STRONG OPPORTUNITY FUND INC
485APOS, 2001-01-12
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As filed with the Securities and Exchange Commission on or about
January 12, 2001

                                         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.   24                           [X]
                                      -------
                                     and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     [   ]
         Amendment No.   25                                          [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
        [ ] 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
        [X] 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.

This   Post-Effective   Amendment  to  the  Registration   Statement  of  Strong
Opportunity Fund, Inc., which is currently comprised of three Funds,  relates to
the addition of the Strong Endeavor  Growth Fund,  which will offer retail class
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 and 23.


<PAGE>

THE  INFORMATION IN THIS  PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  WE MAY
NOT SELL  THESE  SECURITIES  UNTIL THE  REGISTRATION  STATEMENT  FILED  WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION                        DATE OF ISSUANCE:  JANUARY 12, 2001


                                                       PROSPECTUS MARCH 30, 2001


[INVESTOR CLASS (written vertically)]



                                                                          Strong
                                                                   Endeavor Fund



                                              [PICTURE OF MAN HOLDING TELEPHONE]















                                                            [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.





TABLE OF CONTENTS

YOUR INVESTMENT

KEY INFORMATION

WHAT IS THE FUND'S GOAL?

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

WHAT ARE THE FUND'S FEES AND EXPENSES?

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

OTHER IMPORTANT INFORMATION YOU SHOULD KNOW

YOUR ACCOUNT

SHARE PRICE

BUYING SHARES

SELLING SHARES

ADDITIONAL POLICIES

DISTRIBUTIONS

TAXES

SERVICES FOR INVESTORS

RESERVED RIGHTS

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 FUNDS.


<PAGE>



                                                                 YOUR INVESTMENT

KEY INFORMATION

WHAT IS THE FUND'S GOAL?

The STRONG ENDEAVOR FUND seeks capital growth.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The ENDEAVOR FUND focuses, under normal conditions,  on stocks of companies that
its managers  believe have  above-average  earnings growth  prospects.  The fund
invests  primarily  in the stocks of  large-capitalization  companies,  but also
invests  in small- and  medium-capitalization  companies.  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).

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  managers may sell a stock when the  company's  growth
prospects  become less  attractive or to take  advantage of a better  investment
opportunity.

The fund's  active  trading  approach may increase the fund's  costs,  which 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 may invest  without  limitation  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, economic, or political
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?

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 the 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, its performance may
at times be better or worse than the  performance  of stock  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.

SMALLER AND MEDIUM COMPANIES  RISKS:  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 these risks.

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 the
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.

The bar chart and  performance  table are not presented  because the fund is new
and did not begin operations until March 30, 2001.

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.

SHAREHOLDER FEES
(fees paid directly from your investment)
The fund is 100%  no-load,  so you pay no sales  charges  (loads) to buy or sell
shares.

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.

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF AVERAGE NET ASSETS)

Management Fee                                       _.__%
Other Expenses*                                      _.__%
Total Annual Fund Operating Expenses                 _.__%

*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 example  assumes
that you invest $10,000 in the fund and reinvest all dividends and distributions
for the time periods indicated, and then 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:

1 YEAR               3 YEARS
-------------------- -----------------
$__                  $__


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 ________,  2001, of over $__
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.


MARK B. BABKA  co-manages  the ENDEAVOR  FUND. Mr. Babka has over seven years of
investment  experience and is a Chartered Financial Analyst. He joined Strong in
October 2000 and has  co-managed  the ENDEAVOR FUND since its inception in March
2001.  From  September  1993 to October 2000,  Mr. Babka was employed at Conseco
Capital  Management,  Inc. as a portfolio manager of equity products.  Mr. Babka
received his Bachelors of Business Administration in Finance from the University
of Notre Dame in 1993.

D. PAUL BERG  co-manages  the  ENDEAVOR  FUND.  Mr. Berg has over seven years of
investment  experience and is a Chartered Financial Analyst. He joined Strong in
October 2000 and has  co-managed  the ENDEAVOR FUND since its inception in March
2001.  From  December  1999 to October  2000,  Mr. Berg was  employed at Conseco
Capital Management, Inc. as a portfolio manager. From September 1997 to November
1999, he was a research analyst at Friess Associates, Inc. and from June 1993 to
July 1997 he was a senior analyst at Morgan  Keegan,  Inc. Mr. Berg received his
bachelors  degree in Business  Administration  from Colorado State University in
1991 and his Masters of Business  Administration  from Owen  Graduate  School of
Management, Vanderbilt University in 1993.

THOMAS  J.  PENCE  co-manages  the  ENDEAVOR  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 ENDEAVOR FUND
since its inception in March 2001. 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.


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

SHARE PRICE

Your  transaction  price for buying,  selling,  or exchanging  shares is the net
asset value per share  (NAV).  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 Funds.

((Side Box))
---------------------------------------------------------------
We  determine a fund's  share price or NAV by dividing its net assets (the value
of the investments,  cash, and other assets minus the liabilities) by the number
of shares 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
Funds, determine that they would have a material effect on the fund's NAV.

BUYING SHARES
<TABLE>
<CAPTION>
<S>                                          <C>                                  <C>

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

-------------------------------------------- ------------------------------------ -------------------------------------
                                             INITIAL INVESTMENT MINIMUM           ADDITIONAL INVESTMENT MINIMUM
-------------------------------------------- ------------------------------------ -------------------------------------
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 month  $50
Pension Plan, and Profit Sharing Plan
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.

MAIL
You can open or 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 your
account application (for a new account) or an Additional Investment Form (for an
existing account).

EXCHANGE OPTION
Sign up for the exchange  option when you open your account.  To add this option
to an existing account,  visit the Account Services area at  WWW.ESTRONG.COM  or
call 1-800-368-3863 for a Shareholder Account Options Form.

                                  ((Side Box))

                                   QUESTIONS?
                               Call 1-800-368-3863
                                 24 hours a day
                                  7 days a week

EXPRESS PURCHASESM
You can make additional  investments to your existing account directly from your
bank account.  If you didn't establish this option when you opened your account,
visit the Account Services area at  WWW.ESTRONG.COM or call us at 1-800-368-3863
for a Shareholder Account Options Form.

STRONG DIRECT(R)
You can use Strong Direct(R) to add to your investment from your bank account or
to exchange shares between Strong Funds by calling 1-800-368-1050. See "Services
for Investors" for more information.

STRONG ONLINE ACCOUNT ACCESS
You can use  Strong  online  account  access at  WWW.ESTRONG.COM  to add to your
investment  from your bank account or to exchange  shares  between Strong Funds.
See "Services for Investors" for more information.

INVESTOR CENTERS
You can visit our Investor Center in Menomonee Falls, Wisconsin, near Milwaukee.
Visit the Account Services area at  WWW.ESTRONG.COM  or call  1-800-368-3863 for
hours and directions or for the location of our other Investor Centers.

WIRE
Call  1-800-368-3863 for instructions  before wiring funds either to open or 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  services  when you open  your
account or you can add them  later by  visiting  the  Account  Services  area at
WWW.ESTRONG.COM or by calling 1-800-368-3863 for the appropriate form.

BROKER-DEALER
You may purchase shares through a broker-dealer or other  intermediary,  who may
charge you a fee.  Broker-dealers,  including the 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 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.

PLEASE REMEMBER . . .

o    We only accept checks payable to Strong.

o    We do not accept cash,  third-party checks, credit card convenience checks,
     or checks drawn on banks outside the U.S.

o    You will be charged $20 for every check, wire, or Electronic Funds Transfer
     returned unpaid.

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.

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.

REDEMPTION OPTION
Sign up for the redemption  option when you open your account or add it later by
visiting  the  Account   Services   area  at   WWW.ESTRONG.COM   or  by  calling
1-800-368-3863 to request a Shareholder  Account Options Form. With this option,
you may sell shares by phone or via the Internet and receive the proceeds in one
of three ways:

(1)  We can mail a check to your account's address. Checks will not be forwarded
     by the Postal Service, so please notify us if your address has changed.

(2)  We can  transmit the proceeds by  Electronic  Funds  Transfer to a properly
     pre-authorized bank account.  The proceeds usually will arrive at your bank
     two banking days after we process your redemption.

(3)  For a $10  fee,  we  can  transmit  the  proceeds  by  wire  to a  properly
     pre-authorized bank account.  The proceeds usually will arrive at your bank
     the first banking day after we process your redemption.

STRONG DIRECT(R)
You can redeem shares through Strong Direct(R) at 1-800-368-1050.  See "Services
for Investors" for more information.

STRONG ONLINE ACCOUNT ACCESS
You can use Strong online  account access at  WWW.ESTRONG.COM  to redeem shares.
See "Services for Investors" for more information.

INVESTOR CENTERS
You can visit our Investor Center in Menomonee Falls, Wisconsin, near Milwaukee.
Visit the Account Services area at  WWW.ESTRONG.COM  or call  1-800-368-3863 for
hours and directions or for the location of our other Investor Centers.

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  visiting  the  Account  Services  area  at  WWW.ESTRONG.COM  or  by  calling
1-800-368-3863  for the appropriate  form. See "Services for Investors" for more
information  on this  service  and other  automatic  investment  and  withdrawal
services.

