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
INVESTMENT ADVISOR AND DISTRIBUTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
PORTFOLIO TRANSACTIONS AND BROKERAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
DETERMINATION OF NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
SHAREHOLDER SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
FUND ORGANIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
SHAREHOLDER MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
PORTFOLIO MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
</TABLE>

No person has been authorized to give any information or to make any
representations other than those contained in this Statement of Additional
Information and the Prospectus dated May 1, 1995 and, if given or made, such
information or representations may not be relied upon as having been authorized
by the Funds. This Statement of Additional Information does not constitute an
offer to sell securities.

<PAGE> 40

INVESTMENT RESTRICTIONS

The investment objective of each of the Funds is to seek capital
growth. The Funds' investment objectives and policies are described in detail
in the Prospectus under the caption "Investment Objectives and Policies." The
following are the Funds' fundamental investment limitations which cannot be
changed without shareholder approval.

Each Fund:

1. May not with respect to 75% of its total assets, purchase the
securities of any issuer (except securities issued or guaranteed by
the U.S. government or its agencies or instrumentalities) if, as a
result, (i) more than 5% of the Fund's total assets would be invested
in the securities of that issuer, or (ii) the Fund would hold more
than 10% of the outstanding voting securities of that issuer.

2. May (i) borrow money from banks and (ii) make other investments or
engage in other transactions permissible under the Investment Company
Act of 1940 which may involve a borrowing, provided that the
combination of (i) and (ii) shall not exceed 33 1/3% of the value of
the Fund's total assets (including the amount borrowed), less the
Fund's liabilities (other than borrowings), except that the Fund may
borrow up to an additional 5% of its total assets (not including the
amount borrowed) from a bank for temporary or emergency purposes (but
not for leverage or the purchase of investments). The Fund may also
borrow money from the other Strong Funds or other persons to the
extent permitted by applicable law.

3. May not issue senior securities, except as permitted under the
Investment Company Act of 1940.

4. May not act as an underwriter of another issuer's securities, except
to the extent that the Fund may be deemed to be an underwriter within
the meaning of the Securities Act of 1933 in connection with the
purchase and sale of portfolio securities.

5. May not purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments (but this shall
not prevent the Fund from purchasing or selling options, futures
contracts, or other derivative instruments, or from investing in
securities or other instruments backed by physical commodities).

6. May not make loans if, as a result, more than 33 1/3% of the Fund's
total assets would be lent to other persons, except through (i)
purchases of debt securities or other debt instruments, or (ii)
engaging in repurchase agreements.

7. May not purchase the securities of any issuer if, as a result, more
than 25% of the Fund's total assets would be invested in the
securities of issuers, the principal business activities of which are
in the same industry.

8. May not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prohibit the Fund from purchasing or selling securities or other
instruments backed by real estate or of issuers engaged in real estate
activities.

9. May, notwithstanding any other fundamental investment policy or
restriction, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and restrictions as the
Fund.

-3-

<PAGE> 41

The following are the Funds' non-fundamental operating policies which
may be changed by the Board of Directors of each Fund without shareholder
approval.

Each Fund may not:

1. Sell securities short, unless the Fund owns or has the right to obtain
securities equivalent in kind and amount to the securities sold short,
or unless it covers such short sale as required by the current rules
and positions of the SEC or its staff, and provided that transactions
in options, futures contracts, options on futures contracts, or other
derivative instruments are not deemed to constitute selling securities
short.

2. Purchase securities on margin, except that the Fund may obtain such
short-term credits as are necessary for the clearance of transactions;
and provided that margin deposits in connection with futures
contracts, options on futures contracts, or other derivative
instruments shall not constitute purchasing securities on margin.

3. Invest in illiquid securities if, as a result of such investment, more
than 15% of its net assets would be invested in illiquid securities,
or such other amounts as may be permitted under the Investment Company
Act of 1940.

4. Purchase securities of other investment companies except in compliance
with the Investment Company Act of 1940 and applicable state law.

5. Invest all of its assets in the securities of a single open-end
investment management company with substantially the same fundamental
investment objective, restrictions and policies as the Fund.

6. Purchase the securities of any issuer (other than securities issued or
guaranteed by domestic or foreign governments or political
subdivisions thereof) if, as a result, more than 5% of its total
assets would be invested in the securities of issuers that, including
predecessor or unconditional guarantors, have a record of less than
three years of continuous operation. This policy does not apply to
securities of pooled investment vehicles or mortgage or asset-backed
securities.

7. Invest in direct interests in oil, gas, or other mineral exploration
programs or leases; however, the Fund may invest in the securities of
issuers that engage in these activities.

8. Engage in futures or options on futures transactions which are
impermissible pursuant to Rule 4.5 under the Commodity Exchange Act
and, in accordance with Rule 4.5, will use futures or options on
futures transactions solely for bona fide hedging transactions (within
the meaning of the Commodity Exchange Act), provided, however, that
the Fund may, in addition to bona fide hedging transactions, use
futures and options on futures transactions if the aggregate initial
margin and premiums required to establish such positions, less the
amount by which any such options positions are in the money (within
the meaning of the Commodity Exchange Act), do not exceed 5% of the
Fund's net assets.

In addition, (i) the aggregate value of securities underlying call
options on securities written by the Fund or obligations underlying
put options on securities written by the Fund determined as of the
date the options are written will not exceed 50% of the Fund's net
assets; (ii) the aggregate premiums paid on all options purchased by
the Fund and which are being held will not exceed 20% of the Fund's
net assets; (iii) the Fund will not purchase put or call options,
other than hedging positions, if, as a result thereof, more than 5% of
its total assets would be so invested; and (iv) the aggregate margin
deposits required on all futures and options on futures transactions
being held will not exceed 5% of the Fund's total assets.

9. Pledge, mortgage or hypothecate any assets owned by the Fund except as
may be necessary in connection with permissible borrowings or
investments and then such pledging, mortgaging, or hypothecating may
not exceed 33 1/3% of the Fund's total assets at the time of the
borrowing or investment.

10. Purchase or retain the securities of any issuer if any officer or
director of the Fund or its investment advisor beneficially owns more
than 1/2 of 1% of the securities of such issuer and such officers and
directors together own beneficially more than 5% of the securities of
such issuer.

-4-

<PAGE> 42

11. Purchase warrants, valued at the lower of cost or market value, in
excess of 5% of the Fund's net assets. Included in that amount, but
not to exceed 2% of the Fund's net assets, may be warrants that are
not listed on the New York Stock Exchange or the American Stock
Exchange. Warrants acquired by the Fund in units or attached to
securities are not subject to these restrictions.

12. Borrow money except (i) from banks or (ii) through reverse repurchase
agreements or mortgage dollar rolls, and will not purchase securities
when bank borrowings exceed 5% of its total assets.

13. Make any loans other than loans of portfolio securities, except
through (i) purchases of debt securities or other debt instruments, or
(ii) engaging in repurchase agreements.

If a percentage restriction relating to a fundamental or
non-fundamental limitation is adhered to at the time of investment, a later
increase in percentage resulting from a change in market value of the
investment or the total assets will not constitute a violation of that
restriction. Except for the fundamental investment limitations listed above and
each Fund's investment objective, the other investment policies described in
the Prospectus and this Statement of Additional Information are not fundamental
and may be changed with approval of a Fund's Board of Directors.

COMMON INVESTMENT POLICIES AND TECHNIQUES

The following information supplements the discussion of the Funds'
investment objectives, policies and techniques that are described in detail in
the Prospectus under the captions "Investment Objectives and Policies" and
"Implementation of Policies and Risks." Investment policies and techniques
that are unique to the Opportunity Fund, Growth Fund, Common Stock Fund,
Discovery Fund, International Stock Fund, and the Asia Pacific Fund are
discussed herein under "Investment Policies and Techniques -- Opportunity Fund,
Growth Fund, Common Stock Fund, Discovery Fund, International Stock Fund, and
Asia Pacific Fund," respectively.

ILLIQUID SECURITIES

The Funds may invest in illiquid securities (i.e., securities that are
not readily marketable). However, a Fund will not acquire illiquid securities
if, as a result, they would comprise more than 15% of the value of the Fund's
net assets (or such other amounts as may be permitted under the Investment
Company Act). The Board of Directors of each Fund, or its delegate, has the
ultimate authority to determine, to the extent permissible under the federal
securities laws, which securities are illiquid for purposes of this limitation.
Certain securities exempt from registration or issued in transactions exempt
from registration under the Securities Act of 1933, as amended (the "Securities
Act"), including securities that may be resold pursuant to Rule 144A under the
Securities Act, may be considered liquid. The Board of Directors of each Fund
has delegated to Strong Capital Management, Inc. (the "Advisor") the day-to-day
determination of the liquidity of a security, although it has retained
oversight and ultimate responsibility for such determinations. Although no
definitive liquidity criteria are used, the Board of Directors has directed the
Advisor to look to such factors as (i) the nature of the market for a security
(including the institutional private resale market), (ii) the terms of certain
securities or other instruments allowing for the disposition to a third party
or the issuer thereof (e.g., certain repurchase obligations and demand
instruments), (iii) the availability of market quotations (e.g., for securities
quoted in PORTAL system), and (iv) other permissible relevant factors.

Restricted securities may be sold only in privately negotiated
transactions or in a public offering with respect to which a registration
statement is in effect under the Securities Act. Where registration is
required, a Fund may be obligated to pay all or part of the registration
expenses and a considerable period may elapse between the time of the decision
to sell and the time the Fund may be permitted to sell a security under an
effective registration statement. If, during such a period, adverse market
conditions were to develop, a Fund might obtain a less favorable price than
prevailed when it decided to sell. Restricted securities will be priced at
fair value as determined in good faith by the Board of Directors of each Fund.
If through the appreciation of restricted securities or the depreciation of
unrestricted securities, a Fund should be in a position where more than 15% of
the value of its net assets are invested in illiquid securities, including
restricted securities which are not readily marketable, the Fund will take such
steps as is deemed advisable, if any, to protect liquidity.

Each Fund may sell over-the-counter ("OTC") options and, in connection
therewith, segregate assets or cover its obligations with respect to OTC
options written by the Fund. The assets used as cover for OTC options written
by the Fund will

-5-

<PAGE> 43

be considered illiquid unless the OTC options are sold to qualified dealers who
agree that the Fund may repurchase any OTC option it writes at a maximum price
to be calculated by a formula set forth in the option agreement. The cover for
an OTC option written subject to this procedure would be considered illiquid
only to the extent that the maximum repurchase price under the formula exceeds
the intrinsic value of the option.

SHORT SALES AGAINST THE BOX

Each Fund may sell securities short against the box to hedge
unrealized gains on portfolio securities. Selling securities short against the
box involves selling a security that a Fund owns or has the right to acquire,
for delivery at a specified date in the future. If a Fund sells securities
short against the box, it may protect unrealized gains, but will lose the
opportunity to profit on such securities if the price rises.

WARRANTS

Each Fund may acquire warrants. Warrants are securities giving the
holder the right, but not the obligation, to buy the stock of an issuer at a
given price (generally higher than the value of the stock at the time of
issuance) during a specified period or perpetually. Warrants may be acquired
separately or in connection with the acquisition of securities. A Fund will
not purchase warrants, valued at the lower of cost or market value, in excess
of 5% of the Fund's net assets. Included in that amount, but not to exceed 2%
of the Fund's net assets, may be warrants that are not listed on the New York
Stock Exchange or the American Stock Exchange. Warrants acquired by a Fund in
units or attached to securities are not subject to these restrictions.
Warrants do not carry with them the right to dividends or voting rights with
respect to the securities that they entitle their holder to purchase, and they
do not represent any rights in the assets of the issuer. As a result, warrants
may be considered more speculative than certain other types of investments. In
addition, the value of a warrant does not necessarily change with the value of
the underlying securities, and a warrant ceases to have value if it is not
exercised prior to its expiration date.

FIXED-INCOME SECURITIES

Each Fund may invest a portion of its assets in fixed-income securities.
Issuers of fixed-income securities have a contractual obligation to pay
interest at a specified rate on specified dates and to repay principal on a
specified maturity date. Certain fixed-income securities (usually
intermediate- and long-term bonds) have provisions that allow the issuer to
redeem or "call" a bond before its maturity. Issuers are most likely to call
such securities during periods of falling interest rates.

PRICE VOLATILITY. The market value of debt obligations is affected by changes
in prevailing interest rates. The market value of a debt obligation generally
reacts inversely to interest-rate changes, meaning, when prevailing interest
rates decline, an obligation's price usually rises, and when prevailing
interest rates rise, an obligation's price usually declines. A fund portfolio
consisting primarily of debt obligations will react similarly to changes in
interest rates.

MATURITY. In general, the longer the maturity of a debt obligation, the higher
its yield and the greater its sensitivity to changes in interest rates.
Conversely, the shorter the maturity, the lower the yield but the greater the
price stability. Commercial paper is generally considered the shortest form of
debt security. The term "bond" generally refers to securities with maturities
longer than two years. Bonds with maturities of three years or less are
considered short-term, bonds with maturities between three and [seven] years
are considered intermediate-term, and bonds with maturities greater than
[seven] years are considered long-term.

CREDIT QUALITY. The values of debt securities may also be affected by changes
in the credit rating or financial condition of their issuers. Generally, the
lower the quality rating of a security, the higher the degree of risk as to the
payment of interest and return of principal. To compensate investors for
taking on such increased risk, those issuers deemed to be less creditworthy
generally must offer their investors higher interest rates than do issuers with
better credit ratings.

In conducting its credit research and analysis, the Advisor considers both
qualitative and quantitative factors to evaluate the creditworthiness of
individual issuers. The Advisor also relies, in part, on credit ratings
compiled by a number of NRSROs. Appendix A--Ratings of Debt Securities"
presents the ratings of three well-known such organizations: Moody's Investors
Services, Inc., Standard & Poor's Ratings Group, and Fitch Investors Service,
Inc.

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<PAGE> 44

TEMPORARY DEFENSIVE POSITION. When the Advisor determines that market
conditions warrant a temporary defensive position, the Opportunity Fund may
invest up to 30% of its total assets, the Common Stock Fund may invest up to
20% of its total assets, and the Growth, Discovery, International Stock, and
Asia Pacific Funds may invest without limitation in cash and short-term,
fixed-income securities, including U.S. government securities, commercial
paper, banker's acceptances, certificates of deposit, and time deposits. With
respect to its temporary defensive position, the Asia Pacific Fund may invest
in dollar and non-dollar denominated currencies.

