STRONG OPPORTUNITY FUND INC, 485BPOS, 2000-12-27

STRONG OPPORTUNITY FUND INC
485BPOS, 2000-12-27

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As filed with the Securities and Exchange Commission on or about
December 27, 2000

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

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 []
Pre-Effective Amendment No. []
Post-Effective Amendment No. 23 [X]
-------
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 []
Amendment No. 24 [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
Elizabeth N. Cohernour
Strong Capital Management, Inc.
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
(Name and Address of Agent for Service)

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

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on December 29, 2000 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on (date) 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:

[X] this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment.

This Post-Effective Amendment to the Registration Statement of Strong
Opportunity Fund, Inc., which is currently comprised of one Fund, relates to the
addition of the Strong Science and Technology Fund, which will offer retail
class shares, and the Strong Advisor Endeavor 20 Fund, which will offer Class A,
Class B, Class C, and Class L shares. This Post-Effective Amendment does not
relate to, amend, supersede, or otherwise affect the separate Prospectuses and
Statements of Additional Information contained in Post-Effective Amendment No.
21, except to update the exhibit index of the Strong Opportunity Fund.

<PAGE>

PROSPECTUS DECEMBER 29, 2000

Strong
Advisor Endeavor 20
Fund

Classes A, B, and C

[STRONG LOGO] STRONG

THE SECURITIES AND EXCHANGE COMMISSION (SEC) HAS NOT APPROVED OR DISAPPROVED OF
THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

TABLE OF CONTENTS

YOUR INVESTMENT

KEY INFORMATION

What are the fund's goals? ....................................................1

What are the fund's principal investment strategies? ..........................1

What are the main risks of investing in the fund? .............................2

What are the fund's fees and expenses? ........................................4

Who are the fund's investment advisor and portfolio managers? .................6

OTHER IMPORTANT INFORMATION YOU SHOULD KNOW ...................................7

YOUR ACCOUNT

Distribution Fees .............................................................8

Share Price ...................................................................8

What Share Classes We Offer ...................................................9

How to Reduce Your Sales Charge ..............................................12

Buying Shares ................................................................13

Selling Shares ...............................................................15

Additional Policies ..........................................................17

Distributions ................................................................18

Taxes ........................................................................19

Services For Investors .......................................................20

Reserved Rights ..............................................................22

for More Information .................................................Back Cover

IN THIS PROSPECTUS, "WE" OR "US" REFERS TO STRONG CAPITAL MANAGEMENT, INC., THE
INVESTMENT ADVISOR, ADMINISTRATOR, AND TRANSFER AGENT FOR THE STRONG ADVISOR
FUNDS.

<PAGE>

YOUR INVESTMENT

KEY INFORMATION

WHAT ARE THE FUND'S GOALS?

The STRONG ADVISOR ENDEAVOR 20 FUND seeks capital growth.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

Under normal market conditions, the fund invests its assets in the stocks of 20
to 30 companies of any size that its managers believe have above-average
earnings growth prospects. The fund's managers select stocks that have
attractive growth prospects (for example, companies that have the potential for
accelerated earnings growth because of management changes, new products, or
changes in the economy), accelerating sales and earnings, and positive
fundamentals (for example, companies showing a growth trend or that are well
positioned in a growth industry). The managers may sell a holding when the
company's growth prospects become less attractive or to take advantage of a
better investment opportunity.

To a limited extent, the fund writes put and call options. This means that the
fund sells an option to another party to either sell a stock to (put) or buy a
stock from (call) the fund at a predetermined price in the future. When the fund
writes put or call options, it will receive fees or premiums but is exposed to
losses due to changes in the value of the stock against which the put or call is
written. Writing options can serve as a limited or partial hedge against adverse
market movements. This is because declines in the value of the hedged stock will
be offset by the premium received for writing the option. Whether or not this
hedging strategy is successful depends on a variety of factors, particularly the
ability of the fund's managers to predict movements of the price of the hedged
stock. The managers' decision to engage in this hedging strategy will reflect
the managers' judgment that writing an option on a stock will provide value to
the fund and its shareholders. To a limited extent, the fund may also invest in
foreign securities.

The fund's active trading approach may increase the fund's costs, and these
additional costs may reduce the fund's performance. The fund's active trading
approach may also increase the amount of capital gains tax that you pay on the
fund's returns.

The managers of the fund may invest any amount in cash or cash-type securities
(high-quality, short-term debt securities issued by corporations, financial
institutions, the U.S. government, or foreign governments) as a temporary
defensive position to avoid losses during adverse market conditions. Taking a
temporary defensive position could reduce the benefit to the fund if the market
goes up. In this case, the fund may not achieve its investment goal.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

GENERAL STOCK RISKS: The major risks of the fund are those of investing in the
stock market. That means the fund may experience sudden, unpredictable declines
in value, as well as periods of poor performance. Because stock values go up and
down, the value of your fund's shares may go up and down. Therefore, when you
sell your investment, you may receive more or less money than you originally
invested.