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

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    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))
------------------------------------------------------
There may be special distribution requirements that
apply to retirement accounts.  For instructions on:

o    Roth and Traditional IRA accounts, call 1-800-368-3863, and

o    SIMPLE IRA, SEP-IRA,  403(b)(7),  Keogh, Pension Plan, Profit Sharing Plan,
     or 401(k) Plan accounts, call 1-800-368-2882.
     ------------------------------------------------------

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

DEPOSIT OF UNSPECIFIED CHECKS
When your  investment  check does not clearly  indicate  the fund that you would
like to  purchase,  we will  deposit the check into the Strong Money Market Fund
until you clarify your investment decision.

HOUSEHOLDING
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 1-800-368-3863,  or write to us at the address listed on the back
of this prospectus,  to request (1) additional copies free of charge or (2) that
we discontinue our practice of householding regulatory materials.

INVESTING THROUGH A THIRD PARTY
If you invest through a third party (rather than directly with us), 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.

LOW BALANCE ACCOUNT FEE
Because of the high cost of maintaining  small  accounts,  an annual low balance
account  fee of $10 (or the value of the  account if the  account  value is less
than  $10)  will be  charged  to all  accounts  that  fail to meet  the  initial
investment  minimum.  The fee, which is payable to the transfer agent,  will not
apply to (1) any retirement accounts,  (2) accounts with an automatic investment
plan (unless regular  investments have been  discontinued),  or (3) shareholders
whose combined Strong Funds assets total $100,000 or more. We may waive the fee,
in our discretion,  in the event that a significant  market correction lowers an
account balance below the account's initial investment minimum.

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 30 days
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 Strong  Direct(R)  and Strong online  account  access
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.

During  times of  unusual  market  activity,  our phones may be busy and you may
experience a delay  placing a telephone  request.  During these times,  consider
trying Strong  Direct(R),  our 24-hour  automated  telephone  system, bY calling
1-800-368-1050,  or Strong  online  account  access at  WWW.ESTRONG.COM.  Please
remember that you must have telephone redemption as an option on your account to
redeem shares through Strong Direct(R) or Strong online account access.

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 Fund,  or have them  deposited  into your bank  account.  If you elect to
receive  distributions  paid by check,  the fund may reinvest  into your account
uncashed  distribution checks that remain outstanding for six months or more. To
change  the  current   option  for  payment  of  dividends   and  capital  gains
distributions, please call 1-800-368-3863.

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.


<PAGE>



((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  1-800-368-3863,  24 hours a day, 7 days a week.  These
services include:

STRONG DIRECT(R) AUTOMATED TELEPHONE SYSTEM
Our 24-hour  automated  response system enables you to use a touch-tone phone to
access current share prices, to access fund and account information, and to make
purchases,  exchanges,  or redemptions  among your existing accounts if you have
elected these  services,  by calling  1-800-368-1050.  Passwords help to protect
your account information.

ESTRONG.COM
Visit us online  at  WWW.ESTRONG.COM  to  access  your  fund's  performance  and
portfolio  holding  information.   In  addition  to  general  information  about
investing, our web site offers daily performance information,  portfolio manager
commentaries, and information on available account options.

STRONG ONLINE ACCOUNT ACCESS
If you are a shareholder, you may access your account information 24 hours a day
from your personal  computer at  WWW.ESTRONG.COM.  Strong online  account access
allows you to view  account  history,  account  balances,  and  recent  dividend
activity,  as well as to make purchases,  exchanges,  or redemptions  among your
existing accounts if you have elected these services.  Additional planning tools
and market information are also available.  Encryption  technology and passwords
help to protect your account information.  You may register to use Strong online
account access at WWW.ESTRONG.COM.

STRONGMAIL
If you  register for  StrongMail  at  WWW.STRONGMAIL.COM,  you will receive your
fund's closing price by e-mail each business day. In addition, StrongMail offers
market news and updates throughout the day.

STRONG EXCHANGE OPTION
You may exchange  shares of a fund for shares of another Strong 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  Funds.  Remember,  an exchange of shares of one
Strong Fund for those of another Strong 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.  Some Strong Funds into which you may want to exchange may
charge a  redemption  fee of 0.50% to 1.00% on the sale of shares  held for less
than 6 to 12  months.  Purchases  by  exchange  are  subject  to the  investment
requirements and other criteria of the fund or class purchased.


<PAGE>



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 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 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 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.

STRONG RETIREMENT PLAN SERVICES
We offer a wide variety of retirement  plans for individuals  and  institutions,
including large and small businesses. For information on:

o    INDIVIDUAL RETIREMENT PLANS, including Traditional IRAs and Roth IRAs, call
     1-800-368-3863.

o    QUALIFIED RETIREMENT PLANS,  including SIMPLE IRAs,  SEP-IRAs,  403(b)(7)s,
     Keoghs,  Pension  Plans,  Profit  Sharing  Plans,  and 401(k)  Plans,  call
     1-800-368-2882.

SOME OF THESE SERVICES MAY BE SUBJECT TO ADDITIONAL  RESTRICTIONS OR CONDITIONS.
CALL 1-800-368-3863 FOR MORE INFORMATION.


<PAGE>



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  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 will be available in the annual and
semi-annual report to shareholders. When available, these reports will 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 1-800-368-3863                     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]
Strong Funds: WWW.ESTRONG.COM
SEC*: www.sec.gov


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  Endeavor  Fund,  a series of Strong  Opportunity  Fund,  Inc.,  SEC file
number: 811-3793


THE INFORMATION IN THIS STATEMENT OF ADDITIONAL  INFORMATION IS NOT COMPLETE AND
MAY BE  CHANGED.  WE MAY  NOT  SELL  THESE  SECURITIES  UNTIL  THE  REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE  COMMISSION IS EFFECTIVE.  THIS
STATEMENT OF ADDITIONAL  INFORMATION  IS NOT AN OFFER TO SELL  SECURITIES AND IS
NOT SOLICITING AN OFFER TO BUY THESE  SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION                         DATE OF ISSUANCE: JANUARY 12, 2001

                   STATEMENT OF ADDITIONAL INFORMATION ("SAI")


STRONG ENDEAVOR FUND, A SERIES FUND OF STRONG OPPORTUNITY FUND, INC.


P.O. Box 2936
Milwaukee, WI 53201
Telephone: 1-414-359-1400
Toll-Free: 1-800-368-3863
e-mail: [email protected]
web site:  www.eStrong.com


 This SAI is not a Prospectus  and should be read together  with the  Prospectus
for the Fund dated March 30, 2001.  Requests for copies of the Prospectus should
be made by calling any number listed above.




















                                 March 30, 2001



<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                            <C>


TABLE OF CONTENTS                                                                                              PAGE

INVESTMENT RESTRICTIONS...........................................................................................3
INVESTMENT POLICIES AND TECHNIQUES................................................................................5
   Strong Endeavor Fund...........................................................................................5
   Borrowing......................................................................................................5
   Cash Management................................................................................................5
   Convertible Securities.........................................................................................5
   Debt Obligations...............................................................................................6
   Depositary Receipts............................................................................................6
   Derivative Instruments.........................................................................................7
   Foreign Investment Companies..................................................................................16
   Foreign Securities............................................................................................16
   High-Yield (High-Risk) Securities.............................................................................16
   Illiquid Securities...........................................................................................18
   Lending of Portfolio Securities...............................................................................19
   Mortgage- and Asset-Backed Debt Securities....................................................................19
   Municipal Obligations.........................................................................................20
   Participation Interests.......................................................................................21
   Repurchase Agreements.........................................................................................21
   Reverse Repurchase Agreements and Mortgage Dollar Rolls.......................................................21
   Short Sales...................................................................................................22
   Small and Medium Companies....................................................................................22
   Standby Commitments...........................................................................................22
   Temporary Defensive Position..................................................................................22
   U.S. Government Securities....................................................................................22
   Variable- or Floating-Rate Securities.........................................................................23
   Warrants......................................................................................................24
   When-Issued and Delayed-Delivery Securities...................................................................24
   Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities..........................................................24
DIRECTORS AND OFFICERS...........................................................................................25
INVESTMENT ADVISOR...............................................................................................27
ADMINISTRATOR....................................................................................................29
DISTRIBUTOR......................................................................................................30
PORTFOLIO TRANSACTIONS AND BROKERAGE.............................................................................30
CUSTODIAN........................................................................................................33
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.....................................................................34
TAXES............................................................................................................34
DETERMINATION OF NET ASSET VALUE.................................................................................37
ADDITIONAL SHAREHOLDER INFORMATION...............................................................................38
ORGANIZATION.....................................................................................................41
SHAREHOLDER MEETINGS.............................................................................................42
PERFORMANCE INFORMATION..........................................................................................42
GENERAL INFORMATION..............................................................................................47
INDEPENDENT ACCOUNTANTS..........................................................................................49
LEGAL COUNSEL....................................................................................................49
APPENDIX - DEFINITION OF BOND RATINGS............................................................................50

</TABLE>

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations  other than those  contained  in this SAI and its  corresponding
Prospectus and, if given or made, such information or representations may not be
relied upon as having been authorized.  This SAI does not constitute an offer to
sell securities.


<PAGE>



                             INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT LIMITATIONS

The following are the Fund's  fundamental  investment  limitations  which, along
with the Fund's  investment  objective  (which is described in the  Prospectus),
cannot be changed without shareholder  approval.  To obtain approval, a majority
of the Fund's  outstanding voting shares must vote for the change. A majority of
the Fund's  outstanding  voting  securities means the vote of the lesser of: (1)
67%  or  more  of  the  voting  securities  present,  if  more  than  50% of the
outstanding  voting securities are present or represented,  or (2) more than 50%
of the outstanding voting shares.