HIGH YIELD, HIGH RISK SECURITIES

IN GENERAL. Each Fund has the authority to invest up to 5% of their
respective net assets in non-investment grade debt securities. Non-investment
grade debt securities (hereinafter referred to as "lower-quality securities")
include (i) bonds rates as low as C by Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Corporation ("S&P"), or Fitch Investors Service,
Inc. ("Fitch"), or CCC by Duff & Phelps, Inc. ("D&P"); (ii) commercial paper
rated as low as C by S&P, Not Prime by Moody's or Fitch 4 by Fitch; and (iii)
unrated debt securities of comparable quality. Lower-quality securities, while
generally offering higher yields than investment grade securities with similar
maturities, involve greater risks, including the possibility of default or
bankruptcy. They are regarded as predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal. The special risk
considerations in connection with investments in these securities are discussed
below. Refer to the Appendix of this Statement of Additional Information for a
discussion of securities ratings.

EFFECT OF INTEREST RATES AND ECONOMIC CHANGES. The lower-quality and
comparable unrated security market is relatively new and its growth has
paralleled a long economic expansion. As a result, it is not clear how this
market may withstand a prolonged recession or economic downturn. Such an
economic downturn could severely disrupt the market for and adversely affect
the value of such securities.

All interest-bearing securities typically experience appreciation when
interest rates decline and depreciation when interest rates rise. The market
values of lower-quality and comparable unrated securities tend to reflect
individual corporate developments to a greater extent than do higher rated
securities, which react primarily to fluctuations in the general level of
interest rates. Lower-quality and comparable unrated securities also tend to be
more sensitive to economic conditions than are higher-rated securities. As a
result, they generally involve more credit risks than securities in the
higher-rated categories. During an economic downturn or a sustained period of
rising interest rates, highly leveraged issuers of lower-quality and comparable
unrated securities may experience financial stress and may not have sufficient
revenues to meet their payment obligations. The issuer's ability to service
its debt obligations may also be adversely affected by specific corporate
developments, the issuer's inability to meet specific projected business
forecasts or the unavailability of additional financing. The risk of loss due
to default by an issuer of these securities is significantly greater than
issuers of higher-rated securities because such securities are generally
unsecured and are often subordinated to other creditors. Further, if the
issuer of a lower-quality or comparable unrated security defaulted, a Fund
might incur additional expenses to seek recovery. Periods of economic
uncertainty and changes would also generally result in increased volatility in
the market prices of these securities and thus in the Fund's net asset value.

As previously stated, the value of a lower-quality or comparable
unrated security will decrease in a rising interest rate market, and
accordingly so will a Fund's net asset value. If a Fund experiences unexpected
net redemptions in such a market, it may be forced to liquidate a portion of
its portfolio securities without regard to their investment merits. Due to the
limited liquidity of lower-quality and comparable unrated securities (discussed
below), a Fund may be forced to liquidate these securities at a substantial
discount. Any such liquidation would reduce the Fund's asset base over which
expenses could be allocated and could result in a reduced rate of return for
the Fund.

PAYMENT EXPECTATIONS. Lower-quality and comparable unrated securities
typically contain redemption, call or prepayment provisions which permit the
issuer of such securities containing such provisions to, at its discretion,
redeem the securities. During periods of falling interest rates, issuers of
these securities are likely to redeem or prepay the securities and refinance
them with debt securities with a lower interest rate. To the extent an issuer
is able to refinance the securities, or otherwise redeem them, a Fund may have
to replace the securities with a lower yielding security, which would result in
a lower return for the Funds.

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<PAGE> 45

CREDIT RATINGS. Credit ratings issued by credit-rating agencies
evaluate the safety of principal and interest payments of rated securities.
They do not, however, evaluate the market value risk of lower-quality
securities and, therefore, may not fully reflect the true risks of an
investment. In addition, credit rating agencies may or may not make timely
changes in a rating to reflect changes in the economy or in the condition of
the issuer that affect the market value of the security. Consequently, credit
ratings are used only as a preliminary indicator of investment quality.
Investments in lower-quality and comparable unrated securities will be more
dependent on the Advisor's credit analysis than would be the case with
investments in investment-grade debt securities. The Advisor employs its own
credit research and analysis, which includes a study of existing debt, capital
structure, ability to service debt and to pay dividends, the issuer's
sensitivity to economic conditions, its operating history and the current trend
of earnings. The Advisor continually monitors the investments in each Fund's
portfolio and carefully evaluates whether to dispose of or to retain
lower-quality and comparable unrated securities whose credit ratings or credit
quality may have changed.

LIQUIDITY AND VALUATION. A Fund may have difficulty disposing of
certain lower-quality and comparable unrated securities because there may be a
thin trading market for such securities. Because not all dealers maintain
markets in all lower-quality and comparable unrated securities, there is no
established retail secondary market for many of these securities. The Funds
anticipate that such securities could be sold only to a limited number of
dealers or institutional investors. To the extent a secondary trading market
does exist, it is generally not as liquid as the secondary market for
higher-rated securities. The lack of a liquid secondary market may have an
adverse impact on the market price of the security. As a result, a Fund's
asset value and ability to dispose of particular securities, when necessary to
meet the Fund's liquidity needs or in response to a specific economic event,
may be impacted. The lack of a liquid secondary market for certain securities
may also make it more difficult for a Fund to obtain accurate market quotations
for purposes of valuing the Fund's portfolio. Market quotations are generally
available on many lower-quality and comparable unrated issues only from a
limited number of dealers and may not necessarily represent firm bids of such
dealers or prices for actual sales. During periods of thin trading, the spread
between bid and asked prices is likely to increase significantly. In addition,
adverse publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of lower-quality and comparable
unrated securities, especially in a thinly traded market.

NEW AND PROPOSED LEGISLATION. Recent legislation has been adopted,
and from time to time, proposals have been discussed, regarding new legislation
designed to limit the use of certain lower-quality and comparable unrated
securities by certain issuers. An example of legislation is a recent law which
requires federally insured savings and loan associations to divest their
investments in these securities over time. It is not currently possible to
determine the impact of the recent legislation or the proposed legislation on
the lower-quality and comparable unrated securities market. However, it is
anticipated that if additional legislation is enacted or proposed, it could
have a material affect on the value of these securities and the existence of a
secondary trading market for the securities.

ZERO-COUPON, STEP-COUPON AND PAY-IN-KIND SECURITIES

The Funds may invest in zero-coupon, step-coupon, and pay-in-kind
securities. These securities are debt securities that do not make regular
interest payments. Zero-coupon and step-coupon securities are sold at a deep
discount to their face value. Pay-in-kind securities pay interest through the
issuance of additional securities. Because such securities do not pay current
income, the price of these securities can be volatile when interest rates
fluctuate. While these securities do not pay current cash income, federal
income tax law requires the holders of taxable zero-coupon, step-coupon, and
certain pay-in-kind securities to report as interest each year the portion of
the original discount (or deemed discount) on such securities accruing that
year. In order to qualify as "regulated investment companies" under the Code,
the Funds may be required to distribute a portion of such discount and may be
required to dispose of other portfolio securities, which may occur in periods
of adverse market prices, in order to generate cash to meet these distribution
requirements.

MORTGAGE- AND ASSET-BACKED SECURITIES

Mortgage-backed securities represent direct or indirect participations
in, or are secured by and payable from, mortgage loans secured by real
property, and include single- and multi-class pass-through securities and
collateralized mortgage obligations. Such securities may be issued or
guaranteed by U.S. government agencies or instrumentalities, such as the
Government National Mortgage Association and the Federal National Mortgage
Association, or by private issuers, generally originators and investors in
mortgage loans, including savings associations, mortgage bankers, commercial
banks, investment bankers, and special purpose

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<PAGE> 46

entities (collectively, "private lenders"). Mortgage-backed securities issued
by private lenders may be supported by pools of mortgage loans or other
mortgage-backed securities that are guaranteed, directly or indirectly, by the
U.S. government or one of its agencies or instrumentalities, or they may be
issued without any governmental guarantee of the underlying mortgage assets but
with some form of non-governmental credit enhancement.

Asset-backed securities have structural characteristics similar to
mortgage-backed securities. However, the underlying assets are not first lien
mortgage loans or interests therein, but include assets such as motor vehicle
installment sales contracts, other installment loan contracts, home equity
loans, leases of various types of property, and receivables from credit card or
other revolving credit arrangements. Payments or distributions of principal
and interest on asset-backed securities may be supported by non-governmental
credit enhancements similar to those utilized in connection with
mortgage-backed securities.

The yield characteristics of mortgage- and asset-backed securities
differ from those of traditional debt securities. Among the principal
differences are that interest and principal payments are made more frequently
on mortgage-and asset-backed securities, usually monthly, and that principal
may be prepaid at any time because the underlying mortgage loans or other
assets generally may be prepaid at any time. As a result, if a Fund purchases
these securities at a premium, a prepayment rate that is faster than expected
will reduce yield to maturity, while a prepayment rate that is slower than
expected will have the opposite effect of increasing the yield to maturity.
Conversely, if a Fund purchases these securities at a discount, a prepayment
rate that is faster than expected will increase yield to maturity, while a
prepayment rate that is slower than expected will reduce yield to maturity.
Amounts available for reinvestment by the Fund are likely to be greater during
a period of declining interest rates and, as a result, are likely to be
reinvested at lower interest rates than during a period of rising interest
rates. Accelerated prepayments on securities purchased by a Fund at a premium
also impose a risk of loss of principal because the premium may not have been
fully amortized at the time the principal is prepaid in full. The market for
privately issued mortgage- and asset-backed securities is smaller and less
liquid than the market for government-sponsored mortgage-backed securities.

The Funds may invest in stripped mortgage- or asset-backed securities,
which receive differing proportions of the interest and principal payments from
the underlying assets. The market value of such securities generally is more
sensitive to changes in prepayment and interest rates than is the case with
traditional mortgage- and asset-backed securities, and in some cases such
market value may be extremely volatile. With respect to certain stripped
securities, such as interest only ("IO") and principal only ("PO") classes, a
rate of prepayment that is faster or slower than anticipated may result in a
Fund failing to recover all or a portion of its investment, even though the
securities are rated investment grade.

LENDING OF PORTFOLIO SECURITIES

Each Fund is authorized to lend up to 33 1/3% of the total value of
its portfolio securities to broker-dealers or institutional investors that the
Advisor deems qualified, but only when the borrower maintains with the Fund's
custodian bank collateral either in cash or money market instruments in an
amount at least equal to the market value of the securities loaned, plus
accrued interest and dividends, determined on a daily basis and adjusted
accordingly. [However, the Funds do not presently intend to engage in such
lending.] In determining whether to lend securities to a particular
broker-dealer or institutional investor, the Advisor will consider, and during
the period of the loan will monitor, all relevant facts and circumstances,
including the creditworthiness of the borrower. The Funds will retain
authority to terminate any loans at any time. The Funds may pay reasonable
administrative and custodial fees in connection with a loan and may pay a
negotiated portion of the interest earned on the cash or money market
instruments held as collateral to the borrower or placing broker. The Funds
will receive reasonable interest on the loan or a flat fee from the borrower
and amounts equivalent to any dividends, interest or other distributions on the
securities loaned. The Funds will retain record ownership of loaned securities
to exercise beneficial rights, such as voting and subscription rights and
rights to dividends, interest or other distributions, when retaining such
rights is considered to be in a Fund's interest.

EUROPEAN AND AMERICAN DEPOSITORY RECEIPTS

As indicated in the prospectus, each Fund may invest in foreign
securities by purchasing American Depository Receipts ("ADRs"). The Funds also
may purchase securities of foreign issuers in foreign markets and purchase
European Depository Receipts ("EDRs") or other securities convertible into
securities or issuers based in foreign countries. These securities may not
necessarily be denominated in the same currency as the securities into which
they may be converted. Generally, ADRs, in registered form, are denominated in
U.S. dollars and are designed for use in the U.S. securities markets, while
EDRs, in bearer

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<PAGE> 47

form, may be denominated in other currencies and are designed for use in
European securities markets. ADRs are receipts typically issued by a U.S. Bank
or trust company evidencing ownership of the underlying securities. EDRs are
European receipts evidencing a similar arrangement. For purposes of the Funds'
investment policies, ADRs and EDRs are deemed to have the same classification
as the underlying securities they represent. Thus, an ADR or EDR representing
ownership of common stock will be treated as common stock.

ADR facilities may be established as either "unsponsored" or
"sponsored." While ADRs issued under these two types of facilities are in some
respects similar, there are distinctions between them relating to the rights
and obligations of ADR holders and the practices of market participants. A
depository may establish an unsponsored facility without participation by (or
even necessarily the acquiescence of) the issuer of the deposited securities,
although typically the depository requests a letter of non-objection from such
issuer prior to the establishment of the facility. Holders of unsponsored ADRs
generally bear all the costs of such facilities. The depository usually
charges fees upon the deposit and withdrawal of the deposited securities, the
conversion of dividends into U.S. dollars, the disposition of non-cash
distribution, and the performance of other services. The depository of an
unsponsored facility frequently is under no obligation to distribute
shareholder communications received from the issuer of the deposited securities
or to pass through voting rights to ADR holders in respect of the deposited
securities. Sponsored ADR facilities are created in generally the same manner
as unsponsored facilities, except that the issuer of the deposited securities
enters into a deposit agreement with the depository. The deposit agreement
sets out the rights and responsibilities of the issuer, the depository and the
ADR holders. With sponsored facilities, the issuer of the deposited securities
generally will bear some of the costs relating to the facility (such as
dividend payment fees of the depository), although ADR holders continue to bear
certain other costs (such as deposit and withdrawal fees). Under the terms of
most sponsored arrangements, depositories agree to distribute notices of
shareholder meetings and voting instructions, and to provide shareholder
communications and other information to the ADR holders at the request of the
issuer of the deposited securities.

DERIVATIVE INSTRUMENTS

GENERAL DESCRIPTION. As discussed in the Prospectus, the Advisor may
use a variety of derivative instruments, including options, futures contracts
(sometimes referred to as "futures") and options on futures contracts for any
lawful purpose, such as to hedge a Fund's portfolio, risk management, or to
attempt to enhance returns.

The use of these instruments is subject to applicable regulations of
the SEC, the several options and futures exchanges upon which they may be
traded, the Commodity Futures Trading Commission ("CFTC") and various state
regulatory authorities. In addition, the Funds' ability to use these
instruments will be limited by tax considerations.

In addition to the products, strategies and risks described below and
in the Prospectus, the Advisor expects to discover additional derivative
instruments and other hedging techniques. These new opportunities may become
available as the Advisor develops new techniques or as regulatory authorities
broaden the range of permitted transactions. The Advisor may utilize these
opportunities to the extent that they are consistent with the Funds' investment
objective and permitted by the Funds' investment limitations and applicable
regulatory authorities.

SPECIAL RISKS OF THESE INSTRUMENTS. The use of derivative instruments
involves special considerations and risks as described below. Risks pertaining
to particular instruments are described in the sections that follow.