FOREIGN SECURITIES RISKS: The fund may invest up to 25% of its assets in foreign
securities. Foreign investments involve additional risks, including less
liquidity, currency-rate fluctuations, political and economic instability,
differences in financial reporting standards, and less-strict regulation of
securities markets.

GROWTH-STYLE INVESTING RISK: Different types of stocks tend to shift into and
out of favor with stock market investors depending on market and economic
conditions. Because the fund focuses on growth-style stocks, the fund's
performance may at times be better or worse than the performance of funds that
focus on other types of stocks or that have a broader investment style.

MANAGEMENT RISK: The fund is subject to management risk because it is actively
managed. There is no guarantee that the investment techniques and risk analyses
used by the managers will produce the desired results.

NONDIVERSIFIED PORTFOLIO RISK: The fund is a nondiversified fund, so compared to
a diversified fund, it may take larger positions in individual stocks. As a
result, the shares of this fund may tend to fluctuate in value more than those
of a fund investing in a broader range of securities.

SMALLER AND MEDIUM COMPANIES RISK: The fund invests a substantial portion of its
assets in the stocks of smaller-and medium-capitalization companies. Small- and
medium-capitalization companies often have narrower markets and more limited
managerial and financial resources than larger, more established companies. As a
result, their performance can be more volatile and they face greater risk of
business failure, which could increase the volatility of the fund's portfolio.
Generally, the smaller the company size, the greater the risk.

WRITING OPTIONS RISK: The fund writes put and call options. The fund will
receive fees for writing options but is exposed to losses due to an adverse
change in the value of the underlying asset against which the option was
written. Transactions involving written options may include elements of leverage
and could magnify a fund's losses. Using options in this manner may reduce a
fund's opportunity for investment gain. To the extent required to cover the
financial exposure created by the use of these instruments, the fund will offset
potential obligations either through the use of derivative instruments (such as
options and futures) or through the identification of liquid assets on its books
and records.

The fund is appropriate for investors who are comfortable with the risks
described here and whose financial goals are five or more years in the future.
The fund is not appropriate for investors concerned primarily with principal
stability.

FUND STRUCTURE

The fund has adopted a multiple class plan and offers several classes of shares.
Only the Class A, B, and C shares are offered in this prospectus. The principal
differences among Class A, B, and C shares are each class' sales charges and
annual expenses. Class A shares are subject to a front-end sales charge. Class
B, and C shares are subject to a contingent deferred sales charge (CDSC), and
Class A shares are subject to a CDSC in limited circumstances. Class A, B, and C
shares are subject to distribution fees under a Rule 12b-1 plan. Because
distribution fees are paid out of the fund's assets on an ongoing basis, over
time these fees will increase the cost of an investment in Class A, B, or C
shares and may cost more than other types of sales charges.

The bar chart and performance table for the fund are not presented here because
the fund is new and did not begin operations until December 29, 2000.

WHAT ARE THE FUND'S FEES AND EXPENSES?

This section describes the fees and expenses that you may pay if you buy and
hold shares of the fund.

<PAGE>

SHAREHOLDER FEES
(fees paid directly from your investment)
<S> <C> <C>

-------------------------------- ---------------------------- --------------------------------------

MAXIMUM SALES CHARGE MAXIMUM CDSC (AS A PERCENTAGE OF THE
(LOAD) IMPOSED ON PURCHASES PURCHASE PRICE)
FUND / SHARE CLASS

ADVISOR ENDEAVOR 20
Class A 5.75% None
Class B None 5.00%
Class C None 1.00%

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

You may not pay the maximum sales charge because waivers and reduced sales
charges are available in some cases. In addition, some Class A purchases of $1
million or more or without an initial sales charge may be subject to a 1% CDSC
if redeemed within 12 months of purchase. Class C purchases will be subject to a
1% CDSC if redeemed within 12 months of purchase. See "What Share Classes We
Offer."

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
The costs of operating the fund are deducted from fund assets, which means you
pay them indirectly. These costs are deducted before computing the daily share
price or making distributions. As a result, they don't appear on your account
statement, but instead reduce the total return you receive from your fund
investment.
<TABLE>
<CAPTION>

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF AVERAGE NET ASSETS)
<S> <C> <C> <C> <C>

-------------------------------- ----------------- ----------------------- ------------------- -----------------------
MANAGEMENT FEES 12B-1 DISTRIBUTION OTHER EXPENSES* TOTAL ANNUAL FUND
FUND / SHARE CLASS AND SERVICE FEES OPERATING EXPENSES
-------------------------------- ----------------- ----------------------- ------------------- -----------------------
-------------------------------- ----------------- ----------------------- ------------------- -----------------------

ADVISOR ENDEAVOR 20
Class A 0.75% 0.25% 0.81% 1.81%
Class B 0.75% 1.00% 0.81% 2.56%
Class C 0.75% 1.00% 0.81% 2.56%

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

*BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

EXAMPLE: This example is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds. The maximum initial
sales charge, if any, is reflected in this example. The example assumes that you
invest $10,000 in the fund and reinvest all dividends and distributions for the
time periods indicated, and then either redeem or do not redeem all of your
shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:

<PAGE>

------------------------------------------------------ ---------------- ---------------
SHARE CLASS 1 YEAR 3 YEARS
------------------------------------------------------ ---------------- ---------------
------------------------------------------------------ ---------------- ---------------

Class A $748 $1,112

------------------------------------------------------ ---------------- ---------------
------------------------------------------------------ ---------------- ---------------

Class B (if you redeem your shares) $771 $1,226

------------------------------------------------------ ---------------- ---------------
------------------------------------------------------ ---------------- ---------------

Class B (if you do NOT redeem your shares) $259 $796
---

------------------------------------------------------ ---------------- ---------------
------------------------------------------------------ ---------------- ---------------

Class C (if you redeem your shares) $362 $796

------------------------------------------------------ ---------------- ---------------
------------------------------------------------------ ---------------- ---------------

Class C (if you do NOT redeem your shares) $259 $796
---

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

WHO ARE THE FUND'S INVESTMENT ADVISOR AND PORTFOLIO MANAGERS?

Strong Capital Management, Inc. (Strong) is the investment advisor for the fund.
Strong provides investment management services for mutual funds and other
investment portfolios representing assets, as of October 31, 2000 of over $45
billion. Strong began conducting business in 1974. Since then, its principal
business has been providing investment advice for individuals and institutional
accounts, such as pension and profit-sharing plans, as well as mutual funds,
several of which are available through variable insurance products. Strong's
address is P.O. Box 2936, Milwaukee, WI 53201.

The following individuals are the fund's portfolio managers:

THOMAS J. PENCE co-manages the ADVISOR ENDEAVOR 20 FUND. He has over nine years
of investment experience and is a Chartered Financial Analyst. He joined Strong
in October 2000 as an equity portfolio manager and has co-managed the ADVISOR
ENDEAVOR 20 FUND since its inception in December 2000. From June 1992 to October
2000, Mr. Pence was an equity portfolio manager at Conseco Capital Management,
Inc. From 1987 to June 1991, Mr. Pence was Director of Development at The Forum
Group. Mr. Pence received his bachelors degree in Business from Indiana
University in 1983 and his Masters of Business Administration in Finance from
the University of Notre Dame in 1986.

ERIK J. VOSS co-manages the ADVISOR ENDEAVOR 20 FUND. He has over seven years of
investment experience and is a Chartered Financial Analyst. He joined Strong in
October 2000 and has co-managed the ADVISOR ENDEAVOR 20 FUND since its inception
in December 2000. From January 1997 to October 2000, Mr. Voss was employed at
Conseco Capital Management, Inc. as a portfolio manager. From May 1993 to
December 1996, he was an analyst at Gardner Lewis Asset Management, L.P. Mr.
Voss received his bachelors degree in Mathematics in 1989 and his masters degree
in Finance from the University of Wisconsin in 1993.

OTHER IMPORTANT INFORMATION YOU SHOULD KNOW

To a limited extent, the fund may participate in the initial public offering
(IPO) market. When a fund is small, IPOs may greatly increase the fund's total
returns. But, as the fund grows larger, the fund is unlikely to achieve the same
level of returns from IPOs. Investing in IPOs is risky, and the prices of stocks
purchased in IPOs tend to fluctuate more widely than stocks of more established
companies.

YOUR ACCOUNT

DISTRIBUTION FEES
--------------------------------------------------------------------------------

The fund has adopted a Rule 12b-1 distribution and service plan for its Class A,
B, and C shares. Under the distribution and service plan, the fund pays its
distributor or others to sell shares of a given class. These expenses may also
include service fees paid to securities dealers or others that provide ongoing
account services to distributors and shareholders. These services may include
establishing and maintaining shareholder accounts, answering shareholder
inquiries, and providing other personal services to shareholders. These fees
also compensate Strong Investments, Inc. (the "Distributor") for other expenses
including: (1) printing and distributing prospectuses to persons other than
shareholders; and (2) preparing, printing, and distributing advertising and
sales literature and reports to shareholders used for sales purposes. The
distribution and service fees charged to each class are based only on the fees
attributable to that particular class. See "What Share Classes We Offer" for a
description of the distribution and service fees paid by each class. Because
Rule 12b-1 fees are ongoing, over time these fees will increase the cost of your
investment and may cost more than other types of sales charges.

SHARE PRICE
--------------------------------------------------------------------------------

Your price for buying, selling, or exchanging specific classes of shares is the
net asset value per share (NAV) for that class of shares plus any applicable
sales charges. NAV is generally calculated as of the close of trading on the New
York Stock Exchange (NYSE) (usually 3:00 p.m. Central Time) every day the NYSE
is open. If the NYSE closes at any other time, or if an emergency exists, NAV
may be calculated at a different time. Your share price will be the next NAV
calculated after we accept your order.

NAV is based on the market value of the securities in a fund's portfolio. If
market prices are not available, NAV is based on a security's fair value as
determined in good faith by us under the supervision of the Board of Directors
of the Strong Advisor Funds.