Unless indicated otherwise below, the 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, (1) more than 5% of
     the Fund's total assets would be invested in the securities of that issuer,
     or (2)  the  Fund  would  hold  more  than  10% of the  outstanding  voting
     securities of that issuer.

2.   May (1) borrow money from banks and (2) make other investments or engage in
     other  transactions  permissible  under the Investment  Company Act of 1940
     ("1940 Act") which may involve a borrowing,  provided that the  combination
     of (1) and (2) 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 1940 Act.

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 (1) purchases of debt
     securities  or  other  debt  instruments,  or (2)  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.




<PAGE>



NON-FUNDAMENTAL OPERATING POLICIES

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

Unless indicated otherwise below, the 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 Securities and Exchange  Commission  ("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% (10% with  respect to a money fund) of its net assets would be invested
     in illiquid securities, or such other amounts as may be permitted under the
     1940 Act.

4.   Purchase securities of other investment companies except in compliance with
     the 1940 Act 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.   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.

7.   Borrow  money  except  (1) from  banks or (2)  through  reverse  repurchase
     agreements or mortgage dollar rolls, and will not purchase  securities when
     bank borrowings exceed 5% of its total assets.

8.   Make any loans other than loans of portfolio securities, except through (1)
     purchases of debt securities or other debt instruments,  or (2) engaging in
     repurchase agreements.

Unless noted otherwise, if a percentage restriction is adhered to at the time of
investment,  a later increase or decrease in percentage  resulting from a change
in the Fund's  assets  (I.E.  due to cash inflows or  redemptions)  or in market
value of the  investment or the Fund's assets will not constitute a violation of
that restriction.



<PAGE>



                       INVESTMENT POLICIES AND TECHNIQUES

STRONG ENDEAVOR FUND

o    Under  normal  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 of companies of any size.
o    At  times,  however,  the Fund may  invest  up to 35% of its net  assets in
     intermediate- to long-term corporate or U.S. government bonds.
o    The Fund may  invest  up to 5% of its net  assets  in  non-investment-grade
     bonds.
o    The Fund may  invest  up to 25% of its net  assets in  foreign  securities,
     including both direct  investments and investments made through  depositary
     receipts.
o    When the Advisor determines that market,  economic, or political conditions
     warrant  a  temporary  defensive  position,  the  Fund may  invest  without
     limitation in cash or cash-type securities  (high-quality,  short-term debt
     securities  issued  by  corporations,   financial  institutions,  the  U.S.
     government, or foreign governments).

The following  information  supplements the discussion of the Fund's  investment
objective, policies, and techniques described in the Prospectus.

BORROWING

The Fund may borrow  money from  banks and make other  investments  or engage in
other  transactions  permissible  under  the 1940 Act that may be  considered  a
borrowing  (such as mortgage  dollar rolls and reverse  repurchase  agreements).
However,  the Fund may not purchase securities when bank borrowings exceed 5% of
the Fund's total assets.  Presently,  the Fund only intends to borrow from banks
for temporary or emergency purposes.

The Fund has established a line-of-credit ("LOC") with certain banks by which it
may borrow funds for temporary or emergency purposes. A borrowing is presumed to
be for  temporary  or  emergency  purposes if it is repaid by the Fund within 60
days and is not  extended  or renewed.  The Fund  intends to use the LOC to meet
large or unexpected redemptions that would otherwise force the Fund to liquidate
securities  under  circumstances  that are  unfavorable to the Fund's  remaining
shareholders. The Fund pays a commitment fee to the banks for the LOC.

CASH MANAGEMENT

The Fund may invest  directly in cash and  short-term  fixed-income  securities,
including, for this purpose, shares of one or more money market funds managed by
Strong Capital  Management,  Inc.,  the Fund's  investment  advisor  ("Advisor")
(collectively,  the "Strong Money  Funds").  The Strong Money Funds seek current
income,  a stable share price of $1.00,  and daily  liquidity.  All money market
instruments   can  change  in  value  when   interest   rates  or  an   issuer's
creditworthiness  change  dramatically.  The Strong Money Funds cannot guarantee
that they will  always be able to maintain a stable net asset value of $1.00 per
share.

CONVERTIBLE SECURITIES

Convertible securities are bonds, debentures,  notes, preferred stocks, or other
securities  that may be converted  into or exchanged  for a specified  amount of
common stock of the same or a different  issuer  within a  particular  period of
time at a specified price or formula. A convertible security entitles the holder
to receive  interest  normally  paid or accrued on debt or the dividend  paid on
preferred  stock  until  the  convertible   security  matures  or  is  redeemed,
converted,   or  exchanged.   Convertible   securities  have  unique  investment
characteristics  in that they  generally  (1) have  higher  yields  than  common
stocks,  but lower yields than comparable  non-convertible  securities,  (2) are
less subject to fluctuation  in value than the underlying  stock since they have
fixed  income  characteristics,  and  (3)  provide  the  potential  for  capital
appreciation if the market price of the underlying common stock increases.  Most
convertible  securities  currently  are  issued by U.S.  companies,  although  a
substantial  Eurodollar  convertible  securities  market has developed,  and the
markets  for  convertible   securities   denominated  in  local  currencies  are
increasing.

The value of a  convertible  security  is a function of its  "investment  value"
(determined  by its yield in comparison  with the yields of other  securities of
comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the
underlying  common  stock).  The investment  value of a convertible  security is
influenced by changes in interest  rates,  with  investment  value  declining as
interest rates  increase and  increasing as interest  rates decline.  The credit
standing  of the  issuer  and  other  factors  also  may have an  effect  on the
convertible  security's  investment value. The conversion value of a convertible
security is determined by the market price of the  underlying  common stock.  If
the conversion  value is low relative to the investment  value, the price of the
convertible security is governed principally by its investment value. Generally,
the conversion value decreases as the convertible  security approaches maturity.
To the extent the market  price of the  underlying  common stock  approaches  or
exceeds the  conversion  price,  the price of the  convertible  security will be
increasingly   influenced  by  its  conversion  value.  A  convertible  security
generally  will sell at a premium  over its  conversion  value by the  extent to
which investors place value on the right to acquire the underlying  common stock
while holding a fixed income security.

A convertible  security may be subject to redemption at the option of the issuer
at a price established in the convertible security's governing instrument.  If a
convertible  security  is called for  redemption,  the Fund will be  required to
permit the issuer to redeem the security,  convert it into the underlying common
stock, or sell it to a third party.

DEBT OBLIGATIONS

The Fund may invest a portion of its assets in debt obligations. Issuers of debt
obligations have a contractual obligation to pay interest at a specified rate on
specified  dates and to repay  principal on a specified  maturity date.  Certain
debt  obligations  (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
and the Fund may have to replace such securities with lower yielding securities,
which could result in a lower return for the Fund.

PRICE VOLATILITY.  The market value of debt obligations is affected primarily 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.

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 maturity
form of debt obligation.

CREDIT QUALITY.  The values of debt  obligations 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  Nationally   Recognized   Statistical  Rating   Organizations
("NRSROs").

DEPOSITARY RECEIPTS

The Fund may invest in foreign  securities  by purchasing  depositary  receipts,
including American Depositary Receipts ("ADRs") and European Depositary Receipts
("EDRs"),  or other  securities  convertible into securities of foreign issuers.
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 form,  may be  denominated  in other
currencies and are designed for use in the 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 Fund's investment policies,  ADRs and EDRs are
deemed  to have  the  same  classification  as the  underlying  securities  they
represent,  except  that ADRs and EDRs  shall be  treated  as  indirect  foreign
investments.  For example, an ADR or EDR representing  ownership of common stock
will be treated as common stock. Depositary receipts do not eliminate all of the
risks associated with directly investing in the securities of foreign issuers.

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 depositary may establish an unsponsored facility without  participation by (or
even  necessarily  the  permission  of) the issuer of the deposited  securities,
although  typically the depositary  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 facility.  The depositary  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  distributions,  and
the  performance of other  services.  The depositary of an unsponsored  facility
frequently is under no  obligation to pass through  voting rights to ADR holders
in respect of the deposited securities.  In addition, an unsponsored facility is
generally not obligated to distribute communications received from the issuer of
the deposited  securities or to disclose material  information about such issuer
in the U.S. and there may not be a correlation  between such information and the
market value of the depositary receipts.

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 depositary. The deposit agreement sets out the rights
and  responsibilities of the issuer, the depositary,  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
depositary),  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

IN  GENERAL.  The Fund may use  derivative  instruments  for any lawful  purpose
consistent  with its  investment  objective  such as hedging or  managing  risk.
Derivative  instruments are commonly defined to include  securities or contracts
whose values depend on (or "derive" from) the value of one or more other assets,
such as  securities,  currencies,  or  commodities.  These  "other  assets"  are
commonly referred to as "underlying assets."

A  derivative  instrument  generally  consists  of, is based  upon,  or exhibits
characteristics  similar to OPTIONS or FORWARD  CONTRACTS.  Options  and forward
contracts are considered to be the basic "building  blocks" of derivatives.  For
example, forward-based derivatives include forward contracts, swap contracts, as
well as  exchange-traded  futures.  Option-based  derivatives  include privately
negotiated,  over-the-counter  ("OTC") options (including caps, floors, collars,
and  options on  forward  and swap  contracts)  and  exchange-traded  options on
futures.  Diverse types of  derivatives  may be created by combining  options or
forward  contracts in different ways, and by applying these structures to a wide
range of underlying assets.