(1) Successful use of most of these instruments depends upon the
Advisor's ability to predict movements of the overall securities and currency
markets, which requires different skills than predicting changes in the prices
of individual securities. While the Advisor is experienced in the use of these
instruments, there can be no assurance that any particular strategy adopted
will succeed.

(2) There might be imperfect correlation, or even no correlation,
between price movements of an instrument and price movements of investments
being hedged. For example, if the value of an instrument used in a short hedge
(such as writing a call option, buying a put option, or selling a futures
contract) increased by less than the decline in value of the hedged investment,
the hedge would not be fully successful. Such a lack of correlation might
occur due to factors unrelated to the value of the investments being hedged,
such as speculative or other pressures on the markets in which these
instruments are traded. The effectiveness of

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<PAGE> 48

hedges using instruments on indices will depend on the degree of correlation
between price movements in the index and price movements in the investments
being hedged.

(3) Hedging strategies, if successful, can reduce the risk of loss by
wholly or partially offsetting the negative effect of unfavorable price
movements in the investments being hedged. However, hedging strategies can
also reduce opportunity for gain by offsetting the positive effect of favorable
price movements in the hedged investments. For example, if a Fund entered into
a short hedge because the Advisor projected a decline in the price of a
security in the Fund's portfolio, and the price of that security increased
instead, the gain from that increase might be wholly or partially offset by a
decline in the price of the instrument. Moreover, if the price of the
instrument declined by more than the increase in the price of the security, the
Fund could suffer a loss.

(4) As described below, a Fund might be required to maintain assets
as "cover," maintain segregated accounts, or make margin payments when it takes
positions in these instruments involving obligations to third parties (i.e.,
instruments other than purchased options). If the Fund were unable to close
out its positions in such instruments, it might be required to continue to
maintain such assets or accounts or make such payments until the position
expired or matured. The requirements might impair the Fund's ability to sell a
portfolio security or make an investment at a time when it would otherwise be
favorable to do so, or require that the Fund sell a portfolio security at a
disadvantageous time. A Fund's ability to close out a position in an
instrument prior to expiration or maturity depends on the existence of a liquid
secondary market or, in the absence of such a market, the ability and
willingness of the other party to the transaction ("counter party") to enter
into a transaction closing out the position. Therefore, there is no assurance
that any hedging position can be closed out at a time and price that is
favorable to the Fund.

For a discussion of the federal income tax treatment of the Funds'
derivative instruments, see "TAXES -- Derivative Instruments" below.

GENERAL LIMITATIONS ON CERTAIN DERIVATIVE TRANSACTIONS. The Funds
have each filed a notice of eligibility for exclusion from the definition of
the term "commodity pool operator" with the Commodity Futures Trading
Commission (the "CFTC") and the National Futures Association, which regulate
trading in the futures markets. Pursuant to Rule 4.5 of the regulations under
the Commodity Exchange Act (the "CEA"), the notice of eligibility for each Fund
includes representations that the Fund will use futures contracts and related
options solely for bona fide hedging purposes within the meaning of CFTC
regulations, provided that a Fund may hold other positions in futures contracts
and related options that do not qualify as a bona fide hedging position if the
aggregate initial margin deposits and premiums required to establish these
positions, less the amount by which any such options positions are "in the
money," do not exceed 5% of the Fund's net assets. Adoption of these
guidelines does not limit the percentage of the Fund's assets at risk to 5%. A
Fund may purchase a put or call option, including any straddles or spreads,
only if the value of its premium, when aggregated with the premiums on all
other options purchased by the Fund, does not exceed 5% of the Fund's total
assets.

In addition, (i) the aggregate value of securities underlying call
options on securities written by a Fund or obligations underlying put options
on securities written by a Fund determined as of the date the options are
written will not exceed 50% of the Fund's net assets; (ii) the aggregate
premiums paid on all options purchased by a Fund and which are being held will
not exceed 20% of the Fund's net assets; and (iii) a Fund will not purchase put
or call options, other than hedging positions, if, as a result thereof, more
than 5% of its total assets would be so invested; and (iv) the aggregate margin
deposits required on all futures and options on futures transactions being held
will not exceed 5% of a Fund's total assets.

The foregoing limitations are not fundamental policies of the Funds
and may be changed by each Fund's Board of Directors without shareholder
approval as regulatory agencies permit.

Transactions using options (other than purchased options) expose the
Funds to counter-party risk. To the extent required by SEC guidelines, a Fund
will not enter into any such transactions unless it owns either (1) an
offsetting ("covered") position in securities, other options, or futures or (2)
cash and liquid high grade debt securities with a value sufficient at all times
to cover its potential obligations to the extent not covered as provided in (1)
above. Each Fund will also set aside cash and/or appropriate liquid assets in
a segregated custodial account if required to do so by the SEC and CFTC
regulations. Assets used as cover or held in a segregated account cannot be
sold while the position in the corresponding option or futures contract is
open, unless they are replaced with similar assets. As a result, the
commitment of a large portion of a Fund's assets to cover or

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<PAGE> 49

segregated accounts could impede portfolio management or a Fund's ability to
meet redemption requests or other current obligations.

OPTIONS. Each Fund may also purchase or write put and call options on
securities and enter into closing transactions with respect to such options to
terminate an existing position. The purchase of call options serves as a long
hedge, and the purchase of put options serves as a short hedge. Writing put or
call options can enable a Fund to enhance income by reason of the premiums paid
by the purchaser of such options. Writing call options serves as a limited
short hedge because declines in the value of the hedged investment would be
offset to the extent of the premium received for writing the option. However,
if the security appreciates to a price higher than the exercise price of the
call option, it can be expected that the option will be exercised and the Fund
will be obligated to sell the security at less than its market value or will be
obligated to purchase the security at a price greater than that at which the
security must be sold under the option. All or a portion of any assets used as
cover for OTC options written by a Fund would be considered illiquid to the
extent described under "COMMON INVESTMENT POLICIES AND TECHNIQUES--Illiquid
Securities." Writing put options serves as a limited long hedge because
increases in the value of the hedged investment would be offset to the extent
of the premium received for writing the option. However, if the security
depreciates to a price lower than the exercise price of the put option, it can
be expected that the put option will be exercised and the Fund will be
obligated to purchase the security at more than its market value.

The value of an option position will reflect, among other things, the
historical price volatility of the underlying investment, the current market
value of the underlying investment, the time remaining until expiration, the
relationship of the exercise price to the market price of the underlying
investment, and general market conditions. Options that expire unexercised
have no value.

A Fund may effectively terminate its right or obligation under an
option by entering into a closing transaction. For example, a Fund may
terminate its obligation under a call or put option that it had written by
purchasing an identical call or put option; this is known as a closing purchase
transaction. Conversely, a Fund may terminate a position in a put or call
option it had purchased by writing an identical put or call option; this is
known as a closing sale transaction. Closing transactions permit the Funds to
realize the profit or limit the loss on an option position prior to its
exercise or expiration.

The Funds may purchase or write both exchange-traded and OTC options.
Exchange-traded options are issued by a clearing organization affiliated with
the exchange on which the option is listed that, in effect, guarantees
completion of every exchange-traded option transaction. OTC options are
contracts between a Fund and the other party to the transaction ("counter
party") (usually a securities dealer or a bank) with no clearing organization
guarantee. Thus, when a Fund purchases or writes an OTC option, it relies on
the counter party to make or take delivery of the underlying investment upon
exercise of the option. Failure by the counter party to do so would result in
the loss of any premium paid by the Fund as well as the loss of any expected
benefit of the transaction.

The Funds' ability to establish and close out positions in
exchange-listed options depends on the existence of a liquid market. The Funds
intend to purchase or write only those exchange-traded options for which there
appears to be a liquid secondary market. However, there can be no assurance
that such a market will exist at any particular time. Closing transactions can
be made for OTC options only by negotiating directly with the counter party, or
by a transaction in the secondary market if any such market exists. Although
the Funds will enter into OTC options only with counter parties that are
expected to be capable of entering into closing transactions with the Funds,
there is no assurance that the Funds will in fact be able to close out an OTC
option at a favorable price prior to expiration. In the event of insolvency of
the counter party, a Fund might be unable to close out an OTC option position
at any time prior to its expiration.

If a Fund were unable to effect a closing transaction for an option it
had purchased, it would have to exercise the option to realize any profit. The
inability to enter into a closing purchase transaction for a covered call
option written by a Fund could cause material losses because the Fund would be
unable to sell the investment used as a cover for the written option until the
option expires or is exercised.

The writing and purchasing of options is a highly specialized activity
that involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions. Imperfect correlation between
the options and securities markets may detract the effectiveness of attempted
hedging.

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<PAGE> 50

SPREAD TRANSACTIONS. Each Fund may purchase from securities dealers
covered spread options. Such covered spread options are not presently
exchange-listed or exchange-traded. The purchase of a spread option gives the
Fund the right to put, or sell, a security that it owns at a fixed dollar
spread or fixed yield spread in relationship to another security that the Fund
does not own, but which is used as a benchmark. The risk to the Fund in
purchasing covered spread options is the cost of the premium paid for the
spread option and any transaction costs. In addition, there is no assurance
that closing transactions will be available. The purchase of spread options
will be used to protect the Fund against adverse changes in prevailing credit
quality spreads, i.e., the yield spread between high quality and lower quality
securities. Such protection is only provided during the life of the spread
option.

FUTURES CONTRACTS. Each Fund may enter into futures contracts
(hereinafter referred to as "futures" or "futures contracts"), including
interest rate and index futures. Each Fund may also purchase put and call
options, and write covered put and call options, on futures in which it is
allowed to invest. The purchase of futures or call options thereon can serve
as a long hedge, and the sale of futures or the purchase of put options thereon
can serve as a short hedge. Writing covered call options on futures contracts
can serve as a limited short hedge, and writing covered put options on futures
contracts can serve as a limited long hedge, using a strategy similar to that
used for writing covered options in securities. The Funds' hedging may include
purchases of futures as an offset against the effect of expected increases in
securities prices and sales of futures as an offset against the effect of
expected declines in securities prices. The Funds' futures transactions may be
entered into for any lawful purpose such as hedging purposes, risk management,
or to enhance returns. The Funds may also write put options on futures
contracts while at the same time purchasing call options on the same futures
contracts in order to create synthetically a long futures contract position.
Such options would have the same strike prices and expiration dates. The Funds
will engage in this strategy only when the Advisor believes it is more
advantageous to the Funds than is purchasing the futures contract.

To the extent required by regulatory authorities, the Funds only enter
into futures contracts that are traded on national futures exchanges and are
standardized as to maturity date and underlying financial instrument. Futures
exchanges and trading are regulated under the CEA by the CFTC. Although
techniques other than sales and purchases of futures contracts could be used to
reduce a Fund's exposure to interest rate fluctuations, a Fund may be able to
hedge its exposure more effectively and perhaps at a lower cost through using
futures contracts.

An interest rate futures contract provides for the future sale by one
party and purchase by another party of a specified amount of a specific
financial instrument (debt security) for a specified price at a designated
date, time, and place. An index futures contract is an agreement pursuant to
which the parties agree to take or make delivery of an amount of cash equal to
the difference between the value of the index at the close of the last trading
day of the contract and the price at which the index futures contract was
originally written. Transactions costs are incurred when a futures contract is
bought or sold and margin deposits must be maintained. A futures contract may
be satisfied by delivery or purchase, as the case may be, of the instrument or
by payment of the change in the cash value of the index. More commonly,
futures contracts are closed out prior to delivery by entering into an
offsetting transaction in a matching futures contract. Although the value of
an index might be a function of the value of certain specified securities, no
physical delivery of those securities is made. If the offsetting purchase
price is less than the original sale price, a Fund realizes a gain; if it is
more, a Fund realizes a loss. Conversely, if the offsetting sale price is more
than the original purchase price, a Fund realizes a gain; if it is less, a Fund
realizes a loss. The transaction costs must also be included in these
calculations. There can be no assurance, however, that a Fund will be able to
enter into an offsetting transaction with respect to a particular futures
contract at a particular time. If a Fund is not able to enter into an
offsetting transaction, the Fund will continue to be required to maintain the
margin deposits on the futures contract.

No price is paid by a Fund upon entering into a futures contract.
Instead, at the inception of a futures contract, a Fund is required to deposit
in a segregated account with its custodian, in the name of the futures broker
through whom the transaction was effected, "initial margin" consisting of cash,
U.S. government securities or other liquid, high grade debt securities, in an
amount generally equal to 10% or less of the contract value. Margin must also
be deposited when writing a call or put option on a futures contract, in
accordance with applicable exchange rules. Unlike margin in securities
transactions, initial margin on futures contracts does not represent a
borrowing, but rather is in the nature of a performance bond or good-faith
deposit that is returned to the Fund at the termination of the transaction if
all contractual obligations have been satisfied. Under certain circumstances,
such as periods of high volatility, a Fund may be required by an exchange to
increase the level of its initial margin payment, and initial margin
requirements might be increased generally in the future by regulatory action.

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<PAGE> 51

Subsequent "variation margin" payments are made to and from the
futures broker daily as the value of the futures position varies, a process
known as "marking to market." Variation margin does not involve borrowing, but
rather represents a daily settlement of a Fund's obligations to or from a
futures broker. When a Fund purchases an option on a future, the premium paid
plus transaction costs is all that is at risk. In contrast, when a Fund
purchases or sells a futures contract or writes a call or put option thereon,
it is subject to daily variation margin calls that could be substantial in the
event of adverse price movements. If a Fund has insufficient cash to meet
daily variation margin requirements, it might need to sell securities at a time
when such sales are disadvantageous. Purchasers and sellers of futures
positions and options on futures can enter into offsetting closing transactions
by selling or purchasing, respectively, an instrument identical to the
instrument held or written. Positions in futures and options on futures may be
closed only on an exchange or board of trade that provides a secondary market.
The Funds intend to enter into futures transactions only on exchanges or boards
of trade where there appears to be a liquid secondary market. However, there
can be no assurance that such a market will exist for a particular contract at
a particular time.

Under certain circumstances, futures exchanges may establish daily
limits on the amount that the price of a future or option on a futures contract
can vary from the previous day's settlement price; once that limit is reached,
no trades may be made that day at a price beyond the limit. Daily price limits
do not limit potential losses because prices could move to the daily limit for
several consecutive days with little or no trading, thereby preventing
liquidation of unfavorable positions.

If a Fund were unable to liquidate a futures or option on a futures
contract position due to the absence of a liquid secondary market or the
imposition of price limits, it could incur substantial losses. The Fund would
continue to be subject to market risk with respect to the position. In
addition, except in the case of purchased options, the Fund would continue to
be required to make daily variation margin payments and might be required to
maintain the position being hedged by the future or option or to maintain cash
or securities in a segregated account.