((Side Box))
---------------------------------------------------------------
We determine the share price or NAV of a class of shares by dividing net assets
attributable to the class of shares (the value of the investments, cash, and
other assets attributable to the class of shares minus the fund's liabilities
attributable to the class of shares) by the number of shares in the class
outstanding.
---------------------------------------------------------------

FOREIGN SECURITIES
Some of the fund's portfolio securities may be listed on foreign exchanges that
trade on days when we do not calculate an NAV. As a result, the fund's NAV may
change on days when you will not be able to purchase or redeem shares. In
addition, a foreign exchange may not value its listed securities at the same
time that we calculate a fund's NAV. Events affecting the values of portfolio
securities that occur between the time a foreign exchange assigns a price to the
portfolio securities and the time when we calculate a fund's NAV generally will
not be reflected in the fund's NAV. These events will be reflected in the fund's
NAV when we, under the supervision of the Board of Directors of the Strong
Advisor Funds, determine that they would have a material effect on the fund's
NAV.

WHAT SHARE CLASSES WE OFFER

We offer several classes of fund shares in this prospectus, each with a
different combination of sales charges, fees, eligibility requirements, and
other features. Your financial advisor can help you determine which class is
best for you. A brief summary of each class is presented below and a more
detailed description follows the table.
<TABLE>
<CAPTION>
<S> <C> <C> <C>

------------------------- ------------------------------- ------------------------------- ----------------------

CLASS A CLASS B CLASS C

Initial Sales Charge 5.75% or less None None

1% on purchases of 5% on shares sold within
Deferred Sales Charge $1 million or more sold the first year, declining 1% on purchases sold
within 12 months to 1% within six years within 12 months
and eliminated after that

Maximum 12b-1 Fees 0.25% 1.00% 1.00%

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

CLASS A SHARES

You can buy Class A shares at the offering price, which is the net asset value
per share plus an up-front sales charge. You may qualify for a reduced sales
charge, or the sales charge may be waived, as described in "How to Reduce Your
Sales Charge." Class A shares are also subject to an annual service fee of 0.25%
of the fund's average daily net assets, which compensates your financial advisor
for providing ongoing service to you. The Distributor retains the up-front sales
charge and the service fee on accounts with no authorized dealer of record. The
up-front Class A sales charge for the fund is as follows:

------------------------------------ ------------------------- ---------------------------- --------------------------
AUTHORIZED DEALER
SALES CHARGE AS % OF SALES CHARGE AS % OF NET COMMISSION AS % OF
AMOUNT OF PURCHASE PUBLIC OFFERING PRICE AMOUNT INVESTED PUBLIC OFFERING PRICE
------------------------------------ ------------------------- ---------------------------- --------------------------
Less than $50,000 5.75% 6.10% 5.00%
------------------------------------ ------------------------- ---------------------------- --------------------------
------------------------------------ ------------------------- ---------------------------- --------------------------
$50,000 but less than $100,000 4.50% 4.71% 3.75%
------------------------------------ ------------------------- ---------------------------- --------------------------
------------------------------------ ------------------------- ---------------------------- --------------------------
$100,000 but less than $250,000 3.50% 3.63% 2.80%
------------------------------------ ------------------------- ---------------------------- --------------------------
------------------------------------ ------------------------- ---------------------------- --------------------------
$250,000 but less than $500,000 2.50% 2.56% 2.00%
------------------------------------ ------------------------- ---------------------------- --------------------------
------------------------------------ ------------------------- ---------------------------- --------------------------
$500,000 but less than $1,000,000 2.00% 2.04% 1.60%
------------------------------------ ------------------------- ---------------------------- --------------------------
------------------------------------ ------------------------- ---------------------------- --------------------------
$1,000,000 and over 0.00% 0.00% 1.00%
------------------------------------ ------------------------- ---------------------------- --------------------------
</TABLE>

If you invest $1 million or more, you can buy Class A shares without an initial
sales charge. However, if you sell (redeem) your shares within 12 months of
purchase, you may have to pay a CDSC of 1% of your purchase price. You do not
have to pay this CDSC if your financial advisor has made arrangements with the
Distributor and agrees to waive the commission.

CLASS B SHARES

You can buy Class B shares at the offering price, which is the net asset value
per share without any up-front sales charge, so that the full amount of your
purchase is invested in the fund. However, you will pay annual distribution and
service fees of 1.00% of the funds' average daily net assets. The annual 0.25%
service fee compensates your financial advisor for providing ongoing service to
you. The Distributor retains the service and distribution fees on accounts with
no authorized dealer of record. The annual 0.75% distribution fee compensates
the Distributor for paying your financial advisor a 4.00% up-front sales
commission, which includes an advance of the first year's service fee. If you
sell your shares within six years of purchase, you will have to pay a CDSC,
based on your purchase price, according to the following schedule.

------------ ------------ ------------- ------------ ------------ ------------ ----------

1 YEAR OR 2 YEARS OR 3 YEARS OR 4 YEARS OR 5 YEARS
MORE, BUT MORE, BUT MORE, BUT MORE, BUT OR MORE,
LESS THAN LESS THAN LESS THAN 3 LESS THAN LESS THAN 5 BUT LESS 6 YEARS
YEARS SINCE PURCHASE 1 YEAR 2 YEARS YEARS 4 YEARS YEARS THAN 6 OR MORE
YEARS

You do not pay a CDSC on any Class B shares you purchase by reinvesting
dividends. Class B shares automatically convert to Class A shares eight years
after you buy them so that the distribution fees you pay over the life of your
investment are limited. You will continue to pay an annual service fee on any
converted Class B shares.

