Please file this Prospectus Supplement with your records.
STRONG COMMON STOCK FUND
STRONG DISCOVERY FUND
STRONG GROWTH FUND
STRONG GROWTH 20 FUND
STRONG MID CAP FUND
STRONG OPPORTUNITY FUND
STRONG SMALL CAP FUND
STRONG SMALL CAP VALUE FUND
Supplement to Prospectus dated May 1, 1998
CLOSING OF THE SMALL CAP FUND. Effective June 30, 1998, the
Small Cap Fund will be closed to new investors and on July 31,
1998, the Fund will no longer accept additional investments by
current shareholders, except for reinvested dividends. For
investors who are currently using the Fund as part of an
automatic investment plan, payroll direct-deposit program, or
company-sponsored retirement plan, we will be contacting you
shortly to make alternative arrangements.
Strong Capital Management, Inc. (the "Advisor") is recommending
to the Fund's Board of Directors that the Small Cap Fund be
merged into the Strong Growth Fund, and the Directors will
consider this recommendation at the end of July. The Advisor
believes that this proposed course of action is in the best
interests of the Fund and its shareholders because, since last
Fall, the Fund has had significant redemptions, primarily because
of its investment performance. In light of the Fund's investment
policies and investment performance to date, the Advisor believes
it is unlikely under current market conditions that the Fund's
assets will increase, and further redemptions are possible, which
would result in higher operating expenses for the Fund.
In August, we will send all Fund shareholders a proxy statement
explaining the proposed merger and notifying them of the time and
date of the shareholder meeting, which will be held in the Fall.
Following the necessary approvals at the shareholder meeting,
your account in the Small Cap Fund will automatically be
converted - on a tax-free basis - into shares of the Growth Fund
with a value equivalent to the value of your account in the Small
Cap Fund on the conversion date. Before then, if you would like
to arrange an exchange or redemption of your shares, you may call
us at the number below. PLEASE BE AWARE, HOWEVER, THAT A
REDEMPTION OR EXCHANGE IS A TAXABLE EVENT THAT, DEPENDING ON YOUR
INDIVIDUAL CIRCUMSTANCES, MAY GIVE RISE TO A TAX LIABILITY FOR
YOU.
If you have any questions, please call us, day or night, at 1-800-
368-3863, 24 hours a day, 7 days a week.
PORTFOLIO MANAGER CHANGE. On May 25, 1998, Mr. Scott Sindelar
became the portfolio manager of the Mid Cap and Small Cap Funds.
Mr. Sindelar joined the Advisor in April 1998. Prior to joining
the Advisor, Mr. Sindelar was employed at Mid-Continent Capital,
LLC, where he was a Vice President and portfolio manager since
1986. From 1984 to 1986, he worked as a Corporate Finance
Officer at Northern Trust Company, and from 1980 to 1984, as a
Corporate Project Manager at DeKalb AgResearch, Inc. Mr.
Sindelar received his B.S. in Management and Administration in
1979 from Indiana University and his M.B.A. in Finance in 1980
from Northwestern University.
The date of this Prospectus Supplement is June 30, 1998.