Certain characteristics of the futures market might increase the risk
that movements in the prices of futures contracts or options on futures
contracts might not correlate perfectly with movements in the prices of the
investments being hedged. For example, all participants in the futures and
options on futures contracts markets are subject to daily variation margin
calls and might be compelled to liquidate futures or options on futures
contracts positions whose prices are moving unfavorably to avoid being subject
to further calls. These liquidations could increase price volatility of the
instruments and distort the normal price relationship between the futures or
options and the investments being hedged. Also, because initial margin deposit
requirements in the futures market are less onerous than margin requirements in
the securities markets, there might be increased participation by speculators
in the future markets. This participation also might cause temporary price
distortions. In addition, activities of large traders in both the futures and
securities markets involving arbitrage, "program trading" and other investment
strategies might result in temporary price distortions.

FOREIGN CURRENCY-RELATED DERIVATIVE STRATEGIES --SPECIAL CONSIDERATIONS

The Funds may use options and futures on foreign currencies and
forward currency contracts to hedge against movements in the values of the
foreign currencies in which the Funds' securities are denominated. The Funds
may utilize foreign currency-related derivative instruments for any lawful
purpose such as for bona fide hedging or to seek to enhance returns through
exposure to a particular foreign currency. Such currency hedges can protect
against price movements in a security the particular Fund owns or intends to
acquire that are attributable to changes in the value of the currency in which
it is denominated. Such hedges do not, however, protect against price
movements in the securities that are attributable to other causes.

The Funds might seek to hedge against changes in the value of a
particular currency when no hedging instruments on that currency are available
or such hedging instruments are more expensive than certain other hedging
instruments. In such cases, the Funds may hedge against price movements in
that currency by entering into transactions using hedging instruments on
another foreign currency or a basket of currencies, the values of which the
Advisor believes will have a high degree of positive correlation to the value
of the currency being hedged. The risk that movements in the price of the
hedging instrument will not correlate perfectly with movements in the price of
the currency being hedged is magnified when this strategy is used.

The value of derivative instruments on foreign currencies depends on
the value of the underlying currency relative to the U.S. dollar. Because
foreign currency transactions occurring in the interbank market might involve
substantially larger amounts than those involved in the use of such hedging
instruments, the Funds could be disadvantaged by having to deal in the odd lot

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<PAGE> 52

market (generally consisting of transactions of less than $1 million) for the
underlying foreign currencies at prices that are less favorable than for round
lots.

There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis.
Quotation information generally is representative of very large transactions in
the interbank market and thus might not reflect odd-lot transactions where
rates might be less favorable. The interbank market in foreign currencies is a
global, round-the-clock market. To the extent the U.S. options or futures
markets are closed while the markets for the underlying currencies remain open,
significant price and rate movements might take place in the underlying markets
that cannot be reflected in the markets for the derivative instruments until
they reopen.

Settlement of derivative transactions involving foreign currencies
might be required to take place within the country issuing the underlying
currency. Thus, the Funds might be required to accept or make delivery of the
underlying foreign currency in accordance with any U.S. or foreign regulations
regarding the maintenance of foreign banking arrangements by U.S. residents and
might be required to pay any fees, taxes and charges associated with such
delivery assessed in the issuing country.

Permissible foreign currency options will include options traded
primarily in the over-the-counter ("OTC") market. Although options on foreign
currencies are traded primarily in the OTC market, the Funds will normally
purchase OTC options on foreign currency only when the Advisor believes a
liquid secondary market will exist for a particular option at any specific
time.

FORWARD CURRENCY CONTRACTS

A forward currency contract involves an obligation to purchase or sell
a specific currency at a specified future date, which may be any fixed number
of days from the contract date agreed upon by the parties, at a price set at
the time the contract is entered into.

The Growth, International Stock, and Asia Pacific Funds may enter into
forward currency contracts to purchase or sell foreign currencies for a fixed
amount of U.S. dollars or another foreign currency for any lawful purpose.
Such transactions may serve as long hedges -- for example, the Funds may
purchase a forward currency contract to lock in the U.S. dollar price of a
security denominated in a foreign currency that the Funds intend to acquire.
Forward currency contracts may also serve as short hedges -- for example, the
Funds may sell a forward currency contract to lock in the U.S. dollar
equivalent of the proceeds from the anticipated sale of a security denominated
in a foreign currency.

The Funds may seek to hedge against changes in the value of a
particular currency by using forward contracts on another foreign currency or a
basket of currencies, the value of which the Advisor believes will have a
positive correlation to the values of the currency being hedged. In addition,
the Fund may use forward currency contracts to shift exposure to foreign
currency fluctuations from one country to another. For example, if the Fund
owns securities denominated in a foreign currency and the Advisor believes that
currency will decline relative to another currency, it might enter into a
forward contract to sell an appropriate amount of the first foreign currency,
with payment to be made in the second foreign currency. Transactions that use
two foreign currencies are sometimes referred to as "cross hedges." Use of
different foreign currency magnifies the risk that movements in the price of
the instrument will not correlate or will correlate unfavorably with the
foreign currency being hedged.

The cost to the Funds of engaging in forward currency contracts varies
with factors such as the currency involved, the length of the contract period
and the market conditions then prevailing. Because forward currency contracts
are usually entered into on a principal basis, no fees or commissions are
involved. When a Fund enters into a forward currency contract, it relies on
the contra party to make or take delivery of the underlying currency at the
maturity of the contract. Failure by the contra party to do so would result in
the loss of any expected benefit of the transaction.

As is the case with futures contracts, holders and writers of forward
currency contracts can enter into offsetting closing transactions, similar to
closing transactions on futures, by selling or purchasing, respectively, an
instrument identical to the instrument held or written. Secondary markets
generally do not exist for forward currency contracts, with the result that
closing transactions generally can be made for forward currency contracts only
by negotiating directly with the contra party. Thus, there can be no assurance
that the Funds will in fact be able to close out a forward currency contract at
a favorable price prior to maturity. In addition, in the event of insolvency
of the contra party, the Funds might be unable to close out a forward currency

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<PAGE> 53

contract at any time prior to maturity. In either event, the Funds would
continue to be subject to market risk with respect to the position, and would
continue to be required to maintain a position in securities denominated in the
foreign currency or to maintain cash or securities in a segregated account.

The precise matching of forward currency contract amounts and the
value of the securities involved generally will not be possible because the
value of such securities, measured in the foreign currency, will change after
the foreign currency contract has been established. Thus, the Funds might need
to purchase or sell foreign currencies in the spot (cash) market to the extent
such foreign currencies are not covered by forward contracts. The projection
of short-term currency market movements is extremely difficult, and the
successful execution of a short-term hedging strategy is highly uncertain.

FOREIGN CURRENCY TRANSACTIONS

Although the International Stock and Asia Pacific Funds value their
respective assets daily in U.S. dollars, neither is required to convert its
holdings of foreign currencies to U.S. dollars on a daily basis. The Funds'
foreign currencies generally will be held as "foreign currency call accounts"
at foreign branches of foreign or domestic banks. These accounts bear interest
at negotiated rates and are payable upon relatively short demand periods. If a
bank became insolvent, the Funds could suffer a loss of some or all of the
amounts deposited. The Funds may convert foreign currency to U.S. dollars from
time to time. Although foreign exchange dealers generally do not charge a
stated commission or fee for conversion, the prices posted generally include a
"spread," which is the difference between the prices at which the dealers are
buying and selling foreign currencies.

WHEN-ISSUED SECURITIES

Each Fund may from time to time purchase securities on a "when-issued"
basis. The price of debt securities purchased on a when-issued basis, which
may be expressed in yield terms, is fixed at the time the commitment to
purchase is made, but delivery and payment for the securities take place at a
later date. Normally, the settlement date occurs within one month of the
purchase. During the period between the purchase and settlement, no payment is
made by a Fund to the issuer and no interest on debt securities accrues to the
Fund. Forward commitments involve a risk of loss if the value of the security
to be purchased declines prior to the settlement date, which risk is in
addition to the risk of decline in value of the Fund's other assets. While
when-issued securities may be sold prior to the settlement date, the Funds
intend to purchase such securities with the purpose of actually acquiring them
unless a sale appears desirable for investment reasons. At the time a Fund
makes the commitment to purchase a security on a when-issued basis, it will
record the transaction and reflect the value of the security in determining its
net asset value. The Funds do not believe that its net asset value or income
will be adversely affected by its purchases of securities on a when-issued
basis.

The Funds will maintain cash and marketable securities equal in value
to commitments for when-issued securities. Such segregated securities either
will mature or, if necessary, be sold on or before the settlement date. When
the time comes to pay for when-issued securities, a Fund will meet its
obligations from then-available cash flow, sale of the securities held in the
separate account, described above, sale of other securities or, although it
would not normally expect to do so, from the sale of the when-issued securities
themselves (which may have a market value greater or less than the Fund's
payment obligation).

FOREIGN INVESTMENT COMPANIES

Under the 1940 Act, a Fund may invest up to 10% of its assets in
shares of investment companies and up to 5% of its assets in any one investment
company as long as the investment does not represent more than 3% of the voting
stock of the acquired investment company.

REPURCHASE AGREEMENTS

Each Fund may enter into repurchase agreements with certain banks or
non-bank dealers. In a repurchase agreement, a Fund buys a security at one
price, and at the time of sale, the seller agrees to repurchase the obligation
at a mutually agreed upon time and price (usually within seven days). The
repurchase agreement, thereby, determines the yield during the purchaser's
holding period, while the seller's obligation to repurchase is secured by the
value of the underlying security. The Advisor will monitor, on an ongoing
basis, the value of the underlying securities to ensure that the value always
equals or exceeds the repurchase price plus accrued interest. Repurchase
agreements could involve certain risks in the event of a default or insolvency
of

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<PAGE> 54

the other party to the agreement, including possible delays or restrictions
upon a Fund's ability to dispose of the underlying securities. Although no
definitive creditworthiness criteria are used, the Advisor reviews the
creditworthiness of the banks and non-bank dealers with which the Funds enter
into repurchase agreements to evaluate those risks.

BORROWINGS

The Funds may borrow money from banks, limited by each Fund's
fundamental investment restriction to 33 1/3% of its total assets, and may
engage in mortgage dollar roll transactions and reverse repurchase agreements
which may be considered a form of borrowing. (See "Mortgage Dollar Rolls and
Reverse Repurchase Agreements" below.) In addition, each Fund may borrow up to
an additional 5% of its total assets from banks for temporary or emergency
purposes. A Fund will not purchase securities when bank borrowings exceed 5%
of the Fund's total assets.

MORTGAGE DOLLAR ROLLS AND REVERSE REPURCHASE AGREEMENTS

The Funds may engage in reverse repurchase agreements to facilitate
portfolio liquidity, a practice common in the mutual fund industry, or for
arbitrage transactions discussed below. In a reverse repurchase agreement, a
Fund would sell a security and enter into an agreement to repurchase the
security at a specified future date and price. The Fund generally retains the
right to interest and principal payments on the security. Since the Fund
receives cash upon entering into a reverse repurchase agreement, it may be
considered a borrowing. (See "Borrowings" above.) When required by guidelines
of the SEC, a Fund will set aside permissible liquid assets in a segregated
account to secure its obligations to repurchase the security.

Each Fund may also enter into mortgage dollar rolls, in which the Fund
would sell mortgage-backed securities for delivery in the current month and
simultaneously contract to purchase substantially similar securities on a
specified future date. While a Fund would forego principal and interest paid
on the mortgage-backed securities during the roll period, the Fund would be
compensated by the difference between the current sales price and the lower
price for the future purchase as well as by any interest earned on the proceeds
of the initial sale. The Fund also could be compensated through the receipt of
fee income equivalent to a lower forward price. At the time that the Fund
would enter into a mortgage dollar roll, it would set aside permissible liquid
assets in a segregated account to secure its obligation for the forward
commitment to buy mortgage-backed securities. Mortgage dollar roll
transactions may be considered a borrowing by the Funds. (See "Borrowings"
above.)

The mortgage dollar rolls and reverse repurchase agreements entered
into by the Funds may be used as arbitrage transactions in which a Fund will
maintain an offsetting position in investment grade securities or repurchase
agreements that mature on or before the settlement date on the related mortgage
dollar roll or reverse repurchase agreements. Since a Fund will receive
interest on the securities or repurchase agreements in which it invests the
transaction proceeds, such transactions may involve leverage. However, since
such securities or repurchase agreements will be high quality and will mature
on or before the settlement date of the mortgage dollar roll or reverse
repurchase agreement, the Advisor believes that such arbitrage transactions do
not present the risks to the Funds that are associated with other types of
leverage.

DIRECTORS AND OFFICERS OF THE FUNDS

Directors and officers of the Funds, together with information as to
their principal business occupations during the last five years, and other
information are shown below. Each director who is deemed an "interested
person," as defined in the Investment Company Act of 1940, is indicated by an
asterisk. Each officer and director holds the same position with the following
registered investment companies: Strong Asset Allocation Fund, Inc., Strong
Total Return Fund, Inc., Strong Short-Term Bond Fund, Inc., Strong Corporate
Bond Fund, Inc., Strong Government Securities Fund, Inc., Strong Advantage
Fund, Inc., Strong Money Market Fund, Inc., Strong U.S. Treasury Money Fund,
Inc., Strong Municipal Money Market Fund, Inc., Strong Municipal Bond Fund,
Inc., Strong Short-Term Municipal Bond Fund, Inc., Strong Insured
Municipal Bond Fund, Inc., Strong Discovery Fund II, Strong Special Fund II,
Strong American Utilities Fund, Inc., Strong High-Yield Municipal Bond Fund,
Inc., Strong Short-Term Global Bond Fund, Inc. and Strong International Bond
Fund, Inc. (collectively, the "Strong Funds").

*Richard S. Strong, Chairman of the Board and Director of the Funds.