Class B shares are only available for purchases up to $500,000.

CLASS C SHARES

You can buy Class C shares at the offering price, which is the net asset value
per share without an up-front sales charge. Class C shares are also subject to
annual distribution and service fees of 1.00%. The annual 0.25% service fee
compensates your financial advisor for providing ongoing service to you. The
annual 0.75% distribution fee reimburses the Distributor for paying your
financial advisor a 1% up-front sales commission. The Distributor advances the
first-year's service and distribution fees. The Distributor retains the service
and distribution fees on accounts with no authorized dealer of record.

If you sell (redeem) your Class C shares within 12 months of purchase, you will
have to pay a CDSC of 1% of your purchase price.

<PAGE>

------------------------------------ -------------------------------------------

We place any investment of $1 INITIAL INVESTMENT ADDITIONAL INVESTMENT million
or more in Class A shares, MINIMUM MINIMUM because there is no initial sales
charge and Class A's annual expenses are lower.

HOW TO REDUCE YOUR SALES CHARGE

If you qualify for any of the sales charge reductions or waivers below, please
let us know at the time of your investment to help ensure that you receive the
lower sales charge.

QUANTITY DISCOUNTS We offer several ways for you to combine your purchases in
the Strong Advisor Funds to take advantage of the lower sales charges for large
purchases of Class A shares.

o RIGHTS OF ACCUMULATION - lets you combine all of your shares in the Strong
Advisor Funds for purposes of calculating the sales charge. You may also
combine the shares of your spouse, and your children or grandchildren, if
they are under the age of 21. Certain company and retirement plan accounts
may be included.

o LETTER OF INTENT - expresses your intent to buy a stated dollar amount of
shares over a 13-month period and lets you receive the same sales charge as
if all shares had been purchased at one time. We will reserve a portion of
your shares to cover any additional sales charge that may apply if you do
not buy the amount stated in your letter of intent.

REINSTATEMENT PRIVILEGE
If you sell your shares of a Strong Advisor Fund, you may reinvest some or all
of the proceeds within 365 days without an initial sales charge. The proceeds
must be reinvested within the same share class, except that proceeds from the
sale of Class B shares will be reinvested in Class A shares. If you paid a CDSC
when you sold your Class A or C shares, we will credit your account with the
amount of the CDSC paid, but a new CDSC may apply. For Class B shares reinvested
in Class A, a new CDSC will not apply, although your account will not be
credited with the amount of any CDSC paid when you sold your Class B shares.

This privilege does not apply to shares you buy and sell under our exchange
program.

SALES CHARGE WAIVERS
Class A shares may be purchased without an initial sales charge or CDSC by
various individuals, institutions, and retirement plans or by investors who
reinvest certain distributions and proceeds within 365 days. The CDSC for each
class may be waived for certain redemptions and distributions. If you would like
information about sales charge waivers, call your investment representative or
call us at 1-800-368-1683. A list of available sales charge waivers may also be
found in the Statement of Additional Information.

GROUP INVESTMENT PROGRAM
Groups of 11 or more investors are allowed to invest as a group. For sales
charge purposes, the group's investments are added together. There are other
requirements, and the group must have a purpose other than buying fund shares at
a discount.

BUYING SHARES

You can buy shares through a broker-dealer or other investment professional. We
encourage you to consult with an investment professional who can open an account
for you and help you with your investment decisions. Once you have an account,
you can buy, sell, and exchange shares by contacting your investment
professional. They will look after any necessary paperwork needed to complete a
transaction and send your order to us. Also, please ask your investment
professional about any limits, fees, and policies for buying, selling, and
exchanging shares, which may be different from those described here, and about
related programs or services.

INVESTMENT MINIMUMS: When buying shares, you must meet the following investment
minimum requirements.

--------------------------------------------- ----------------------------------- -------------------------------------
Regular accounts $2,500 $50
--------------------------------------------- ----------------------------------- -------------------------------------
Education IRA accounts $500 $50
--------------------------------------------- ----------------------------------- -------------------------------------
Other IRAs and UGMA/UTMA accounts $250 $50
--------------------------------------------- ----------------------------------- -------------------------------------
SIMPLE IRA, SEP-IRA, 403(b)(7), Keogh, the lesser of $250 or $25 per $50
Pension Plan, and Profit Sharing Plan month
accounts
--------------------------------------------- ----------------------------------- -------------------------------------
</TABLE>

PLEASE REMEMBER ...
o You cannot use an Automatic Investment Plan with an Education IRA.

o If you open a qualified retirement plan account where we or one of our
alliance partners provides administrative services, there is no initial
investment minimum.

BUYING INSTRUCTIONS

You can buy shares in several ways. Make sure you indicate the share class you
have chosen.