An option is a contract in which the "holder" (the buyer) pays a certain  amount
("premium")  to the  "writer"  (the  seller) to obtain  the  right,  but not the
obligation,  to buy from the  writer  (in a "call")  or sell to the writer (in a
"put") a specific asset at an agreed upon price at or before a certain time. The
holder pays the premium at inception  and has no further  financial  obligation.
The holder of an option-based  derivative  generally will benefit from favorable
movements  in  the  price  of  the  underlying  asset  but  is  not  exposed  to
corresponding  losses due to adverse  movements  in the value of the  underlying
asset. The writer of an option-based  derivative  generally will receive fees or
premiums  but  generally is exposed to losses due to changes in the value of the
underlying asset.

A forward is a sales contract  between a buyer (holding the "long" position) and
a seller  (holding the "short"  position)  for an asset with  delivery  deferred
until a future date.  The buyer agrees to pay a fixed price at the agreed future
date and the seller  agrees to  deliver  the  asset.  The seller  hopes that the
market price on the delivery date is less than the agreed upon price,  while the
buyer hopes for the contrary. The change in value of a forward-based  derivative
generally  is  roughly  proportional  to the  change in value of the  underlying
asset.

HEDGING.  The Fund may use derivative  instruments to protect  against  possible
adverse changes in the market value of securities held in, or are anticipated to
be held in, its portfolio.  Derivatives  may also be used to "lock-in"  realized
but  unrecognized  gains  in the  value  of its  portfolio  securities.  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 the opportunity for
gain by  offsetting  the  positive  effect of favorable  price  movements in the
hedged  investments.  To the extent that a hedge  matures  prior to or after the
disposition  of the  investment  subject to the  hedge,  any gain or loss on the
hedge will be realized  earlier or later than any offsetting gain or loss on the
hedged investment.

MANAGING RISK. The Fund may also use derivative  instruments to manage the risks
of its portfolio.  Risk management  strategies include,  but are not limited to,
facilitating the sale of portfolio  securities,  managing the effective maturity
or duration of debt obligations in its portfolio, establishing a position in the
derivatives markets as a substitute for buying or selling certain securities, or
creating or altering exposure to certain asset classes, such as equity, debt, or
foreign  securities.  The  use of  derivative  instruments  may  provide  a less
expensive,  more  expedient  or more  specifically  focused  way to invest  than
"traditional" securities (I.E., stocks or bonds) would.

EXCHANGE AND OTC DERIVATIVES.  Derivative  instruments may be exchange-traded or
traded in OTC transactions between private parties.  Exchange-traded derivatives
are standardized options and futures contracts traded in an auction on the floor
of a regulated  exchange.  Exchange  contracts  are generally  very liquid.  The
exchange clearinghouse is the counterparty of every contract.  Thus, each holder
of an exchange contract bears the credit risk of the clearinghouse  (and has the
benefit  of  its   financial   strength)   rather  than  that  of  a  particular
counterparty.  OTC  transactions  are subject to additional  risks,  such as 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.

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

(1) MARKET RISK.  The primary risk of derivatives is the same as the risk of the
underlying  assets,  namely that the value of the underlying  asset may go up or
down.  Adverse movements in the value of an underlying asset can expose the Fund
to  losses.  Derivative  instruments  may  include  elements  of  leverage  and,
accordingly,  the  fluctuation  of the  value of the  derivative  instrument  in
relation  to the  underlying  asset  may be  magnified.  The  successful  use of
derivative  instruments  depends  upon a variety of  factors,  particularly  the
ability of the Advisor to predict movements of the securities,  currencies,  and
commodity  markets,  which requires  different skills than predicting changes in
the  prices  of  individual  securities.  There  can be no  assurance  that  any
particular strategy adopted will succeed.  The Advisor's decision to engage in a
derivative instrument will reflect its judgment that the derivative  transaction
will provide value to the Fund and its  shareholders  and is consistent with the
Fund's objectives,  investment  limitations,  and operating policies.  In making
such a  judgment,  the  Advisor  will  analyze  the  benefits  and  risks of the
derivative  transaction  and weigh  them in the  context  of the  Fund's  entire
portfolio and investment objective.

(2)  CREDIT  RISK.  The Fund  will be  subject  to the  risk  that a loss may be
sustained as a result of the failure of a counterparty  to comply with the terms
of a derivative instrument. The counterparty risk for exchange-traded derivative
instruments  is generally  less than for privately  negotiated or OTC derivative
instruments,  since  generally  a  clearing  agency,  which  is  the  issuer  or
counterparty  to  each  exchange-traded  instrument,  provides  a  guarantee  of
performance. For privately negotiated instruments,  there is no similar clearing
agency  guarantee.  In all  transactions,  the Fund  will bear the risk that the
counterparty  will  default,  and this  could  result in a loss of the  expected
benefit of the derivative  transaction and possibly other losses.  The Fund will
enter into transactions in derivative  instruments only with counterparties that
the Advisor reasonably believes are capable of performing under the contract.

(3) CORRELATION RISK. When a derivative  transaction is used to completely hedge
another  position,  changes in the market  value of the combined  position  (the
derivative  instrument  plus the position being hedged) result from an imperfect
correlation  between the price movements of the two instruments.  With a perfect
hedge, the value of the combined  position  remains  unchanged for any change in
the price of the underlying  asset.  With an imperfect  hedge, the values of the
derivative  instrument and its hedge are not perfectly  correlated.  Correlation
risk  is the  risk  that  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 a derivative  instruments
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 investments,  the hedge would not be perfectly correlated. 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 hedges using instruments on
indices  will  depend,  in part,  on the  degree of  correlation  between  price
movements in the index and price movements in the investments being hedged.

(4) LIQUIDITY RISK.  Derivatives  are also subject to liquidity risk.  Liquidity
risk is the risk that a  derivative  instrument  cannot be sold,  closed out, or
replaced quickly at or very close to its fundamental value. Generally,  exchange
contracts are very liquid because the exchange clearinghouse is the counterparty
of every  contract.  OTC  transactions  are  less  liquid  than  exchange-traded
derivatives  since they often can only be closed out with the other party to the
transaction.  The Fund might be required by applicable regulatory requirement to
maintain assets as "cover," maintain  segregated  accounts,  designate assets on
its books and records,  and/or make margin  payments when it takes  positions in
derivative instruments involving obligations to third parties (I.E., instruments
other than purchased options). If the Fund was 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,  matured,  or was
closed out. 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. The Fund's ability to sell or 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
counterparty  to enter into a transaction  closing out the position.  Therefore,
there is no assurance that any derivatives position can be sold or closed out at
a time and price that is favorable to the Fund.

(5)  LEGAL  RISK.   Legal  risk  is  the  risk  of  loss  caused  by  the  legal
unenforcibility  of a party's  obligations  under the derivative.  While a party
seeking price certainty agrees to surrender the potential upside in exchange for
downside protection, the party taking the risk is looking for a positive payoff.
Despite this voluntary assumption of risk, a counterparty that has lost money in
a derivative  transaction  may try to avoid payment by exploiting  various legal
uncertainties about certain derivative products.

(6) SYSTEMIC OR "INTERCONNECTION" RISK.  Interconnection risk is the risk that a
disruption  in the  financial  markets  will cause  difficulties  for all market
participants.  In other words,  a disruption  in one market will spill over into
other markets,  perhaps  creating a chain reaction.  Much of the OTC derivatives
market  takes  place  among the OTC dealers  themselves,  thus  creating a large
interconnected web of financial obligations.  This interconnectedness raises the
possibility  that a default by one large  dealer  could  create  losses at other
dealers and destabilize the entire market for OTC derivative instruments.

GENERAL LIMITATIONS.  The use of derivative 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 Fund's ability to use
derivative instruments may be limited by certain tax considerations.

The Fund has filed a notice of eligibility  for exclusion from the definition of
the term  "commodity  pool  operator"  with the  CFTC and the  National  Futures
Association,  which regulate trading in the futures markets.  In accordance with
Rule 4.5 of the regulations under the Commodity Exchange Act ("CEA"), the notice
of  eligibility  for the 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 the 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 futures
contracts and related options  positions are "in the money," do not exceed 5% of
the Fund's net assets.  Adherence to these  guidelines does not limit the Fund's
risk to 5% of the Fund's assets.

The  SEC  has  identified   certain  trading  practices   involving   derivative
instruments  that involve the  potential for  leveraging  the Fund's assets in a
manner that raises  issues  under the 1940 Act. In order to limit the  potential
for the leveraging of the Fund's assets,  as defined under the 1940 Act, the SEC
has stated that the Fund may use coverage or  designation  of the Fund's assets.
To the extent required by SEC guidelines,  the Fund will not enter into any such
transactions  unless it owns either: (1) an offsetting  ("covered")  position in
securities,  options, futures, or derivative instruments;  or (2) cash or liquid
securities positions with a value sufficient at all times to cover its potential
obligations to the extent that the position is not "covered". The Fund will also
designate  on its  record  liquid  assets if  required  to do so by SEC and CFTC
regulations.  Assets  designated on the Fund's  records cannot be sold while the
derivative  position is open, unless they are replaced with similar assets. As a
result,  the  designation  of a large  portion of the Fund's assets could impede
portfolio  management or the Fund's ability to meet redemption requests or other
current obligations.

In some cases,  the Fund may be  required  to  maintain  or limit  exposure to a
specified  percentage of its assets to a particular  asset class. In such cases,
when the Fund uses a derivative  instrument to increase or decrease  exposure to
an asset class and is required by applicable SEC guidelines to designate  liquid
assets on its books and records to secure its  obligations  under the derivative
instruments,  the Advisor may, where  reasonable in light of the  circumstances,
measure compliance with the applicable  percentage by reference to the nature of
the economic  exposure created through the use of the derivative  instrument and
not by reference to the nature of the  exposure  arising from the liquid  assets
designated on the Fund's books and records  (unless  another  interpretation  is
specified by applicable regulatory requirements).