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<PAGE> 55

Prior to August 1985, Mr. Strong was Chief Executive Officer of the
Advisor, which he founded in 1974. Since August 1985, Mr. Strong has been a
Security Analyst and Portfolio Manager of the Advisor. In October 1991, Mr.
Strong also became the Chairman of the Advisor. Mr. Strong is a director of
the Advisor. Since October 1993, Mr. Strong has been Chairman and a director
of Strong Holdings, Inc., a Wisconsin corporation and subsidiary of the Advisor
("Holdings"), and the Fund's underwriter, Strong Funds Distributors, Inc., a
Wisconsin corporation and subsidiary of Holdings ("Distributor"). Since
January 1994, Mr. Strong has been Chairman and a director of Heritage Reserve
Development Corporation, a Wisconsin corporation and subsidiary of Holdings
("Heritage"); and since February 1994, Mr. Strong has been a member of the
Managing Boards of Fussville Real Estate Holdings L.L.C. ("Real Estate
Holdings"), a Wisconsin Limited Liability Company and subsidiary of the
Advisor, and Fussville Development L.L.C. ("Development") a Wisconsin Limited
Liability Company and subsidiary of the Advisor, and certain of its
subsidiaries. Mr. Strong has served as a director and Chairman of the Board of
the Opportunity Fund since commencement of operations in December 1985; as a
director of the Growth Fund and Asia Pacific Fund since incorporation in
December 1990 and as Chairman of the Board since October 1993; as a director
and Chairman of the Board of the Common Stock Fund since incorporation in 1989;
as a director and Chairman of the Board of the Discovery Fund since
incorporation in 1987; and as a director of the International Stock Fund since
its incorporation in December 1990 and Chairman of the Board since January
1992.

Marvin E. Nevins, Director of the Funds.

Private Investor. From 1945 to 1980, Mr. Nevins was Chairman of
Wisconsin Centrifugal Inc., a foundry. From July 1983 to December 1986, he was
Chairman of General Casting Corp., Waukesha, Wisconsin, a foundry. Mr. Nevins
is a former Chairman of the Wisconsin Association of Manufacturers & Commerce.
He was also a regent of the Milwaukee School of Engineering and a member of the
Board of Trustees of the Medical College of Wisconsin. Mr. Nevins has served
as a director of the (i) Opportunity Fund since commencement of operations in
December 1985; (ii) Growth Fund, International Stock Fund and Asia Pacific Fund
since incorporation in December 1990; (iii) Common Stock Fund since
incorporation in 1989; and (iv) Discovery Fund since incorporation in 1987.

Willie D. Davis, Director of the Funds.

Mr. Davis has been director of Alliance Bank since 1980, Sara Lee
Corporation (a food/consumer products company) since 1983, Kmart Corporation (a
discount consumer products company) since 1985, YMCA Metropolitan - Los Angeles
since 1985, Dow Chemical Company since 1988, MGM Grand, Inc. (an
entertainment/hotel company) since 1990, WICOR, Inc. (a utility company) since
1990, Johnson Controls, Inc. (an industrial company) since 1992, L.A. Gear (a
footwear/sportswear company) since 1992, and Rally's Hamburger, Inc. since
1994. Mr. Davis has been a trustee of the University of Chicago since 1980,
Marquette University since 1988, and Occidental College since 1990. Since
1977, Mr. Davis has been President and Chief Executive Officer of All Pro
Broadcasting, Inc. Mr. Davis was a director of the Fireman's Fund (an
insurance company) from 1975 until 1990. Mr. Davis has served as a director of
the Funds since July 1994.

*John Dragisic, Vice Chairman and Director of the Funds.

Mr. Dragisic has been Vice Chairman and a director of the Advisor and
a director of Holdings and Distributor since 1994. Mr. Dragisic previously
served as a director of Funds between 1991 and 1994. Mr. Dragisic was the
President and Chief Executive Officer of Grunau Company, Inc. (a mechanical
contracting and engineering firm), Milwaukee, Wisconsin from 1987 until July
1994. From 1981 to 1987, he was an Executive Vice President with Grunau
Company, Inc. From 1969 until 1973, Mr. Dragisic worked for the InterAmerican
Development Bank. Mr. Dragisic received his Ph.D. in Economics in 1971 from
the University of Wisconsin - Madison and his B.A. degree in Economics in 1962
from Lake Forest College. Mr. Dragisic has served as Vice Chairman of the
Funds since July 1994 and director of the Funds since April 1995.

Stanley Kritzik, Director of the Funds.

Mr. Kritzik has been a Partner of Metropolitan Associates since _____
and a Director of Aurora Health Care and Health Network Ventures, Inc. since
____. He has served as a Director of the Funds since April 1995.

William F. Vogt, Director of the Funds.

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<PAGE> 56

Mr. Vogt has been the President of Vogt Management Consulting, Inc.
(need description of Co.), Denver, Colorado since 1990. From 1982 until 1990,
he served as an executive director of University Physicians (need description),
Denver, Colorado. Mr. Vogt was also a Fellow of the Medical Group Management
Association, American College of Medical Practice Executives. He has served as
a director of the Funds since April 1995.

Lawrence A. Totsky, C.P.A., Vice President of the Funds.

Mr. Totsky has been Senior Vice President of the Advisor since
September 1994. Mr. Totsky served as Vice President of the Advisor from
December 1992 to September 1994. Mr. Totsky acted as the Advisor's Manager of
Shareholder Accounting and Compliance from June 1987 to June 1991 when he was
named Director of Mutual Fund Administration. Mr. Totsky has been the Vice
President of the Opportunity Fund, Common Stock Fund and International Stock
Fund since May 1993; the Growth Fund and Asia Pacific Fund since October 1993;
and the Discovery Fund since April 1993.

Ann E. Oglanian, Secretary of the Funds.

Ms. Oglanian has been an Associate Counsel to the Advisor since
January 1992. Ms. Oglanian acted as Associate Counsel for the Chicago-based
investment management firm, Kemper Financial Services, Inc., from June 1988
until December 1991. Ms. Oglanian has been the Secretary of the Funds since
May 1994.

Thomas P. Lemke, Vice President of the Funds.

Mr. Lemke has been Senior Vice President, Secretary, and General
Counsel of the Advisor since September 1994. For two years prior to joining
the Advisor, Mr. Lemke acted as Resident Counsel for Funds Management at J.P.
Morgan & Co., Inc. From February 1989 until April 1992, Mr. Lemke acted as
Associate General Counsel to Sanford C. Bernstein Co., Inc. For two years
prior to that, Mr. Lemke was Of Counsel at the Washington, D.C. law firm of Tew
Jorden & Schulte, a successor of Finley, Kumble Wagner. From August 1979 until
December 1986, Mr. Lemke worked at the Securities and Exchange Commission, most
notably as the Chief Counsel to the Division of Investment Management (November
1984 - December 1986), and as Special Counsel to the Office of Insurance
Products, Division of Investment Management (April 1982 - October 1984). Mr.
Lemke has been a Vice President of the Funds since October 1994.

Thomas M. Zoeller, Treasurer of the Funds.

Mr. Zoeller has been the Treasurer of the Advisor since October 1991,
Treasurer of Holdings and Treasurer and Secretary of Distributor since October
1993, Treasurer of Heritage since January 1994, and Treasurer of Real Estate
Holdings and Development since February 1994. Mr. Zoeller was the Controller
for the Advisor from August 1991 until October 1991. From August 1989 until
August 1991, he was the Assistant Controller for the Advisor. Prior to joining
the Advisor in 1989, Mr. Zoeller was a Certified Public Accountant in the audit
department of Arthur Andersen & Co., Milwaukee, Wisconsin. Mr. Zoeller is a
1986 graduate of Florida State University. Mr. Zoeller has been the Treasurer
of the Opportunity Fund, Common Stock Fund and Discovery Fund since November
1991, the International Stock Fund since January 1992, and the Growth Fund and
Asia Pacific Fund since October 1993.

Except for Messrs. Nevins, Davis, Kritzik and Vogt, the address of all
of the above persons is P.O. Box 2936, Milwaukee, Wisconsin 53201. Mr. Nevins'
address is 6075 Pelican Bay Boulevard, Naples, Florida 33963. Mr. Davis'
address is 161 North La Brea, Inglewood, California 90301. Mr. Kritzik's
address is 1123 North Astor Street, P.O. Box 92547, Milwaukee, Wisconsin
53202-0547. Mr. Vogt's address is 3003 East Third Avenue, Denver, Colorado
80206.

As of January 31, 1995, the officers and directors of the Opportunity,
Growth, Common Stock, International Stock, and Asia Pacific Funds in the
aggregate beneficially owned less than 1% of each Fund's then outstanding
shares. As of January 31, 1995, the officers and directors of the Discovery
Fund in the aggregate beneficially owned 401,838 shares of the Fund's common
stock, which was approximately 1.60% of the Fund's then outstanding shares.
Directors and officers of the Funds who are officers, directors, employees, or
shareholders of the Advisor do not receive any remuneration from the Funds for
serving as directors or officers.

PRINCIPAL SHAREHOLDERS

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<PAGE> 57

As of January 31, 1995, the following persons owned of record or are
known by the Funds to own of record or beneficially, more than 5% of the listed
Fund's outstanding shares:

<TABLE>
<CAPTION>
NAME AND ADDRESS FUND/SHARES PERCENT OF CLASS
---------------- ----------- ----------------
<S> <C> <C>
Charles Schwab & Co., Inc. Opportunity/6,628,688 21.54%
101 Montgomery Street Growth/2,377,268 17.95
San Francisco, California 94104 Common Stock/5,270,465 11.26
Discovery/4,419,450 17.62
International Stock/3,125,566 16.15
Asia Pacific/331,643 5.50
</TABLE>

INVESTMENT ADVISOR AND DISTRIBUTOR

The Advisor to the Funds is Strong Capital Management, Inc. Mr.
Richard S. Strong controls the Advisor. Mr. Strong is the Chairman and a
director of the Advisor, Mr. Dragisic is the Vice Chairman and a director of
the Advisor, Mr. Totsky is a Senior Vice President of the Advisor, Mr. Lemke is
a Senior Vice President, Secretary and General Counsel of the Advisor, Ms.
Oglanian is an Associate Counsel of the Advisor and Mr. Zoeller is the
Treasurer of the Advisor. A brief description of each Fund's investment
advisory agreement ("Advisory Agreement") is set forth in the Prospectus under
"About the Funds - Management."

Each Fund's Advisory Agreement, dated April 13, 1995, was last
approved by shareholders at the annual meeting of shareholders held on April
13, 1995. The Advisory Agreement is required to be approved annually by either
the Board of Directors of the Fund or by vote of a majority of the Fund's
outstanding voting securities (as defined in the Investment Company Act of 1940
(the "Investment Company Act"). In either case, each annual renewal must be
approved by the vote of a majority of the Fund's directors who are not parties
to the Advisory Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval. Each
Advisory Agreement is terminable, without penalty, on 60 days' written notice
by the Board of Directors of the Fund, by vote of a majority of the Fund's
outstanding voting securities, or by the Advisor, and will terminate
automatically in the event of its assignment.

Under the terms of each Advisory Agreement, the Advisor manages the
Fund's investments subject to the supervision of the Fund's Board of Directors.
The Advisor is responsible for investment decisions and supplies investment
research and portfolio management. At its expense, the Advisor provides office
space and all necessary office facilities, equipment and personnel for
servicing the investments of the Fund. The Advisor places all orders for the
purchase and sale of the Fund's portfolio securities at the Fund's expense.

Except for expenses assumed by the Advisor as set forth above or by
the Distributor as described below with respect to the distribution of a Fund's
shares, a Fund is responsible for all its other expenses, including, without
limitation, interest charges, taxes, brokerage commissions, and similar
expenses; expenses of issue, sale, repurchase, or redemption of shares;
expenses of registering or qualifying shares for sale; expenses for printing
and distribution costs of prospectuses and quarterly financial statements
mailed to existing shareholders; and charges of custodians, transfer agents
(including the printing and mailing of reports and notices to shareholders),
registrars, auditing and legal services, clerical services related to
recordkeeping and shareholder relations, printing stock certificates; and fees
for directors who are not "interested persons" of the Advisor.

As compensation for its services, each Fund pays to the Advisor a
monthly advisory fee at the annual rate of 1.00% of the average daily net asset
value of the Fund. (See "Shareholder Manual - Determining Your Share Price" in
the Prospectus.) From time to time, the Advisor may voluntarily waive all or a
portion of its management fee for a Fund.

The following table sets forth certain information concerning advisory fees for
each Fund:

Advisory Fee

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<PAGE> 58

<TABLE>
<CAPTION>
Incurred Advisory Fee Advisory Fee
by Fund Waiver Paid by Fund
------- ------ ------------
<S> <C> <C> <C>
Opportunity Fund
1992 $ $ $1,649,218
1993 $ $ $3,269,375
1994 $ $ $

Growth Fund(1)
1994 $ $ $

Common Stock Fund
1992 $ $ $ 954,784
1993 $ $ $5,801,331
1994 $ $ $

Discovery Fund
1992 $ $ $1,673,425
1993 $ $ $2,236,540
1994 $ $ $

International Stock Fund
1992 $ $ $ 76,667
1993 $ $ $ 442,908
1994 $ $ $

Asia Pacific Fund(1)
1994 $ $ $
- ---------------------------------------------------------
</TABLE>

(1) Commenced operations on December 31, 1993.

The organizational expenses of the Growth Fund, International Stock
Fund, and Asia Pacific Fund which were approximately $34,900, $_________, and
$34,800, respectively, were advanced by the Advisor and will be reimbursed by
each Fund over a period of not more than 60 months from each Fund's date of
inception.

Each Advisory Agreement requires the Advisor to reimburse a Fund in
the event that the expenses and charges payable by the Fund in any fiscal year,
including the advisory fee but excluding taxes, interest, brokerage
commissions, and similar fees, exceed the percentage of the average net asset
value of the Fund for such year. Such excess is determined by valuations made
as of the close of each business day of the year, which is the most restrictive
percentage provided by the laws of the various states in which the Fund's
common stock is qualified for sale; or if the states in which the Fund's common
stock is qualified for sale impose no restrictions, the Advisor shall reimburse
the Fund in the event the expenses and charges payable by the Fund in any
fiscal year (as described above) exceed 2%. The most restrictive percentage
limitation currently applicable to a Fund is 2.5% of its average daily net
assets up to $30,000,000, 2% on the next $70,000,000 of its average daily net
assets and 1.5% of its average daily net assets in excess of $100,000,000.
Reimbursement of expenses in excess of the applicable limitation will be made
on a monthly basis and will be paid to the Fund by reduction of the Advisor's
fee, subject to later adjustment, month by month, for the remainder of the
Fund's fiscal year. The Advisor may from time to time voluntarily absorb
expenses for a Fund in addition to the reimbursement of expenses in excess of
application limitations.