BROKER-DEALER
You may purchase shares through a broker-dealer or other intermediary, who may
charge you a fee. Broker-dealers, including each fund's distributor, and other
intermediaries may also from time to time sponsor or participate in promotional
programs pursuant to which investors receive incentives for establishing with
the broker-dealer or intermediary an account and/or for purchasing shares of the
Strong Advisor Funds through the account(s). Investors should contact the
broker-dealer or intermediary and consult the Statement of Additional
Information for more information about promotional programs.

MAIL

You can add to an account by mail with a check made payable to Strong. Send it
to the address listed on the back of this prospectus, along with an Additional
Investment Form (for an existing account). We do not accept cash, third-party
checks, credit card convenience checks, or checks drawn on banks outside the
U.S. You will be charged $20 for every check, wire, or Electronic Funds

<PAGE>

Transfer returned unpaid.

WIRE

Call 1-800-368-1683 for instructions before wiring funds to add to an account.
This helps to ensure that your account will be credited promptly and correctly.

AUTOMATIC INVESTMENT SERVICES
See "Services for Investors" for detailed information on all of our automatic
investment services. You can sign up for these plans when you open your account
or you can add them later by calling 1-800-368-1683 for the appropriate form.

SELLING SHARES

You can access the money in your account by selling (also called redeeming) some
or all of your shares by one of the methods below. After your redemption request
is accepted, we normally send you the proceeds on the next business day.

SELLING INSTRUCTIONS
You can sell shares in several ways.

BROKER-DEALER
You may sell shares through a broker-dealer or other intermediary, who may
charge you a fee.

MAIL
Write a letter of instruction. It should specify your account number, the dollar
amount or number of shares you wish to redeem, the names and signatures of the
owners (or other authorized persons), and your mailing address. Then, mail it to
the address listed on the back of this prospectus.

SYSTEMATIC WITHDRAWAL PLAN

You can set up automatic withdrawals from your account at regular intervals. You
can sign up for this service when you open your account, or you can add it later
by calling 1-800-368-1683 for the appropriate form. See "Services for Investors"
for information on this service and other automatic investment and withdrawal
services. Certain restrictions may apply. Refer to the Statement of Additional
Information for details.

<PAGE>

PLEASE REMEMBER...
o If you recently purchased shares, the payment of your redemption proceeds
may be delayed by up to 10 days to allow the purchase check or electronic
transaction to clear.

o While the funds do not charge a redemption fee, you may be assessed a CDSC,
if applicable. When you redeem Class A, B, or C shares subject to a CDSC,
the fund will first redeem any shares that are not subject to a CDSC, and
then redeem the shares you have owned for the longest period of time. No
CDSC is imposed on shares you buy through the reinvestment of dividends and
capital gains. The holding period is calculated on a monthly basis and
begins on the first day of the month in which you buy shares. When you
redeem shares subject to a CDSC, the CDSC is calculated on your purchase
price, deducted from your redemption proceeds, and paid to the Distributor.
The CDSC may be waived under certain special circumstances as described in
the Statement of Additional Information.

o Some transactions and requests require a signature guarantee.

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

o With an IRA (or other retirement account), you will be charged (1) a $10
annual account maintenance fee for each account up to a maximum of $30 and
(2) a $50 fee for transferring assets to another custodian or for closing
an account.

o If you sell shares out of a non-IRA retirement account and you are eligible
to roll the sale proceeds into another retirement plan, we will withhold
for federal income tax purposes a portion of the sale proceeds unless you
transfer all of the proceeds to an eligible retirement plan.

((Side Box))
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SIGNATURE GUARANTEES help ensure that major transactions or changes to your
account are in fact authorized by you. For example, we require a signature
guarantee on written redemption requests for more than $100,000. You can obtain
a signature guarantee for a nominal fee from most banks, brokerage firms, and
other financial institutions. A notary public stamp or seal cannot be
substituted for a signature guarantee.
------------------------------------------------------

ADDITIONAL POLICIES

INVESTING THROUGH A THIRD PARTY
If you invest through a third party, the policies and fees may be different than
described in this prospectus. Banks, brokers, 401(k) plans, financial advisors,
and financial supermarkets may charge transaction fees and may set different
minimum investments or limitations on buying or selling shares. Consult a
representative of your plan or financial institution for details.

MARKET TIMERS
The fund will consider the following factors to identify market timers:
shareholders who have (1) requested an exchange out of the fund within two weeks
of an earlier exchange request, (2) exchanged shares out of a fund more than
twice in a calendar quarter, (3) exchanged shares equal to at least $5 million,
or more than 1% of a fund's net assets, or (4) otherwise seem to follow a timing
pattern. Shares under common ownership or control are combined for purposes of
these limits.

PURCHASES IN KIND
You may, if we approve, purchase shares of the fund with securities that are
eligible for purchase by the fund (consistent with the fund's investment
restrictions, policies, and goal) and that have a value that is readily
ascertainable in accordance with the fund's valuation policies.