OPTIONS.  The Fund may use options for any lawful  purpose  consistent  with its
investment  objective  such as hedging or managing risk. An option is a contract
in which the  "holder"  (the buyer)  pays a certain  amount  ("premium")  to the
"writer" (the seller) to obtain the right,  but not the obligation,  to buy from
the writer (in a "call") or sell to the writer (in a "put") a specific  asset at
an agreed upon price ("strike price" or "exercise price") at or before a certain
time  ("expiration  date").  The holder pays the premium at inception and has no
further  financial  obligation.  The  holder  of an  option  will  benefit  from
favorable  movements in the price of the underlying  asset but is not exposed to
corresponding  losses due to adverse  movements  in the value of the  underlying
asset.  The writer of an option will  receive fees or premiums but is exposed to
losses due to changes in the value of the underlying  asset. The Fund may buy or
write (sell) put and call  options on assets,  such as  securities,  currencies,
financial  commodities,  and indices of debt and equity securities  ("underlying
assets")  and enter into  closing  transactions  with respect to such options to
terminate an existing  position.  Options used by the Fund may include European,
American,  and  Bermuda  style  options.  If an  option is  exercisable  only at
maturity,  it is a  "European"  option;  if  it is  also  exercisable  prior  to
maturity,  it is an  "American"  option.  If it is  exercisable  only at certain
times, it is a "Bermuda" option.

The Fund may purchase  (buy) and write  (sell) put and call  options  underlying
assets and enter  into  closing  transactions  with  respect to such  options to
terminate an existing  position.  The purchase of a call option serves as a long
hedge, and the purchase of a put option serves as a short hedge.  Writing put or
call  options  can enable the 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 the Fund would be  considered  illiquid to the
extent  described  under   "Investment   Policies  and  Techniques  --  Illiquid
Securities."  Writing  put  options  serves  as a  limited  long  hedge  because
decreases 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.

The Fund may  effectively  terminate its right or obligation  under an option by
entering  into a closing  transaction.  For example,  the 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,  the 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 Fund to realize the profit or
limit the loss on an option position prior to its exercise or expiration.

The  Fund  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. In contrast, OTC options
are  contracts  between  the  Fund  and  the  other  party  to  the  transaction
("counterparty")  (usually  a  securities  dealer  or a bank)  with no  clearing
organization  guarantee.  Thus, when the Fund purchases or writes an OTC option,
it  relies  on the  counterparty  to  make or take  delivery  of the  underlying
investment  upon exercise of the option.  Failure by the  counterparty  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 Fund's  ability to  establish  and close out  positions  in  exchange-listed
options  depends  on the  existence  of a liquid  market.  The Fund  intends  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  counterparty,  or by a
transaction in the secondary market if any such market exists. Although the Fund
will enter into OTC options  only with  counter  parties that are expected to be
capable  of  entering  into  closing  transactions  with the  Fund,  there is no
assurance  that the Fund  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
counterparty,  the Fund might be unable to close out an OTC option  position  at
any time prior to its  expiration.  If the 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 Fund may engage in options  transactions  on indices in much the same manner
as the options on securities discussed above, except the index options may serve
as a hedge against overall  fluctuations in the securities market represented by
the relevant market index.

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  from the  effectiveness  of the
attempted hedging.

SPREAD TRANSACTIONS. The Fund may use spread transactions for any lawful purpose
consistent  with its investment  objective such as hedging or managing risk. The
Fund may purchase covered spread options from securities  dealers.  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  relation  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.  The Fund may use futures  contracts for any lawful  purpose
consistent  with its investment  objective such as hedging or managing risk. The
Fund may enter into futures contracts,  including,  but not limited to, interest
rate and index  futures.  The 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 Fund 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 Fund will engage in
this strategy only when the Advisor believes it is more advantageous to the Fund
than purchasing the futures contract.

To the extent  required  by  regulatory  authorities,  the Fund only enters 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 the Fund's exposure to market or interest rate fluctuations, the Fund may
be able to hedge its  exposure  more  effectively  and  perhaps  at a lower cost
through the use of 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  (E.G.,  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.  Transaction  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,  the Fund realizes a gain; if it is more,  the Fund realizes a loss.
Conversely,  if the  offsetting  sale price is more than the  original  purchase
price,  the Fund realizes a gain; if it is less,  the Fund realizes a loss.  The
transaction costs must also be included in these  calculations.  There can be no
assurance,  however,  that the Fund  will be able to  enter  into an  offsetting
transaction with respect to a particular  futures contract at a particular time.
If the 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 the Fund upon entering into a futures contract.  Instead, at
the  inception  of a futures  contract,  the 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 and/or
other  appropriate  liquid assets 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,  the 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.

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 the Fund's obligations to or from a futures broker. When the
Fund purchases an option on a future, the premium paid plus transaction costs is
all that is at risk.  In  contrast,  when the 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 the 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 Fund intends 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 the 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  designate  liquid  assets on its books and
records.

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 markets 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  CURRENCIES.  The Fund may purchase and sell foreign  currency on a spot
basis, and may use currency-related  derivatives  instruments such as options on
foreign currencies, futures on foreign currencies, options on futures on foreign
currencies and forward  currency  contracts  (I.E., 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 Fund may use these  instruments
for hedging or any other lawful purpose  consistent  with the Fund's  investment
objective,  including transaction hedging,  anticipatory hedging, cross hedging,
proxy  hedging,  and  position  hedging.  The  Fund's  use  of  currency-related
derivative  instruments  will be  directly  related  to the  Fund's  current  or
anticipated  portfolio  securities,  and the Fund may engage in  transactions in
currency-related  derivative  instruments as a means to protect  against some or
all of the effects of adverse changes in foreign currency  exchange rates on its
investment  portfolio.  In  general,  if  the  currency  in  which  a  portfolio
investment is denominated  appreciates against the U.S. dollar, the dollar value
of the security will increase. Conversely, a decline in the exchange rate of the
currency would adversely affect the value of the portfolio  investment expressed
in U.S. dollars.

For example, the Fund might use currency-related derivative instruments to "lock
in" a U.S. dollar price for a portfolio investment, thereby enabling the Fund to
protect  itself  against a possible loss resulting from an adverse change in the
relationship between the U.S. dollar and the subject foreign currency during the
period  between the date the security is purchased or sold and the date on which
payment is made or received. The Fund also might use currency-related derivative
instruments  when the  Advisor  believes  that one  currency  may  experience  a
substantial movement against another currency, including the U.S. dollar, and it
may use currency-related derivative instruments to sell or buy the amount of the
former foreign  currency,  approximating  the value of some or all of the Fund's
portfolio securities denominated in such foreign currency. Alternatively,  where
appropriate,  the Fund may use currency-related  derivative instruments to hedge
all or part of its  foreign  currency  exposure  through  the use of a basket of
currencies  or a proxy  currency  where such  currency or  currencies  act as an
effective proxy for other  currencies.  The use of this basket hedging technique
may be more  efficient  and  economical  than  using  separate  currency-related
derivative instruments for each currency exposure held by the Fund. Furthermore,
currency-related  derivative  instruments  may be used  for  short  hedges - for
example,  the Fund  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.

In addition, the Fund may use a currency-related  derivative instrument to shift
exposure to foreign  currency  fluctuations  from one foreign country to another
foreign country where the Advisor  believes that the foreign  currency  exposure
purchased will  appreciate  relative to the U.S.  dollar and thus better protect
the Fund against the expected decline in the foreign currency exposure sold. For
example,  if the Fund owns securities  denominated in a foreign currency and the
Advisor  believes  that  currency  will  decline,  it might enter into a forward
contract  to sell an  appropriate  amount of the first  foreign  currency,  with
payment to be made in a second foreign  currency that the Advisor believes would
better  protect the Fund against the decline in the first  security than would a
U.S. dollar exposure.  Hedging  transactions that use two foreign currencies are
sometimes  referred to as "cross hedges." The effective use of  currency-related
derivative  instruments  by the  Fund  in a  cross  hedge  is  dependent  upon a
correlation  between  price  movements of the two currency  instruments  and the
underlying security involved,  and the use of two currencies  magnifies the risk
that movements in the price of one instrument may not correlate or may correlate
unfavorably with the foreign  currency being hedged.  Such a lack of correlation
might occur due to factors  unrelated to the value of the  currency  instruments
used or investments being hedged,  such as speculative or other pressures on the
markets in which these instruments are traded.

The Fund also 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 Fund may hedge against  price  movements in that currency by
entering into  transactions  using  currency-related  derivative  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 use of currency-related derivative instruments by the Fund involves a number
of risks. The value of  currency-related  derivative  instruments 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  derivative
instruments,  the Fund could be  disadvantaged  by having to deal in the odd lot
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 (generally consisting of transactions of greater than $1 million).

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 re-open.

Settlement of transactions in currency-related  derivative  instruments might be
required to take place within the country issuing the underlying currency. Thus,
the Fund 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.