On July 12, 1994, the Securities and Exchange Commission (the SEC)
filed an administrative action (Order) against SCM, Mr. Strong, and another
employee of SCM in connection with conduct that occurred between 1987 and early
1990. In re Strong/Corneliuson Capital Management, Inc., et al. Admin. Proc.
File No. 3-8411. The proceeding was settled by consent without admitting or
denying the allegations in the Order. The Order alleged that SCM and Mr. Strong
aided and abetted violations of Section 17(a) of the 1940 Act by effecting
trades between mutual funds, and between mutual funds and Harbour Investments
Ltd. (Harbour), without complying with the exemptive provisions of SEC Rule
17a-7 or otherwise obtaining an exemption. It further alleged that SCM
violated, and Mr. Strong aided and abetted violations of, the disclosure
provisions of the

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<PAGE> 59

1940 Act and the Investment Advisers Act of 1940 by misrepresenting SCM's
policy on personal trading and by failing to disclose trading by Harbour, an
entity in which principals of SCM owned between 18 and 25 percent of the voting
stock. As part of the settlement, the respondents agreed to a censure and a
cease and desist order and SCM agreed to various undertakings, including
adoption of certain procedures and a limitation for six months on accepting
certain types of new advisory clients.

Under a Distribution Agreement dated December 1, 1993 with the
Opportunity, Common Stock, Discovery, and International Stock Funds, and a
Distribution Agreement dated December 20, 1993 with the Growth and Asia Pacific
Funds (collectively, the "Distribution Agreements"), Strong Funds Distributors,
Inc. (the "Distributor"), a subsidiary of the Advisor, acts as underwriter of
each Fund's shares. Each Distribution Agreement provides that the Distributor
will use its best efforts to distribute the Fund's shares. Since the Funds are
"no-load" funds, no sales commissions are charged on the purchase of Fund
shares. Each Distribution Agreement further provides that the Distributor will
bear the additional costs of printing prospectuses and shareholder reports
which are used for selling purposes, as well as advertising and any other costs
attributable to the distribution of a Fund's shares. The Distributor is an
indirect subsidiary of the Advisor and controlled by the Advisor and Richard S.
Strong. Prior to December 1, 1993, the Advisor acted as underwriter for each
Fund. On December 1, 1993, the Distributor succeeded to the broker-dealer
registration of the Advisor and, in connection therewith, a Distribution
Agreement was executed on substantially identical terms as the former
distribution agreement with the Advisor as distributor. The Distribution
Agreement is subject to the same termination and renewal provisions as are
described above with respect to the Advisory Agreements.

From time to time, the Distributor may hold in-house sales incentive
programs for its associated persons under which these persons may receive
non-cash compensation awards in connection with the sale and distribution of a
Fund's shares. These awards may include items such as, but not limited to,
gifts, merchandise, gift certificates, and payment of travel expenses, meals
and lodging. As required by the National Association of Securities Dealers,
Inc. or NASD's proposed rule amendments in this area, any in-house sales
incentive program will be multi-product oriented, i.e., any incentive will be
based on an associated person's gross production of all securities within a
product type and will not be based on the sales of shares of any specifically
designated mutual fund.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Advisor is responsible for decisions to buy and sell securities
for the Funds and for the placement of the Funds' investment business and the
negotiation of the commissions to be paid on such transactions. It is the
policy of the Advisor to seek the best execution at the best security price
available with respect to each transaction, in light of the overall quality of
brokerage and research services provided to the Advisor or the Funds. In
over-the-counter transactions, orders are placed directly with a principal
market maker unless it is believed that a better price and execution can be
obtained using a broker. The best price to the Funds means the best net price
without regard to the mix between purchase or sale price and commissions, if
any. In selecting broker-dealers and in negotiating commissions, the Advisor
considers the firm's reliability, the quality of its execution services on a
continuing basis, and its financial condition. Brokerage will not be allocated
based on the sale of any shares of the Strong Funds.

Section 28(e) of the Securities Exchange Act of 1934 ("Section 28(e)")
permits an investment advisor, under certain circumstances, to cause an account
to pay a broker or dealer who supplies brokerage and research services a
commission for effecting a transaction in excess of the amount of commission
another broker or dealer would have charged for effecting the transaction.
Brokerage and research services include (a) furnishing advice as to the value
of securities, the advisability of investing in, purchasing or selling
securities, and the availability of securities or purchasers or sellers of
securities; (b) furnishing analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy, and the
performance of accounts; and (c) effecting securities transactions and
performing functions incidental thereto (such as clearance, settlement, and
custody).

In carrying out the provisions of the Advisory Agreements, the Advisor
may cause the Funds to pay a broker which provides brokerage and research
services to the Advisor a commission for effecting a securities transaction in
excess of the amount another broker would have charged for effecting the
transaction. The Advisor is of the opinion that the continued receipt of
supplemental investment research services from broker-dealers is essential to
its provision of high quality portfolio management services to the Funds. The
Advisory Agreements provide that such higher commissions will not be paid by a
Fund unless (a) the Advisor determines in good faith that the amount is
reasonable in relation to the services in terms of the particular transaction
or in terms of the Advisor's overall responsibilities with respect to the
accounts as to which it exercises investment discretion; (b) such payment is
made in compliance with the provisions of Section 28(e), other applicable state
and federal laws, and the Advisory

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<PAGE> 60

Agreement; and (c) in the opinion of the Advisor, the total commissions paid by
a Fund will be reasonable in relation to the benefits to the Fund over the long
term. The investment advisory fees paid by the Funds under the Advisory
Agreements are not reduced as a result of the Advisor's receipt of research
services.

The Opportunity Fund paid brokerage commissions during 1992, 1993, and
1994 of $720,645, $1,347,205, and $________, respectively. The Growth Fund
paid brokerage commissions during 1994 of $__________. The Common Stock Fund
paid brokerage commissions during 1992, 1993, and 1994 of $849,482, $2,120,239,
and $__________, respectively. The Discovery Fund paid brokerage commissions
during 1992, 1993, and 1994 of $4,309,924, $3,901,000, and $__________,
respectively. The International Stock Fund paid brokerage commissions during
1992, 1993, and 1994 of $62,044, $591,503, and $_________, respectively. The
Asia Pacific Fund paid brokerage commissions during 1994 of $__________.

Generally, research services provided consist of portfolio pricing and
capital changes services and reports, research reports dealing with
macroeconomic trends and monetary and fiscal policy, research reports on
individual companies and industries, and information dealing with market trends
and technical analysis. Such brokers may pay for all or a portion of computer
hardware and software costs relating to the pricing of securities. Where the
Advisor itself receives both administrative benefits and research and brokerage
services from the services provided by brokers, it makes a good faith
allocation between the administrative benefits and the research and brokerage
services. The Advisor's receipt of these administrative benefits arises from
its ability, in certain cases, to direct brokerage to certain firms in
connection with its management of client portfolios. In making good faith
allocations between administrative benefits and research and brokerage
services, a conflict of interest may exist by reason of the Advisor's
allocation of the costs of such benefits and services between those that
primarily benefit the Advisor and those that primarily benefit its clients,
such as the Funds.

With respect to the International Stock and Asia Pacific Funds, the
Advisor is responsible for selecting brokers in connection with foreign
securities transactions. The fixed commissions paid in connection with most
foreign stock transactions are usually higher than negotiated commissions on
U.S. stock transactions. Foreign stock exchanges and brokers are subject to
less government supervision and regulation as compared with the U.S. exchanges
and brokers. In addition, foreign security settlements may in some instances
be subject to delays and related administrative uncertainties.

The Advisor places portfolio transactions for other advisory accounts,
including other mutual funds managed by the Advisor. Research services
furnished by firms through which the Funds effect their securities transactions
may be used by the Advisor in servicing all of its accounts; not all of such
services may be used by the Advisor in connection with the Funds. In the
opinion of the Advisor, it is not possible to measure separately the benefits
from research services to each of the accounts (including the Funds) managed by
the Advisor. Because the volume and nature of the trading activities of the
accounts are not uniform, the amount of commissions in excess of those charged
by another broker paid by each account for brokerage and research services will
vary. However, in the opinion of the Advisor, such costs to the Funds will not
be disproportionate to the benefits received by the Funds on a continuing
basis.

The Advisor seeks to allocate portfolio transactions equitably
whenever concurrent decisions are made to purchase or sell securities by the
Funds and another advisory account. In some cases, this procedure could have an
adverse effect on the price or the amount of securities available to the Funds.
In making such allocations between a Fund and other advisory accounts, the main
factors considered by the Advisor are the respective investment objectives, the
relative size of portfolio holdings of the same or comparable securities, the
availability of cash for investment, the size of investment commitments
generally held, and the opinions of the persons responsible for recommending
the investment.

The Opportunity, Growth, Common Stock, and Discovery Funds have each
entered into agreements with the Advisor and each of Salomon and PaineWebber
(collectively, the "Brokers"), in which the Brokers have agreed to pay directly
to vendors certain investment management and other related expenses incurred
and otherwise payable by the Funds ("Expense Agreements"). In accordance with
the Expense Agreements, the Advisor directs the delivery to the Brokers of
invoices determined by the Funds to be appropriate for payment by the Brokers.
The Brokers pay the invoices with the proceeds of certain commissions received
from the Funds. The Expense Agreements provide that a percentage of
commissions received from the Funds for completed agency transactions in
certain securities for the Funds, designated by the Advisor as directed
commissions subject to the Expense Agreements, shall be used by the Brokers to
pay the invoices. Investment management and other related expenses include
those payable by the Funds, as described under "Investment Advisor and
Distributor" in this Statement of Additional Information.

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<PAGE> 61

As of December 31, 1994, the [List Funds] has acquired securities of
its regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act) or
their parents in the following amounts:

<TABLE>
<S> <C>
Regular Broker or Dealer or Parent Issuer Value of Securities Owned as of December 31, 1994*
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*To the nearest thousandth.

CUSTODIAN

Firstar Trust Company serves as custodian of the assets of the
Opportunity, Growth, Common Stock, and Discovery Funds, while Brown Brothers
Harriman & Co. serves as custodian of the assets of the International Stock and
Asia Pacific Funds. As a result, both Firstar Trust Company and Brown Brothers
Harriman & Co. have custody of all securities and cash of the respective Funds,
deliver and receive payment for securities sold, receive and pay for securities
purchased, collect income from investments, and perform other duties, all as
directed by the officers of the respective Funds. In addition, both the
International Stock and Asia Pacific Funds, with the approval of the Board of
Directors of each Fund and subject to the rules of the SEC, will have
sub-custodians in those foreign countries in which their respective assets may
be invested. The custodian and, if applicable, the sub-custodian are in no way
responsible for any of the investment policies or decisions of the Funds.

TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT

The Advisor acts as transfer agent and dividend-disbursing agent for
the Funds. The Advisor is compensated based on an annual fee per open account
of $21.75 for the Opportunity, Common Stock, Discovery, and International Stock
Funds, and $31.50 for the Growth and Asia Pacific Funds, plus out-of-pocket
expenses, such as postage and printing expenses in connection with shareholder
communications. The Advisor also receives an annual fee per closed account of
$4.20 from each Fund. The fees received and the services provided as transfer
agent and dividend disbursing agent are in addition to those received and
provided by the Advisor under the Advisory Agreement. In addition, the Advisor
provides certain printing and mailing services for the Funds, such as printing
and mailing of shareholder account statements, checks, and tax forms.

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<PAGE> 62

The following table sets forth certain information concerning amounts
paid by the Funds for transfer agency and dividend disbursing and printing and
mailing services:

<TABLE>
<CAPTION>
Transfer Agency and Dividend Disbursement
Services Charges Incurred
----------------------------------------------------------------------------------------------------
Per Printing and Amounts Net Amount
Account Expense Mailing Waived By Paid By
Fund Charges Reimbursements Services Advisor Fund
-------- ------- -------------- -------- ------- -----
<S> <C> <C> <C> <C> <C>
Opportunity Fund
1992 $ 518,524 $ 108,267 $ 11,832 $ $
1993 818,157 177,231 20,947
1994 _______ _______ ______ ______ ______

Growth Fund
1994 _______ _______ ______ ______ ______
Common Stock Fund
1992 $ 177,467 $ 45,831 $ 5,507 $ $
1993 1,304,233 392,470 43,107
1994 _______ _______ ______ ______ ______
Discovery Fund
1992 $ 429,833 $ 101,455 $ 12,625 $ $
1993 591,796 139,185 16,937
1994 _______ _______ ______ ______ ______
International Stock
Fund
1992 $ 35,865 $ 23,461 $ 941 $ $
1993 134,884 44,319 5,731 $
1994 _______ _______ ______ ______ ______
Asia Pacific Fund
1994 $ _______ $ _______ $ ______ ______ ______

- ----------------------------------------------------------------------
</TABLE>

From time to time, the Funds, directly or indirectly through
arrangements with the Advisor, may pay amounts to third parties that provide
transfer agent and other administrative services relating to the Funds to
persons who beneficially own interests in the Funds, such as participants in
401k plans. These services may include, among other things, sub-accounting
services, answering inquiries relating to the Funds, transmitting, on behalf of
the Funds, proxy statements, annual reports, updated prospectuses, other
communications regarding the Funds, and related services as the Funds or
beneficial owners may reasonably request. In such cases, the Funds will not
pay fees at a rate that is greater than the rate the Funds are currently paying
the Advisor for providing these services to Fund shareholders.

TAXES

GENERAL

As indicated under "About the Funds - Distributions and Taxes" in the
Prospectus, each Fund intends to continue to qualify annually as a regulated
investment company ("RIC") under the Internal Revenue Code of 1986, as amended
(the "Code"). This qualification does not involve government supervision of
the Funds' management practices or policies.

In order to qualify for treatment as a RIC under the Code, each Fund
must distribute to its shareholders for each taxable year at least 90% of its
investment company taxable income (consisting generally of net investment
income and net short-term capital gain) and must meet several additional
requirements. Among these requirements are the following: (1) a Fund must
derive at least 90% of its gross income each taxable year from dividends,
interest, payments with respect to securities loans, and gains from the sale or
other disposition of securities or other income (including gains from options
or futures) derived with respect to its business of investing in securities
("Income Requirement"); (2) a Fund must derive less than 30% of its gross
income each taxable year from the sale or other disposition of securities, or
options or futures, that were held for less than three months ("30%
Limitation"); (3) at the close of each quarter of a Fund's taxable year, at
least 50% of the value of its total assets must be represented by cash and cash
items, U.S. government securities, securities of other RICs, and other
securities, with these other securities limited, in respect of any one issuer,
to an amount that does not exceed 5% of the value of the Fund's total assets
and that does not represent more than 10% of the issuer's outstanding voting
securities; and (4) at the close of each quarter of a Fund's

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<PAGE> 63

taxable year, not more than 25% of the value of its total assets may be
invested in securities (other than U.S. government securities or the securities
of other RICs) of any one issuer.

If Fund shares are sold at a loss after being held for six months or
less, the loss will be treated as long-term, instead of short-term, capital
loss to the extent of any capital gain distributions received on those shares.

Each Fund will be subject to a nondeductible 4% excise tax to the
extent it fails to distribute by the end of any calendar year substantially all
of its ordinary income for that year and capital gain net income for the
one-year period ending on October 31 of that year, plus certain other amounts.