TELEPHONE AND ELECTRONIC TRANSACTIONS
We use reasonable procedures to confirm that telephone and electronic
transaction requests are genuine. We may be responsible if we do not follow
these procedures. You are responsible for losses resulting from fraudulent or
unauthorized instructions received over the telephone or electronically,
provided we reasonably believe the instructions were genuine. To safeguard your
account, please keep your passwords confidential. Contact us immediately if you
believe there is a discrepancy between a transaction you performed and the
confirmation statement you received, or if you believe someone has obtained
unauthorized access to your account or password.

VERIFICATION OF ACCOUNT STATEMENTS

You should contact us in writing regarding any errors or discrepancies within 60
days after the date of the statement confirming a transaction. The statement
will be deemed correct if we do not hear from you within those 60 days.

DISTRIBUTIONS

DISTRIBUTION POLICY
The fund generally pays you dividends from net investment income and distributes
any net capital gains that it realizes annually.

REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
Your dividends and capital gains distributions will be automatically reinvested
in additional shares, unless you choose otherwise. Your other options are to
receive checks for these payments, have them automatically invested in another
Strong Advisor Fund, or have them deposited into your bank account. To change
the current option for payment of dividends and capital gains distributions,
please contact your broker-dealer or call us at 1-800-368-1683.

TAXES

TAXABLE DISTRIBUTIONS

Any net investment income and net short-term capital gains distributions you
receive are generally taxable as ordinary dividend income at your income tax
rate. Distributions of net capital gains are generally taxable as long-term
capital gains. This is generally true no matter how long you have owned your
shares and whether you reinvest your distributions or take them in cash. You may
also have to pay taxes when you exchange or sell shares if your shares have
increased in value since you bought them.

((Side Box))
------------------------------------------------------

Generally, if your investment is in a Traditional IRA or other TAX-DEFERRED
ACCOUNT, your dividends and distributions will not be taxed at the time they are
paid, but instead at the time you withdraw them from your account.

------------------------------------------------------

RETURN OF CAPITAL

If your fund's distributions exceed its earnings and profits, all or a portion
of those distributions may be treated as a return of capital to you. A return of
capital may be treated as a sale of your shares. It may also reduce the cost
basis of your shares.

YEAR-END STATEMENT

To assist you in tax preparation, after the end of each calendar year, we send
you a statement of your fund's ordinary dividends and net capital gains
distributions (Form 1099).

BACKUP WITHHOLDING

By law, we must withhold 31% of your distributions and proceeds if (1) you are
subject to backup withholding or (2) you have not provided us with complete and
correct taxpayer information such as your Social Security number or tax
identification number.

((Side Box))
-------------------------------------------------------
Unless your investment is in a tax-deferred retirement account such as an IRA,
YOU MAY WANT TO AVOID:
o Investing a large amount in a fund close to the end of the calendar year.
If the fund makes a capital gains distribution, you may receive some of
your investment back as a taxable distribution.
o Selling shares of a mutual fund at a loss if you have purchased additional
shares of the same fund within 30 days prior to the sale or if you plan to
purchase additional shares of the same fund within 30 days following the
sale. This is called a wash sale and you will not be allowed to claim a tax
loss on this transaction.
-------------------------------------------------------

Because everyone's tax situation is unique, you should consult your tax
professional for assistance.

SERVICES FOR INVESTORS

We provide you with a variety of services to help you manage your investment.
For more details, call 1-800-368-1683, 24 hours a day, 7 days a week. These
services include:

<PAGE>

STRONG EXCHANGE OPTION

You may exchange shares of the fund for shares of an appropriate class of
another Strong Advisor Fund, either in writing, by telephone, or through your
personal computer, if the accounts are identically registered (with the same
name, address, and taxpayer identification number). Please ask us for the
appropriate prospectus and read it before investing in any of the Strong Advisor
Funds. Remember, an exchange of shares of one Strong Advisor Fund for those of
another Strong Advisor Fund is considered a sale and a purchase of shares for
several purposes, including tax purposes and may result in a capital gain or
loss. Purchases by exchange are subject to the investment requirements and other
criteria of the fund purchased.

With this option, you can exchange shares between most Strong Advisor Funds
within the same class, generally without paying any additional sales charges.
However, if you exchange shares held for less than 6 to 12 months, you may be
charged the difference between the initial sales charge of the two funds.
Generally, exchanges may only be made between identically registered accounts,
unless you send written instructions with a signature guarantee. Any CDSC will
continue to be calculated from the date of your initial investment and will not
be charged at the time of the exchange. The purchase price for determining a
CDSC on exchanged shares will be the price you paid for the original shares. If
you exchange your Class B shares for the same class of shares of another Strong
Advisor Fund, the time your shares are held in that fund will count towards the
eight year period for automatic conversion to Class A shares. Frequent exchanges
can interfere with fund management or operations and drive up costs for all
shareholders. To protect shareholders, there are limits on the number and amount
of exchanges you may make (please see "Market Timers" under "Additional
Policies").

STRONG AUTOMATIC INVESTMENT SERVICES You may invest or redeem automatically in
the following ways, some of which may be subject to additional restrictions or
conditions.

AUTOMATIC INVESTMENT PLAN (AIP) This plan allows you to make regular,
automatic investments from your bank checking or savings account.