When  the  Fund  engages  in  a  transaction  in a  currency-related  derivative
instrument,  it  relies  on the  counterparty  to make or take  delivery  of the
underlying  currency at the maturity of the  contract or otherwise  complete the
contract.  In other words,  the Fund will be subject to the risk that a loss may
be  sustained  by the Fund as a result of the  failure  of the  counterparty  to
comply  with  the  terms  of  the  transaction.   The   counterparty   risk  for
exchange-traded  instruments is generally less than for privately  negotiated or
OTC currency instruments, since generally a clearing agency, which is the issuer
or counterparty  to each  instrument,  provides a guarantee of performance.  For
privately negotiated instruments, there is no similar clearing agency guarantee.
In all  transactions,  the Fund will bear the risk  that the  counterparty  will
default,  and  this  could  result  in a loss  of the  expected  benefit  of the
transaction  and  possibly  other  losses to the Fund.  The Fund will enter into
transactions in currency-related derivative instruments only with counterparties
that the  Advisor  reasonably  believes  are  capable  of  performing  under the
contract.

Purchasers and sellers of currency-related derivative instruments may enter into
offsetting  closing  transactions  by selling or  purchasing,  respectively,  an
instrument  identical to the  instrument  purchased or sold.  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 counterparty.  Thus, there can be no assurance
that the Fund will in fact be able to close out a forward currency  contract (or
any other currency-related  derivative instrument) at a time and price favorable
to the Fund. In addition,  in the event of insolvency of the  counterparty,  the
Fund might be unable to close out a forward currency  contract at any time prior
to maturity. In the case of an exchange-traded instrument, the Fund will be able
to close the  position  out only on an exchange  that  provides a market for the
instruments.  The ability to establish and close out positions on an exchange is
subject to the  maintenance  of a liquid  market,  and there can be no assurance
that a liquid market will exist for any  instrument at any specific time. In the
case of a privately negotiated instrument,  the Fund will be able to realize the
value of the  instrument  only by entering into a closing  transaction  with the
issuer or finding a third  party buyer for the  instrument.  While the Fund will
enter into privately negotiated transactions only with entities who are expected
to be capable of entering into a closing transaction,  there can be no assurance
that the Fund will in fact be able to enter into such closing transactions.

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

Permissible  foreign  currency  options will include options traded primarily in
the OTC market.  Although options on foreign  currencies are traded primarily in
the OTC market,  the Fund will normally  purchase or sell OTC options on foreign
currency only when the Advisor  reasonably  believes a liquid  secondary  market
will exist for a particular option at any specific time.

There will be a cost to the Fund of engaging in transactions in currency-related
derivative  instruments  that will vary with  factors  such as the  contract  or
currency involved,  the length of the contract period, and the market conditions
then  prevailing.  The Fund  using  these  instruments  may have to pay a fee or
commission  or, in cases where the  instruments  are entered into on a principal
basis,  foreign exchange dealers or other  counterparties  will realize a profit
based on the difference  ("spread")  between the prices at which they are buying
and selling various currencies.  Thus, for example, a dealer may offer to sell a
foreign  currency  to the Fund at one  rate,  while  offering  a lesser  rate of
exchange should the Fund desire to resell that currency to the dealer.

When required by the SEC  guidelines,  the Fund will designate  liquid assets on
its books and  records to cover  potential  obligations  under  currency-related
derivative  instruments.  To the extent the Fund's assets are so set aside, they
cannot be sold while the  corresponding  currency  position is open, unless they
are replaced with similar assets.  As a result, if a large portion of the Fund's
assets are so set aside,  this could impede  portfolio  management or the Fund's
ability to meet redemption requests or other current obligations.

The   Advisor's   decision  to  engage  in  a   transaction   in  a   particular
currency-related  derivative instrument will reflect the Advisor's judgment that
the  transaction  will  provide  value to the Fund and its  shareholders  and is
consistent with the Fund's  objectives and policies.  In making such a judgment,
the Advisor will analyze the  benefits  and risks of the  transaction  and weigh
them  in  the  context  of the  Fund's  entire  portfolio  and  objectives.  The
effectiveness of any transaction in a currency-related  derivative instrument is
dependent on a variety of factors,  including the  Advisor's  skill in analyzing
and predicting currency values and upon a correlation between price movements of
the currency  instrument and the underlying  security.  There might be imperfect
correlation,  or even no  correlation,  between price movements of an instrument
and price  movements of  investments  being hedged.  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.  In  addition,  the  Fund's  use  of  currency-related
derivative  instruments  is  always  subject  to the risk that the  currency  in
question could be devalued by the foreign  government.  In such a case, any long
currency positions would decline in value and could adversely affect any hedging
position maintained by the Fund.

The Fund's dealing in currency-related  derivative instruments will generally be
limited to the  transactions  described  above.  However,  the Fund reserves the
right to use currency-related derivatives instruments for different purposes and
under  different  circumstances.  Of  course,  the Fund is not  required  to use
currency-related  derivatives  instruments  and  will  not do so  unless  deemed
appropriate  by the  Advisor.  It also  should  be  realized  that  use of these
instruments  does not  eliminate,  or protect  against,  price  movements in the
Fund's  securities that are attributable to other (I.E.,  non-currency  related)
causes. Moreover, while the use of currency-related  derivatives instruments may
reduce the risk of loss due to a decline in the value of a hedged  currency,  at
the same time the use of these  instruments  tends to limit any  potential  gain
that may result from an increase in the value of that currency.

SWAP  AGREEMENTS.  The  Fund may  enter  into  interest  rate,  credit  default,
securities  index,  commodity,  or  security  and  currency  exchange  rate swap
agreements  for  any  lawful  purpose  consistent  with  the  Fund's  investment
objective, such as for the purpose of attempting to obtain, enhance, or preserve
a  particular  desired  return or spread at a lower cost to the Fund than if the
Fund had invested  directly in an instrument that yielded that desired return or
spread.  The Fund also may  enter  into  swaps in order to  protect  against  an
increase  in the  price  of,  or  the  currency  exchange  rate  applicable  to,
securities that the Fund anticipates purchasing at a later date. Swap agreements
are two-party  contracts  entered into primarily by institutional  investors for
periods  ranging  from a few  weeks  to  several  years.  In a  standard  "swap"
transaction,  two parties  agree to exchange  the returns (or  differentials  in
rates of return) earned or realized on particular  predetermined  investments or
instruments.  The gross returns to be exchanged or "swapped" between the parties
are  calculated  with  respect to a "notional  amount"  (I.E.,  the return on or
increase  in  value of a  particular  dollar  amount  invested  at a  particular
interest rate) in a particular foreign currency,  or in a "basket" of securities
representing a particular index. Swap agreements may include 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;"
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;" and interest  rate  collars,  under which a party
sells a cap and  purchases  a floor,  or vice  versa,  in an  attempt to protect
itself  against  interest  rate  movements  exceeding  given  minimum or maximum
levels.

The  "notional  amount"  of the swap  agreement  is the  agreed  upon  basis for
calculating the obligations  that the parties to a swap agreement have agreed to
exchange.  Under most swap agreements  entered into by the Fund, the obligations
of the parties  would be exchanged on a "net  basis."  Consequently,  the Fund's
obligation  (or rights) under a swap  agreement  will generally be equal only to
the net amount to be paid or received under the agreement  based on the relative
values of the positions held by each party to the agreement ("net amount").  The
Fund's  obligation  under a swap agreement will be accrued daily (offset against
amounts  owed to the Fund) and any accrued but unpaid net amounts owed to a swap
counterparty  will be covered by  designating  liquid assets on the Fund's books
and records.

Whether the Fund's use of swap  agreements  will be successful in furthering its
investment  objective will depend,  in part, on the Advisor's ability to predict
correctly  whether  certain types of investments  are likely to produce  greater
returns  than  other  investments.  Swap  agreements  may  be  considered  to be
illiquid. Moreover, the Fund bears the risk of loss of the amount expected to be
received  under a swap  agreement in the event of the default or bankruptcy of a
swap agreement  counterparty.  Certain  restrictions  imposed on the Fund by the
Internal  Revenue Code of 1986 ("IRC") may limit the Fund's  ability to use swap
agreements. The swaps market is largely unregulated.

The Fund will enter swap  agreements only with  counterparties  that the Advisor
reasonably  believes are capable of  performing  under the swap  agreements.  If
there is a default by the other party to such a transaction,  the Fund will have
to rely  on its  contractual  remedies  (which  may be  limited  by  bankruptcy,
insolvency  or  similar  laws)  pursuant  to  the  agreements   related  to  the
transaction.

ADDITIONAL DERIVATIVE INSTRUMENTS AND STRATEGIES.  In addition to the derivative
instruments and strategies  described  above and in the Prospectus,  the Advisor
expects to discover additional derivative  instruments and other hedging or risk
management techniques.  The Advisor may utilize these new derivative instruments
and techniques to the extent that they are consistent with the Fund's investment
objective  and  permitted  by  the  Fund's  investment  limitations,   operating
policies, and applicable regulatory authorities.

FOREIGN INVESTMENT COMPANIES

The Fund may invest, to a limited extent, in foreign investment companies.  Some
of the countries in which the Fund invests 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.  In addition,  it may be less expensive and
more  expedient  for the Fund to  invest in a foreign  investment  company  in a
country that permits direct foreign investment.  Investing through such vehicles
may  involve  frequent or layered  fees or  expenses  and may also be subject to
limitation under the 1940 Act. Under the 1940 Act, the Fund may invest up to 10%
of its assets in shares of other 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.  The Fund does
not intend to invest in such investment companies unless, in the judgment of the
Advisor,  the potential benefits of such investments  justify the payment of any
associated fees and expenses.