FOREIGN TRANSACTIONS

Interest and dividends received by a Fund may be subject to income,
withholding, or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on its securities. Tax conventions between certain
countries and the United States may reduce or eliminate these foreign taxes,
however, and many foreign countries do not impose taxes on capital gains in
respect of investments by foreign investors. If more than 50% of the value of
a Fund's total assets at the close of its taxable year consists of securities
of foreign corporations, it will be eligible to, and may, file an election with
the Internal Revenue Service that will enable its shareholders, in effect, to
receive the benefit of the foreign tax credit with respect to any foreign and
U.S. possessions income taxes paid by it. Pursuant to the election, the Fund
will treat those taxes as dividends paid to it shareholders and each
shareholder will be required to (1) include in gross income, and treat as paid
by him, his proportionate share of those taxes, (2) treat his share of those
taxes and of any dividend paid by the Fund that represents income from foreign
or U.S. possessions sources as his own income from those sources, and (3)
either deduct the taxes deemed paid by him in computing his taxable income or,
alternatively, use the foregoing information in calculating the foreign tax
credit against his federal income tax. A Fund will report to its shareholders
shortly after each taxable year their respective shares of its income from
sources within, and taxes paid to, foreign countries and U.S. possessions if it
makes this election.

Each Fund will maintain its accounts and calculate its income in U.S.
dollars. In general, gain or loss (1) from the disposition of foreign
currencies and forward foreign currency contracts, (2) from the disposition of
foreign-currency-denominated debt securities that are attributable to
fluctuations in exchange rates between the date the securities are acquired and
their disposition date, and (3) attributable to fluctuations in exchange rates
between the time a Fund accrues interest or other receivables or expenses or
other liabilities denominated in a foreign currency and the time a Fund
actually collects those receivables or pays those liabilities, will be treated
as ordinary income or loss. A foreign-currency-denominated debt security
acquired by a Fund may bear interest at a high normal rate that takes into
account expected decreases in the value of the principal amount of the security
due to anticipated currency devaluations; in that case, the Fund would be
required to include the interest in income as it accrues but generally would
realize a currency loss with respect to the principal only when the principal
was received (through disposition or upon maturity).

The International Stock and Asia Pacific Funds may invest in the stock
of "passive foreign investment companies" ("PFICs"). A PFIC is a foreign
corporation that, in general, meets either of the following tests: (1) at least
75% of its gross income is passive or (2) an average of at least 50% of its
assets produce, or are held for the production of, passive income. Under
certain circumstances, a Fund will be subject to federal income tax on a
portion (collectively, "PFIC income"), plus interest thereon, even if the Fund
distributes the PFIC income as a taxable dividend to its shareholders. The
balance of the PFIC income will be included in the Fund's investment company
taxable income and, accordingly, will not be taxable to it to the extent that
income is distributed to its shareholders. If a Fund invests in a PFIC and
elects to treat the PFIC as a "qualified electing fund," then in lieu of the
foregoing tax and interest obligation, the Fund will be required to include in
income each year its pro rata share of the qualified electing fund's annual
ordinary earnings and net capital gain (the excess of net long-term capital
gain over net short-term capital loss) -- which would have to be distributed to
its shareholders to satisfy the Distribution Requirement and to avoid
imposition of the Excise Tax -- even if those earnings and gain were not
received by the Fund. In most instances it will be very difficult, if not
impossible, to make this election because of certain requirements thereof.

Three bills passed by Congress in 1991 and 1992 and vetoed by
President Bush would have substantially modified the taxation of U.S.
shareholders of foreign corporations, including eliminating the provisions
described above dealing with PFICs and replacing them (and other provisions)
with a regulatory scheme involving entities called "passive foreign
corporations." The "Tax Simplification and Technical Corrections Bill of
1993," approved in November 1993 by the House Ways and Means

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<PAGE> 64

Committee, contains the same modifications. It is unclear at this time
whether, and in what form, the proposed modifications may be enacted into law.

Pursuant to proposed regulations, open-end RICs such as the Funds
would be entitled to elect to "mark-to-market" their stock in certain PFICs.
"Marking-to-market," in this context, means recognizing as gain for each
taxable year the excess, as of the end of that year, of the fair market value
of such PFIC's stock over the adjusted basis in that stock (including
mark-to-market gain for each prior year for which an election was in effect).

DERIVATIVE INSTRUMENTS

The use of derivatives strategies, such as purchasing and selling
(writing) options and futures and entering into foreign currency contracts,
involves complex rules that will determine for income tax purposes the
character and timing of recognition of the gains and losses the Funds realize
in connection therewith. Gains from the disposition of foreign currencies
(except certain gains therefrom that may be excluded by future regulations),
and income from transactions in options, futures, and forward currency
contracts derived by each Fund with respect to its business of investing in
securities or foreign currencies, will qualify as permissible income under the
Income Requirement. However, income from the disposition of options and
futures (other than those on foreign currencies) will be subject to the 30%
Limitation if they are held for less than three months. Income from the
disposition of foreign currencies, and options, futures, and forward currency
contracts on foreign currencies, that are not directly related to a Fund's
principal business of investing in securities (or options and futures with
respect to securities) also will be subject to the 30% Limitation if they are
held for less than three months.

If a Fund satisfies certain requirements, any increase in value of a
position that is part of a "designated hedge" will be offset by any decrease in
value (whether realized or not) of the offsetting hedging position during the
period of the hedge for purposes of determining whether the Fund satisfies the
30% Limitation. Thus, only the net gain (if any) from the designated hedge
will be included in gross income for purposes of that limitation. The Funds
intend that, when they engage in hedging strategies, the hedging transactions
will qualify for this treatment, but at the present time it is not clear
whether this treatment will be available for all of the Funds' hedging
transactions. To the extent this treatment is not available or is not elected
by a Fund, it may be forced to defer the closing out of certain options or
futures contracts beyond the time when it otherwise would be advantageous to do
so, in order for the Fund to qualify as a RIC.

For federal income tax purposes, each Fund is required to recognize as
income for each taxable year its net unrealized gains and losses on options and
futures contracts that are subject to section 1256 of the Code ("Section 1256
Contracts") and are held by the Fund as of the end of the year, as well as
gains and losses on Section 1256 Contracts actually realized during the year.
Except for Section 1256 Contracts that are part of a "mixed straddle" and with
respect to which the Fund makes a certain election, any gain or loss recognized
with respect to Section 1256 Contracts is considered to be 60% long-term
capital gain or loss and 40% short-term capital gain or loss, without regard to
the holding period of the Section 1256 Contract. Unrealized gains on Section
1256 Contracts that have been held by a Fund for less than three months as of
the end of its taxable year, and that are recognized for federal income tax
purposes as described above, will not be considered gains on investments held
for less than three months for purposes of the 30% Limitation.

ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES

Certain Funds may acquire zero-coupon, step-coupon, or other
securities issued with original issue discount. As the holder of those
securities, a Fund must include in its income the original issue discount that
accrues on the securities during the taxable year, even if the Fund receives no
corresponding payment on the securities during the year. Similarly, the Fund
must include in its gross income securities it receives as "interest" on
pay-in-kind securities. Because a Fund annually must distribute substantially
all of its investment company taxable income, including any original issue
discount and other non-cash income, to satisfy the Distribution Requirement and
to avoid imposition of the Excise Tax, it may be required in a particular year
to distribute as a dividend an amount that is greater than the total amount of
cash it actually receives. Those distributions may be made from the proceeds
on sales of portfolio securities, if necessary. A Fund may realize capital
gains or losses from those sales, which would increase or decrease its
investment company taxable income or net capital gain, or both. In addition,
any such gains may be realized on the disposition of securities held for less
than three months. Because of the 30% Limitation, any such gains would reduce
the Fund's ability to sell other securities, or options or futures contracts,
held for less that three months that it might wish to sell in the ordinary
course of its portfolio management.

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<PAGE> 65

DETERMINATION OF NET ASSET VALUE

As set forth in the Prospectus under the caption "Shareholder Manual -
Determining Your Share Price," the net asset value of each Fund will be
determined as of the close of trading on each day the New York Stock Exchange
is open for trading. None of the Funds determine their respective net asset
values on days the New York Stock Exchange is closed and at other times
described in the Prospectus. The New York Stock Exchange is closed on New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, and Christmas Day. Additionally, if any of the
aforementioned holidays falls on a Saturday, the New York Stock Exchange will
not be open for trading on the preceding Friday and when any such holiday falls
on a Sunday, the New York Stock Exchange will not be open for trading on the
succeeding Monday, unless unusual business conditions exist, such as the ending
of a monthly or yearly accounting period.

Debt securities are valued by a pricing service that utilizes
electronic data processing techniques to determine values for normal
institutional-sized trading units of debt securities without regard to sale or
bid prices when such values are believed to more accurately reflect the fair
market value for such securities. Otherwise, sale or bid prices are used. Any
securities or other assets for which market quotations are not readily
available are valued at fair value as determined in good faith by the Board of
Directors of each Fund. Debt securities having remaining maturities of 60 days
or less when purchased are valued by the amortized cost method when the
respective Fund's Board of Directors determines that the fair value of such
securities is their amortized cost. Under this method of valuation, a security
is initially valued at its acquisition cost, and thereafter, amortization of
any discount or premium is assumed each day, regardless of the impact of the
fluctuating rates on the market value of the instrument.

SHAREHOLDER SERVICES

As described under "About the Funds - Distributions and Taxes" in the
Prospectus, all income dividends and capital gain distributions will be
invested automatically in additional Fund shares unless the Fund is otherwise
notified in writing.

SYSTEMATIC WITHDRAWAL PLAN

You can set up automatic withdrawals from your account at monthly,
quarterly, or annual intervals. To begin distributions, you must have an
initial balance of at least $5,000 in your account. To establish the
Systematic Withdrawal Plan, call 1-800-368-3863 and request an application. To
establish the Systematic Withdrawal Plan, you deposit your Fund shares with the
Fund and appoint it as your agent to effect redemptions of Fund shares held in
your account for the purpose of making monthly, quarterly, or annual withdrawal
payments of a fixed amount to you out of your account. Your signature should be
guaranteed by an eligible guarantor institution as described under "Shareholder
Manual - Special Situations" in the Prospectus.

The minimum amount of a withdrawal payment is $50. These payments will
be made from the proceeds of periodic redemption of shares in the account at
net asset value. Redemptions will be made on the fifth business day preceding
the last day of each month or, if that day is a holiday, on the next preceding
business day.

Withdrawal payments cannot be considered to be yield or income on the
shareholder's investment since portions of each payment will normally consist
of a return of capital. Depending on the size or the frequency of the
disbursements requested and the fluctuation in the value of the Fund's
portfolio, redemptions for the purpose of making such disbursements may reduce
or even exhaust your account.

You may vary the amount or frequency of withdrawal payments,
temporarily discontinue them, or change the designated payee or payee's address
by notifying the Fund.

AUTOMATIC INVESTMENT PLAN

An Automatic Investment Plan may be established at any time. By
participating in the Automatic Investment Plan, you may automatically make
purchases of shares of the Fund on a regular, convenient basis. You may choose
to make contributions on any day of each month in amounts of $50 or more.

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Under the Automatic Investment Plan, your bank or other financial
institution debits preauthorized amounts drawn on your account each month and
applies such amounts to the purchase of shares of the Fund. The Automatic
Investment Plan can be implemented with any financial institution that is a
member of the Automated Clearing House. An Automatic Investment Plan form is
attached to the Prospectus. No service fee is charged by the Fund for
participating in the Automatic Investment Plan.

GENERAL PROCEDURES FOR SHAREHOLDER ACCOUNTS

As set forth under "About the Funds - Organization" in the Prospectus,
certificates for Fund shares are only issued upon written request.

Either an investor or the Fund, by notice to the other, may terminate
the investor's participation in the plans, programs, privileges, or other
services described under "Shareholder Manual - Shareholder Services" in the
Prospectus without penalty at any time, as described in the Prospectus.

Your account may be terminated by the Fund on not less than 30 days'
notice if, at the time of any transfer or redemption of shares in the account,
the value of the remaining shares in the account at the current offering price
falls below the $500. Upon any such termination, the shares will be redeemed at
the then current net asset value and a check for the proceeds of redemption
sent within seven days of such redemption.

TELEPHONE EXCHANGE AND REDEMPTION PRIVILEGES AND AUTOMATIC EXCHANGE PLAN

A discussion of the Telephone Exchange and Redemption Privileges and
Automatic Exchange Plan is set forth in the Prospectus under the captions
"Shareholder Manual - Shareholder Services."

Shares of the Fund and any other funds sponsored by the Advisor may be
exchanged for each other at relative net asset values. Exchanges will be
effected by redemption of shares of the Fund held and purchase of shares of the
fund for which Fund shares are being exchanged (the "New Fund"). For federal
income tax purposes, any such exchange constitutes a sale upon which a capital
gain or loss will be realized, depending upon whether the value of the shares
being exchanged is more or less than the shareholder's adjusted cost basis. If
you are interested in exercising any of these exchange privileges, you should
obtain prospectuses of other funds sponsored by the Advisor from the Advisor.
Upon a telephone exchange, the transfer agent establishes a new account in the
New Fund with the same registration and dividend and capital gains options as
the redeemed account, unless otherwise specified, and confirms the purchase to
you. In order to establish a Systematic Withdrawal Plan for the new account,
however, an exchanging shareholder must file a specific written request.

The Funds employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. The Funds may not be liable for losses
due to unauthorized or fraudulent instructions. Such procedures include but are
not limited to requiring a form of personal identification prior to acting on
instructions received by telephone, providing written confirmations of such
transactions to the address of record, and tape recording telephone
instructions.

The Telephone Exchange and Redemption Privileges and Automatic
Exchange Plan are available only in states where shares of the New Fund may be
sold, and may be modified or discontinued at any time. Additional information
regarding the Telephone Exchange and Redemption Privileges and Automatic
Exchange Plan is contained in the Fund's Prospectus.

RETIREMENT PLANS

Individual Retirement Account (IRA): Everyone under age 70 1/2 with earned
income may contribute to a tax-deferred IRA. The Strong Funds offer a prototype
plan for you to establish your own IRA. You are allowed to contribute up to the
lesser of $2,000 or 100% of your earned income each year to your IRA. Under
certain circumstances, your contribution will be deductible.

Direct Rollover IRA: To avoid the mandatory 20% federal withholding tax on
distributions, you must transfer the qualified retirement or Code section
403(b) plan distribution directly into an IRA. This tax cannot be avoided if
you receive a distribution and then roll it over into an IRA. The amount of
your Direct Rollover IRA contribution will not be included in your taxable
income for the year.