AUTOMATIC EXCHANGE PLAN
This plan allows you to make regular, automatic exchanges from one eligible
Strong Advisor Fund to another.

AUTOMATIC DIVIDEND REINVESTMENT Your dividends and capital gains will be
automatically reinvested in additional shares, unless you choose otherwise.
Your other options are to receive checks for these payments, have them
automatically invested in another Strong Advisor Fund, or have them
deposited into your bank account.

PAYROLL DIRECT DEPOSIT PLAN

This plan allows you to send all or a portion of your paycheck, Social
Security check, military allotment, or annuity payment to the Strong
Advisor Funds of your choice.

SYSTEMATIC WITHDRAWAL PLAN

This plan allows you to redeem a fixed sum from your account on a regular
basis. Payments may be sent electronically to a bank account or as a check
to you or anyone you properly designate. Certain restrictions may apply.
Refer to the Statement of Additional Information for details.

SOME OF THESE SERVICES MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS OR CONDITIONS.
CALL 1-800-368-1683 FOR MORE INFORMATION.

RESERVED RIGHTS

We reserve the right to:

o Refuse, change, discontinue, or temporarily suspend account services,
including purchase, exchange, or telephone and Strong online account
redemption privileges, for any reason.

o Reject any purchase request for any reason including exchanges from other
Strong Advisor Funds. Generally, we do this if the purchase or exchange is
disruptive to the efficient management of a fund (due to the timing of the
investment or an investor's history of excessive trading).

o Change the minimum or maximum investment amounts.

o Delay sending out redemption proceeds for up to seven days (this generally
only applies to very large redemptions without notice, excessive trading,
or during unusual market conditions).

o Suspend redemptions or postpone payments when the NYSE is closed for any
reason other than its usual weekend or holiday closings, when trading is
restricted by the SEC, or under any emergency circumstances.

o Make a redemption in kind (a payment in portfolio securities rather than
cash) if the amount you are redeeming is in excess of the lesser of (1)
$250,000 or (2) 1% of the fund's assets. Generally, redemption in kind is
used when large redemption requests may cause harm to the fund and its
shareholders.

o Close any account that does not meet minimum investment requirements. We
will give you notice and 60 days to increase your balance to the required
minimum.

o Waive the initial investment minimum at our discretion.

o Reject any purchase or redemption request that does not contain all
required documentation.

o Amend or terminate purchases in kind at any time.

<PAGE>

FOR MORE INFORMATION

More information is available upon request at no charge, including:

SHAREHOLDER REPORTS: Additional information is available in the annual and
semi-annual report to shareholders. These reports, when available, contain a
letter from management, discuss recent market conditions, economic trends and
investment strategies that significantly affected your investment's performance
during the last fiscal year, and list portfolio holdings.

STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI contains more details about
investment policies and techniques. A current SAI is on file with the SEC and is
incorporated into this prospectus by reference. This means that the SAI is
legally considered a part of this prospectus even though it is not physically
contained within this prospectus.

To request information or to ask questions:

BY TELEPHONE FOR HEARING-IMPAIRED (TDD)
1-414-359-1400 or 1-800-368-1683 1-800-999-2780

BY MAIL BY OVERNIGHT DELIVERY
Strong Funds Strong Funds
P.O. Box 2936 900 Heritage Reserve
Milwaukee, WI 53201-2936 Menomonee Falls, WI 53051

ON THE INTERNET BY E-MAIL
View online or download documents: [email protected]
SEC*: www.sec.gov

To reduce the volume of mail you receive, only one copy of financial reports,
prospectuses, and other regulatory materials is mailed to your household. You
can call us at 1-800-368-1683, or write to us at the address listed above, to
request (1) additional copies free of charge or (2) that we discontinue our
practice of householding regulatory materials.

This prospectus is not an offer to sell securities in places other than the
United States and its territories.

*INFORMATION ABOUT A FUND (INCLUDING THE SAI) CAN ALSO BE REVIEWED AND COPIED AT
THE SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE ROOM IN WASHINGTON,
D.C. YOU MAY CALL THE COMMISSION AT 1-202- 942-8090 FOR INFORMATION ABOUT THE
OPERATION OF THE PUBLIC REFERENCE ROOM. REPORTS AND OTHER INFORMATION ABOUT A
FUND ARE ALSO AVAILABLE FROM THE EDGAR DATABASE ON THE COMMISSION'S INTERNET
SITE AT WWW.SEC.GOV. YOU MAY OBTAIN A COPY OF THIS INFORMATION, AFTER PAYING A
DUPLICATING FEE, BY SENDING A WRITTEN REQUEST TO THE COMMISSION'S PUBLIC
REFERENCE SECTION, WASHINGTON, D.C. 20549-0102, OR BY SENDING AN ELECTRONIC
REQUEST TO THE FOLLOWING E-MAIL ADDRESS: [email protected].

Strong Advisor Endeavor 20 Fund, a series of Strong Opportunity Fund Inc., SEC
file number 811-3793
<PAGE>

PROSPECTUS DECEMBER 29, 2000

Strong
Advisor Endeavor 20
Fund

Classes A, B, and L