FOREIGN SECURITIES

Investing  in  foreign  securities  involves  a series of risks not  present  in
investing in U.S.  securities.  Many of the foreign  securities held by the Fund
will not be registered  with the SEC, nor will the foreign issuers be subject to
SEC reporting  requirements.  Accordingly,  there may be less publicly available
information  concerning  foreign  issuers of securities held by the Fund than is
available concerning U.S. companies. Disclosure and regulatory standards in many
respects are less  stringent in emerging  market  countries than in the U.S. and
other  major  markets.  There  also  may be a  lower  level  of  monitoring  and
regulation of emerging  markets and the activities of investors in such markets,
and  enforcement  of existing  regulations  may be  extremely  limited.  Foreign
companies, and in particular,  companies in smaller and emerging capital markets
are  not  generally  subject  to  uniform  accounting,  auditing  and  financial
reporting  standards,  or to other regulatory  requirements  comparable to those
applicable to U.S. companies. The Fund's net investment income and capital gains
from its foreign  investment  activities may be subject to non-U.S.  withholding
taxes.

The costs  attributable to foreign  investing that the Fund must bear frequently
are higher than those attributable to domestic  investing;  this is particularly
true  with  respect  to  emerging  capital  markets.  For  example,  the cost of
maintaining  custody of foreign  securities exceeds custodian costs for domestic
securities,  and  transaction  and  settlement  costs of foreign  investing also
frequently  are higher  than those  attributable  to domestic  investing.  Costs
associated  with the exchange of  currencies  also make foreign  investing  more
expensive  than  domestic  investing.   Investment  income  on  certain  foreign
securities in which the Fund may invest may be subject to foreign withholding or
other  government  taxes that could reduce the return of these  securities.  Tax
treaties  between  the U.S.  and  foreign  countries,  however,  may  reduce  or
eliminate the amount of foreign tax to which the Fund would be subject.

Foreign markets also have different clearance and settlement procedures,  and in
certain markets there have been times when  settlements have failed to keep pace
with the volume of securities transactions,  making it difficult to conduct such
transactions. Delays in settlement could result in temporary periods when assets
of the Fund are uninvested and are earning no investment  return.  The inability
of the Fund to make intended security purchases due to settlement problems could
cause the Fund to miss  investment  opportunities.  Inability  to  dispose  of a
portfolio  security due to settlement  problems could result either in losses to
the Fund due to subsequent  declines in the value of such portfolio security or,
if the Fund has entered  into a contract to sell the  security,  could result in
possible liability to the purchaser.

HIGH-YIELD (HIGH-RISK) SECURITIES

IN GENERAL.  Non-investment grade debt obligations ("lower-quality  securities")
include (1) bonds rated as low as C by Moody's Investors ("Moody's"), Standard &
Poor's  Ratings  Group  ("S&P"),  and  comparable  ratings  of other  nationally
recognized  statistical rating  organizations  ("NRSROs");  (2) commercial paper
rated as low as C by S&P, Not Prime by Moody's,  and comparable ratings of other
NRSROs;  and (3) unrated debt obligations 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  and present a significant  risk for loss of principal and interest.
The  special  risk  considerations  in  connection  with  investments  in  these
securities are discussed  below.  Refer to the Appendix for a description of the
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 conditions 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,  the 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
the Fund's net asset value. If the 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),
the Fund may be forced to liquidate these securities at a substantial  discount.
Any such liquidation would force the Fund to sell the more liquid portion of its
portfolio.

PAYMENT EXPECTATIONS.  Lower-quality and comparable unrated securities typically
contain  redemption,  call, or prepayment  provisions  that 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, the Fund may have to replace
the  securities  with a lower yielding  security,  which would result in a lower
return for the Fund.

CREDIT RATINGS.  Credit ratings issued by credit rating agencies are designed to
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  obligations  will be more dependent on the Advisor's credit
analysis  than  would be the case  with  investments  in  investment-grade  debt
obligations.  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 the 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.  The 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 Fund anticipates 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,  the  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 the 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.

LEGISLATION.  Legislation may be adopted,  from time to time,  designed to limit
the use of certain  lower-quality and comparable  unrated  securities by certain
issuers.  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.

ILLIQUID SECURITIES

The Fund may  invest  in  illiquid  securities  (I.E.,  securities  that are not
readily marketable).  However, the Fund will not acquire illiquid securities if,
as a result, the illiquid securities would comprise more than 15% (10% for money
market  funds) of the value of the Fund's  net assets (or such other  amounts as
may be permitted under the 1940 Act).  However,  as a matter of internal policy,
the Advisor  intends to limit the Fund's  investments in illiquid  securities to
10% of its net assets.

The Board of Directors of the 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  ("Securities  Act"),  such as
securities that may be resold to  institutional  investors under Rule 144A under
the Securities Act and Section 4(2) commercial  paper, may be considered  liquid
under  guidelines  adopted  by the  Fund's  Board  of  Directors.  The  Board of
Directors of the Fund has delegated to the Advisor the day-to-day  determination
of the liquidity of a security,  although it has retained oversight and ultimate
responsibility for such determinations.  The Board of Directors has directed the
Advisor to look to such  factors as (1) the  frequency of trades or quotes for a
security, (2) the number of dealers willing to purchase or sell the security and
number of potential buyers,  (3) the willingness of dealers to undertake to make
a market in the  security,  (4) the  nature of the  security  and  nature of the
marketplace  trades,  such as the time  needed to dispose of the  security,  the
method of soliciting offers,  and the mechanics of transfer,  (5) the likelihood
that the security's  marketability will be maintained throughout the anticipated
holding period,  and (6) any other relevant  factors.  The Advisor may determine
4(2)  commercial  paper to be  liquid  if (1) the 4(2)  commercial  paper is not
traded flat or in default as to principal and interest,  (2) the 4(2) commercial
paper is rated  in one of the two  highest  rating  categories  by at least  two
NRSROs, or if only one NRSRO rates the security, by that NRSRO, or is determined
by the Advisor to be of equivalent  quality,  and (3) the Advisor  considers the
trading  market for the  specific  security  taking into  account  all  relevant
factors.  With  respect  to any  foreign  holdings,  a foreign  security  may be
considered  liquid by the  Advisor  (despite  its  restricted  nature  under the
Securities  Act) if the  security can be freely  traded in a foreign  securities
market and all the facts and circumstances support a finding of liquidity.

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,  the 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,  the Fund
might  obtain a less  favorable  price than  prevailed  when it decided to sell.
Restricted  securities  will be priced in  accordance  with  pricing  procedures
adopted by the Board of Directors of the Fund.  If through the  appreciation  of
restricted  securities or the  depreciation of unrestricted  securities the 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 that are not
readily  marketable (except for 144A Securities and 4(2) commercial paper deemed
to be  liquid  by the  Advisor),  the Fund  will  take  such  steps as is deemed
advisable, if any, to protect the liquidity of the Fund's portfolio.

The Fund may sell 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 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.

LENDING OF PORTFOLIO SECURITIES

The 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.  Although the
Fund is  authorized  to lend,  the Fund does not  presently  intend to engage in
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 Fund will retain  authority to terminate
any loans at any time. The Fund 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 Fund 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 Fund 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 the Fund's
interest.

MORTGAGE- AND ASSET-BACKED DEBT 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  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.  Asset-backed debt obligations  represent direct or
indirect  participation  in, or are secured by and payable from,  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.  The credit quality of most
asset-backed  securities  depends  primarily on the credit quality of the assets
underlying  such  securities,  how well  the  entity  issuing  the  security  is
insulated  from  the  credit  risk of the  originator  or any  other  affiliated
entities,  and  the  amount  and  quality  of  any  credit  enhancement  of  the
securities.  Payments or distributions of principal and interest on asset-backed
debt  obligations  may be  supported  by  non-governmental  credit  enhancements
including  letters  of  credit,   reserve  funds,   overcollateralization,   and
guarantees by third parties.  The market for privately issued  asset-backed debt
obligations is smaller and less liquid than the market for government  sponsored
mortgage-backed securities.

The rate of principal payment on mortgage- and asset-backed securities generally
depends on the rate of  principal  payments  received on the  underlying  assets
which in turn may be affected by a variety of economic and other  factors.  As a
result,  the yield on any  mortgage- and  asset-backed  security is difficult to
predict with precision and actual yield to maturity may be more or less than the
anticipated  yield to  maturity.  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 the 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 the 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 the 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.

While many mortgage- and asset-backed  securities are issued with only one class
of security, many are issued in more than one class, each with different payment
terms.  Multiple class mortgage- and asset-backed  securities are issued for two
main  reasons.  First,  multiple  classes  may be used as a method of  providing
credit support.  This is accomplished  typically through creation of one or more
classes whose right to payments on the security is made subordinate to the right
to such payments of the remaining class or classes. Second, multiple classes may
permit the issuance of securities  with payment terms,  interest rates, or other
characteristics  differing  both from  those of each other and from those of the
underlying   assets.   Examples  include  so-called   "strips"   (mortgage-  and
asset-backed securities entitling the holder to disproportionate  interests with
respect to the  allocation of interest and  principal of the assets  backing the
security),  and  securities  with class or classes having  characteristics  that
mimic the characteristics of non-mortgage- or asset-backed  securities,  such as
floating  interest  rates  (I.E.,  interest  rates  which  adjust as a specified
benchmark changes) or scheduled amortization of principal.

The Fund 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 and principal only classes,  a rate of prepayment  that is
faster or slower than  anticipated may result in the Fund failing to recover all
or a portion of its investment,  even though the securities are rated investment
grade.