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Simplified Employee Pension Plan (SEP-IRA): A SEP-IRA allows an employer to
make deductible contributions to separate IRA accounts established for each
eligible employee.

Salary Reduction Simplified Employee Pension Plan (SAR SEP-IRA): A SAR SEP-IRA
is a type of SEP-IRA in which an employer may allow employees to defer part of
their salaries and contribute to an IRA account. These deferrals help lower the
employees' taxable income.

Defined Contribution Plan: A defined contribution plan allows self-employed
individuals, partners, or a corporation to provide retirement benefits for
themselves and their employees. There are three plan types: a profit-sharing
plan, a money purchase pension plan, and a paired plan (a combination of a
profit-sharing plan and a money purchase plan).

401(k) Plan: A 401(k) plan is a type of profit-sharing plan that allows
employees to have part of their salary contributed to a retirement plan which
will earn tax-deferred income. A 401(k) plan is funded by employee
contributions, employer contributions, or a combination of both.

403(b)(7) Plan: A tax-sheltered custodial account designed to qualify under
section 403(b)(7) of the Code is available for use by employees of certain
educational, non-profit, hospital, and charitable organizations.

FUND ORGANIZATION

Each Fund is a Wisconsin corporation that is authorized to offer
separate series of shares representing interests in separate porfolios of
securities, each with differing investment objectives. The shares in any one
portfolio may, in turn, be offered in separate classes, each with differing
preferences, limitations or relative rights. However, the Articles of
Incorporation for each of the Funds provides that if additional classes of
shares are issued by a Fund, such new classes of shares may not affect the
preferences, limitations or relative rights of the Fund's outstanding shares.
In addition, the Board of Directors of each Fund is authorized to allocate
assets, liabilities, income and expenses to each series and class. Classes
within a series may have different expense arrangements than other classes of
the same series and, accordingly, the net asset value of shares with a series
may differ. Finally, all holders of shares of a Fund may vote on each matter
presented to shareholders for action except with respect to any matter which
affects only one or more series or class, in which case only the shares of the
affected series or class is entitled to vote. Fractional shares have the same
rights proportionately as do full shares. Shares of the Funds have no
preemptive, conversion, or subscription rights. Each Fund currently has only
one series of common stock outstanding. If a Fund issues additional series,
the assets belonging to each series of shares will be held separately by the
custodian, and in effect each series will be a separate fund.

SHAREHOLDER MEETINGS

Each Fund is a Wisconsin corporation organized on the following dates
and has the following authorized shares of capital stock:

<TABLE>
<CAPTION>
Incorporation Authorized
Fund Date Shares Par Value ($)
<S> <C> <C> <C>
Opportunity Fund 07/05/83 100,000,000 .01
Growth Fund 12/28/90 10,000,000,000 .00001
Common Stock Fund 11/11/88 300,000 .001
Discovery Fund 09/24/87 1,000,000,000 .0001
International Stock Fund 12/28/90 10,000,000,000 .00001
Asia Pacific Fund 12/28/90 10,000,000,000 .00001
</TABLE>

The Wisconsin Business Corporation Law permits registered investment
companies, such as the Funds, to operate without an annual meeting of
shareholders under specified circumstances if an annual meeting is not required
by the Investment Company Act. The Funds have adopted the appropriate
provisions in their Bylaws and may, at their discretion, not hold an annual
meeting in any year in which the election of directors is not required to be
acted on by shareholders under the Investment Company Act.

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<PAGE> 68

The Funds' Bylaws also contain procedures for the removal of directors
by its shareholders. At any meeting of shareholders, duly called and at which
a quorum is present, the shareholders may, by the affirmative vote of the
holders of a majority of the votes entitled to be cast thereon, remove any
director or directors from office and may elect a successor or successors to
fill any resulting vacancies for the unexpired terms of removed directors.

Upon the written request of the holders of shares entitled to not less
than ten percent (10%) of all the votes entitled to be cast at such meeting,
the Secretary of a Fund shall promptly call a special meeting of shareholders
for the purpose of voting upon the question of removal of any director.
Whenever ten or more shareholders of record who have been such for at least six
months preceding the date of application, and who hold in the aggregate either
shares having a net asset value of at least $25,000 or at least one percent
(1%) of the total outstanding shares, whichever is less, shall apply to the
corporation's Secretary in writing, stating that they wish to communicate with
other shareholders with a view to obtaining signatures to a request for a
meeting as described above and accompanied by a form of communication and
request which they wish to transmit, the Secretary shall within five business
days after such application either: (1) afford to such applicants access to a
list of the names and addresses of all shareholders as recorded on the books of
the Fund; or (2) inform such applicants as to the approximate number of
shareholders of record and the approximate cost of mailing to them the proposed
communication and form of request.

If the Secretary elects to follow the course specified in clause (2)
of the last sentence of the preceding paragraph, the Secretary, upon the
written request of such applicants, accompanied by a tender of the material to
be mailed and of the reasonable expenses of mailing, shall, with reasonable
promptness, mail such material to all shareholders of record at their addresses
as recorded on the books unless within five business days after such tender the
Secretary shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement signed by at
least a majority of the Board of Directors to the effect that in their opinion
either such material contains untrue statements of fact or omits to state facts
necessary to make the statements contained therein not misleading, or would be
in violation of applicable law, and specifying the basis of such opinion.

After opportunity for hearing upon the objections specified in the
written statement so filed, the Commission may, and if demanded by the Board of
Directors or by such applicants shall, enter an order either sustaining one or
more of such objections or refusing to sustain any of them. If the Commission
shall enter an order refusing to sustain any of such objections, or if, after
the entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all objections so
sustained have been met, and shall enter an order so declaring, the Secretary
shall mail copies of such material to all shareholders with reasonable
promptness after the entry of such order and the renewal of such tender.

PERFORMANCE INFORMATION

As described under "About the Funds - Performance" in the Prospectus,
each Fund's historical performance or return may be shown in the form of
"average annual total return," "total return," and "cumulative total return."
From time to time, the Advisor may voluntarily waive all or a portion of its
management fee and/or absorb certain expenses for each Fund. Without these
waivers and absorption of expenses, the performance results for the Funds noted
herein would have been lower. All performance and returns noted herein are
historical and do not necessarily represent the future performance of a Fund.

AVERAGE ANNUAL TOTAL RETURN

The average annual total return of a Fund is computed by finding the
average annual compounded rates of return over these periods that would equate
the initial amount invested to the ending redeemable value, according to the
following formula:

P (1 + T)n = ERV

P = a hypothetical initial payment of $10,000.
T = average annual total return.
n = number of years.
ERV = ending redeemable value of a hypothetical $10,000 payment made at the
beginning of the stated periods at the end of the stated periods.

TOTAL RETURN

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<PAGE> 69

Calculation of a Fund's total return is not subject to a standardized
formula. Total return performance for a specific period is calculated by first
taking an investment (assumed below to be $10,000) ("initial investment") in a
Fund's shares on the first day of the period and computing the "ending value"
of that investment at the end of the period. The total return percentage is
then determined by subtracting the initial investment from the ending value and
dividing the remainder by the initial investment and expressing the result as a
percentage. The calculation assumes that all income and capital gains
dividends paid by a Fund have been reinvested at net asset value on the
reinvestment dates during the period. Total return may also be shown as the
increased dollar value of the hypothetical investment over the period.

CUMULATIVE TOTAL RETURN

Cumulative total return represents the simple change in value of an
investment over a stated period and may be quoted as a percentage or as a
dollar amount. Total returns and cumulative total returns my be broken down
into their components of income and capital (including capital gains and
changes in share price) in order to illustrate the relationship between these
factors and their contributions to total return.

Each of the Fund's performance figures are based upon historical
results and are not necessarily representative of future performance. Each
Fund's shares are sold at net asset value per share. Each Fund's returns and
net asset value will fluctuate and shares are redeemable at the then current
net asset value of the Fund, which may be more or less than original cost.
Factors affecting a Fund's performance include general market conditions,
operating expenses, and investment management. Any additional fees charged by
a dealer or other financial services firm would reduce the returns described in
this section.

The figures below show performance information for various periods
ended December 31, 1994. No adjustment has been made for taxes, if any,
payable on dividends. The periods indicated were ones of fluctuating
securities prices.

OPPORTUNITY FUND

<TABLE>
<CAPTION>
Total Average Annual
Return Total Return
------ ------------
Initial Ending Value
$10,000 December 31, Percentage Percentage
Investment 1994 Increase Increase
---------- ---- -------- --------
<S> <C> <C> <C> <C>
Life of Fund(1)$10,000 $ % %
Five Years 10,000
One Year 10,000
-----------------------

</TABLE>

(1) December 31, 1985

GROWTH FUND

(1) December 31, 1993

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<PAGE> 70

COMMON STOCK FUND

------------------------
(1) December 29, 1989

DISCOVERY FUND

------------------------
(1) December 31, 1987

INTERNATIONAL STOCK FUND

------------------------
(1) March 4, 1992

ASIA PACIFIC FUND

------------------------
(1) December 31, 1993

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<PAGE> 71

The Opportunity, Growth, Common Stock, Discovery, International Stock,
and Asia Pacific Funds' total return for the three months ending March 31,
1995, were ____%, ____%, ____%, ____%, ____%, and ____%, respectively.

COMPARISONS

(1) U.S. TREASURY BILLS, NOTES, OR BONDS
Investors may want to compare the performance of a Fund to that of
U.S. Treasury bills, notes or bonds, which are issued by the U.S. government.
Treasury obligations are issued in selected denominations. Rates of Treasury
obligations are fixed at the time of issuance and payment of principal and
interest is backed by the full faith and credit of the United States Treasury.
The market value of such instruments will generally fluctuate inversely with
interest rates prior to maturity and will equal par value at maturity.
Generally, the values of obligations with shorter maturities will fluctuate
less than those with longer maturities.

(2) CERTIFICATES OF DEPOSIT
Investors may want to compare a Fund's performance to that of
certificates of deposit offered by banks and other depository institutions.
Certificates of deposit may offer fixed or variable interest rates and
principal is guaranteed and may be insured. Withdrawal of the deposits prior to
maturity normally will be subject to a penalty. Rates offered by banks and
other depository institutions are subject to change at any time specified by
the issuing institution.

(3) MONEY MARKET FUNDS
Investors may also want to compare performance of a Fund to that of
money market funds. Money market fund yields will fluctuate and shares are not
insured, but share values usually remain stable.

(4) LIPPER ANALYTICAL SERVICES, INC. ("LIPPER") AND OTHER INDEPENDENT
RANKING ORGANIZATIONS
From time to time, in marketing and other fund literature, a Fund's
performance may be compared to the performance of other mutual funds in general
or to the performance of particular types of mutual funds, with similar
investment goals, as tracked by independent organizations. Among these
organizations, Lipper, a widely used independent research firm which ranks
mutual funds by overall performance, investment objectives, and assets, may be
cited. Lipper performance figures are based on changes in net asset value,
with all income and capital gain dividends reinvested. Such calculations do
not include the effect of any sales charges imposed by other funds. A Fund
will be compared to Lipper's appropriate fund category, that is, by fund
objective and portfolio holdings. A Fund's performance may also be compared to
the average performance of its Lipper category.

(5) MORNINGSTAR, INC.
A Fund's performance may also be compared to the performance of other
mutual funds by Morningstar, Inc. which ranks funds on the basis of historical
risk and total return. Morningstar's rankings range from five stars (highest)
to one star (lowest) and represent Morningstar's assessment of the historical
risk level and total return of a fund as a weighted average for 3, 5, and 10
year periods. Rankings are not absolute or necessarily predictive of future
performance.

(6) INDEPENDENT SOURCES
Evaluations of Fund performance made by independent sources may also
be used in advertisements concerning a Fund, including reprints of, or
selections from, editorials or articles about a Fund, especially those with
similar objectives. Sources for Fund performance information and articles
about a Fund may include publications such as Money, Forbes, Kiplinger's,
Morningstar, Inc., Financial World, Business Week, U.S. News and World Report,
The Wall Street Journal, Barron's, and a variety of investment newsletters.

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<PAGE> 72

(7) INDICES
A Fund may compare its performance to a wide variety of indices
including the following:

(a) Consumer Price Index
(b) Standard & Poor's 500 Stock Index
(c) Dow Jones Average of 30 Industrials
(d) NASDAQ Over-the-Counter Composite Index
(e) Russell 2000 Small Stock Index
(f) Russell 3000 Stock Index
(g) Lipper Growth Fund Index
(h) Standard & Poor's 400 Mid-Cap Stock Index
(i) Lipper Capital Appreciation Fund Index
(j) Wilshire 5000 Index
(k) Wilshire Small Company Growth Index
(l) Wilshire Midcap Growth Index
(m) Wilshire Large Company Growth Index
(n) Russell 1000 Growth Index
(o) Russell 2000 Growth Index
(p) Russell 1000 Index
(q) Russell 3000 Index
(r) Morgan Stanley Capital International EAFE(R) Index, an
unmanaged U.S. dollar-adjusted index that is a generally
accepted bench mark for major overseas markets. In addition,
a Fund may compare its performance to certain other indices
that measure stock market performance in geographic areas in
which the Fund may invest. The market prices and yields of
the stocks in these indexes will fluctuate. A Fund may also
compare its portfolio weighting to the EAFE Index weighting,
which represents the relative capitalization of the major
overseas markets on a dollar-adjusted basis (International
Stock and Asia Pacific Funds only)
(s) Lipper International Fund Index (International Stock and
Asia Pacific Funds only)

There are differences and similarities between the investments that a
Fund may purchase for its portfolio and the investments measured by these
indices.

(8) HISTORICAL INFORMATION (International Stock and Asia Pacific Funds)
Because the Funds' investments primarily are denominated in foreign
currencies, the strength or weakness of the U.S. dollar as against these
currencies may account for part of the Fund's investment performance.
Historical information regarding the value of the dollar versus foreign
currencies may be used from time to time in advertisements concerning the Fund.
Such historical information is not indicative of future fluctuations in the
value of the U.S. dollar against these currencies. Marketing materials may
cite country and economic statistics and historical stock market performance
for any of the countries in which the Fund invests, including, but not limited
to, the following: population growth, gross domestic product, inflation rate,
average stock market price earnings ratios and the total value of stock
markets. Sources for such statistics may include official publications of
various foreign governments, exchanges, or investment research firms. In
addition, marketing materials may cite the portfolio manager's views or
interpretations of such statistical data or historical performance.

(9) STRONG FAMILY OF FUNDS
The Strong Family of Funds offers a comprehensive range of
conservative to aggressive investment options. A Fund may from time to time be
compared to the other funds in the Strong Family of Funds based on a
risk/reward spectrum. The following graph illustrates the risk/return spectrum
for the Strong Family of Funds and each Fund's place on that spectrum.

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