Mortgage- and asset-backed  securities backed by assets, other than as described
above, or in which the payment streams on the underlying assets are allocated in
a manner  different than those described above may be issued in the future.  The
Fund may invest in such  securities if such  investment is otherwise  consistent
with its investment objectives and policies and with the investment restrictions
of the Fund.

MUNICIPAL OBLIGATIONS

IN GENERAL. Municipal obligations are debt obligations issued by or on behalf of
states,  territories,  and  possessions of the United States and the District of
Columbia and their  political  subdivisions,  agencies,  and  instrumentalities.
Municipal  obligations generally include debt obligations issued to obtain funds
for various public purposes.  Certain types of municipal  obligations are issued
in whole or in part to obtain  funding  for  privately  operated  facilities  or
projects. Municipal obligations include general obligation bonds, revenue bonds,
industrial development bonds, notes, and municipal lease obligations.  Municipal
obligations  also  include  obligations,  the  interest  on which is exempt from
federal income tax, that may become available in the future as long as the Board
of  Directors  of the Fund  determines  that an  investment  in any such type of
obligation is consistent with the Fund's investment objective.

BONDS AND NOTES.  General obligation bonds are secured by the issuer's pledge of
its full  faith,  credit,  and  taxing  power for the  payment of  interest  and
principal.  Revenue  bonds are payable  only from the  revenues  derived  from a
project  or  facility  or from  the  proceeds  of a  specified  revenue  source.
Industrial  development  bonds are  generally  revenue bonds secured by payments
from and the credit of  private  users.  Municipal  notes are issued to meet the
short-term  funding  requirements  of state,  regional,  and local  governments.
Municipal notes include tax anticipation notes, bond anticipation notes, revenue
anticipation notes, tax and revenue anticipation notes, construction loan notes,
short-term  discount  notes,  tax-exempt  commercial  paper,  demand notes,  and
similar instruments.

LEASE OBLIGATIONS.  Municipal lease obligations may take the form of a lease, an
installment purchase, or a conditional sales contract.  They are issued by state
and  local  governments  and  authorities  to  acquire  land,   equipment,   and
facilities,  such  as  state  and  municipal  vehicles,  telecommunications  and
computer  equipment,  and other  capital  assets.  The Fund may  purchase  these
obligations  directly,  or it  may  purchase  participation  interests  in  such
obligations.   (See  "Participation  Interests"  below.)  Municipal  leases  are
generally  subject to greater risks than general  obligation  or revenue  bonds.
State   constitutions  and  statutes  set  forth  requirements  that  states  or
municipalities  must  meet in order to issue  municipal  obligations.  Municipal
leases  may  contain a  covenant  by the state or  municipality  to budget  for,
appropriate,  and make  payments  due under the  obligation.  Certain  municipal
leases may, however, contain "non-appropriation" clauses, which provide that the
issuer is not  obligated  to make  payments on the  obligation  in future  years
unless funds have been  appropriated  for this  purpose each year.  Accordingly,
such obligations are subject to "non-appropriation" risk. While municipal leases
are secured by the underlying  capital asset,  it may be difficult to dispose of
any such asset in the event of non-appropriation or other default.

MORTGAGE-BACKED  BONDS.  The Fund's  investments  in municipal  obligations  may
include  mortgage-backed  municipal  obligations,  which are a type of municipal
security issued by a state,  authority, or municipality to provide financing for
residential housing mortgages to target groups, generally low-income individuals
who  are  first-time  home  buyers.  The  Fund's  interest,  evidenced  by  such
obligations,  is an undivided interest in a pool of mortgages.  Payments made on
the  underlying  mortgages and passed  through to the Fund will  represent  both
regularly scheduled  principal and interest payments.  The Fund may also receive
additional  principal  payments  representing   prepayments  of  the  underlying
mortgages.  While a certain level of prepayments can be expected,  regardless of
the  interest  rate  environment,  it is  anticipated  that  prepayment  of  the
underlying  mortgages will accelerate in periods of declining interest rates. In
the  event  that  the  Fund  receives  principal   prepayments  in  a  declining
interest-rate environment, its reinvestment of such funds may be in bonds with a
lower yield.

PARTICIPATION INTERESTS

A  participation  interest  gives the Fund an undivided  interest in a municipal
obligation in the proportion that the Fund's participation interest bears to the
principal amount of the obligation.  These instruments may have fixed, floating,
or  variable  rates of  interest.  The Fund  will  only  purchase  participation
interests if  accompanied  by an opinion of counsel that the interest  earned on
the underlying municipal  obligations will be tax-exempt.  If the Fund purchases
unrated  participation  interests,  the Board of Directors or its delegate  must
have determined  that the credit risk is equivalent to the rated  obligations in
which the Fund may invest.  Participation interests may be backed by a letter of
credit or guaranty of the selling  institution.  When determining whether such a
participation  interest meets the Fund's credit quality  requirements,  the Fund
may look to the credit quality of any financial  guarantor providing a letter of
credit or guaranty.

REPURCHASE AGREEMENTS

The Fund may enter into  repurchase  agreements  with certain  banks or non-bank
dealers. In a repurchase  agreement,  the 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 the other party to the
agreement,  including possible delays or restrictions upon the 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 Fund  enters  into  repurchase  agreements  to
evaluate those risks. The Fund may, under certain circumstances, deem repurchase
agreements  collateralized  by U.S.  government  securities to be investments in
U.S. government securities.

REVERSE REPURCHASE AGREEMENTS AND MORTGAGE DOLLAR ROLLS

The Fund may engage in reverse  repurchase  agreements to  facilitate  portfolio
liquidity,  a practice  common in the mutual  fund  industry,  or for  arbitrage
transactions as discussed  below. In a reverse  repurchase  agreement,  the 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.  When  required  by  guidelines  of the SEC,  the Fund will set aside
permissible  liquid assets in a segregated  account to secure its obligations to
repurchase the security.

The 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  the  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 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 Fund.

The mortgage dollar rolls and reverse repurchase  agreements entered into by the
Fund may be used as arbitrage  transactions  in which the Fund will  maintain an
offsetting   position  in  investment   grade  debt  obligations  or  repurchase
agreements that mature on or before the settlement date on the related  mortgage
dollar  roll or  reverse  repurchase  agreements.  Since the 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 Fund that are associated with other types of leverage.

SHORT SALES

The Fund may sell securities  short (1) to hedge  unrealized  gains on portfolio
securities or (2) if it covers such short sale with liquid assets as required by
the current  rules and  positions  of the SEC or its staff.  Selling  securities
short against the box involves  selling a security that the Fund owns or has the
right to acquire,  for delivery at a specified  date in the future.  If the 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.

SMALL AND MEDIUM COMPANIES

The Fund may invest its  assets in small- and  medium-capitalization  companies.
While small- and  medium-capitalization  companies  generally have the potential
for rapid  growth,  investments  in small- and  medium-capitalization  companies
often  involve  greater  risks  than  investments  in larger,  more  established
companies  because  small-  and  medium-capitalization  companies  may  lack the
management  experience,   financial  resources,  product  diversification,   and
competitive  strengths of larger companies.  In addition,  in many instances the
securities of small- and medium-capitalization  companies are traded only OTC 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 small-  and  medium-capitalization  companies  may be  subject to
greater and more abrupt price  fluctuations.  When making large sales,  the 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 small and medium company securities. Investors should be aware
that, based on the foregoing  factors,  an investment in the Fund may be subject
to  greater  price  fluctuations  than an  investment  in the 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 Fund than in the
Fund that invests in larger, more established companies.

STANDBY COMMITMENTS

In order to  facilitate  portfolio  liquidity,  the  Fund  may  acquire  standby
commitments  from brokers,  dealers,  or banks with respect to securities in its
portfolio. Standby commitments entitle the holder to achieve same-day settlement
and receive an  exercise  price equal to the  amortized  cost of the  underlying
security plus accrued interest.  Standby commitments generally increase the cost
of the  acquisition  of the  underlying  security,  thereby  reducing the yield.
Standby  commitments  are  subject  to  the  issuer's  ability  to  fulfill  its
obligation  upon demand.  Although no definitive  creditworthiness  criteria are
used, the Advisor  reviews the  creditworthiness  of the brokers,  dealers,  and
banks from which the Fund obtains standby commitments to evaluate those risks.

TEMPORARY DEFENSIVE POSITION

The  fund  may  invest  without  limitation  in  cash or  cash-type  securities,
including  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, economic, or
political  conditions.  This could  reduce the benefit to the fund if the market
goes up. In this case, the fund may not achieve its investment goal.

U.S. GOVERNMENT SECURITIES

U.S.  government  securities are issued or guaranteed by the U.S.  government or
its agencies or  instrumentalities.  Securities issued by the government include
U.S. Treasury obligations,  such as Treasury bills, notes, and bonds. Securities
issued by government  agencies or  instrumentalities  include obligations of the
following:

o    the  Federal   Housing   Administration,   Farmers   Home   Administration,
     Export-Import Bank of the United States, Small Business Administration, and
     the  Government  National  Mortgage  Association  ("GNMA"),  including GNMA
     pass-through certificates, whose securities are supported by the full faith
     and credit of the United States;
o    the Federal Home Loan Banks,  Federal  Intermediate  Credit Banks,  and the
     Tennessee Valley Authority,  whose securities are supported by the right of
     the agency to borrow from the U.S. Treasury;
o    the Federal National Mortgage  Association,  whose securities are supported
     by the discretionary  authority of the U.S.  government to purchase certain
     obligations of the agency or instrumentality; and
o    the Student Loan Marketing Association, the Interamerican Development Bank,
     and International Bank for Reconstruction and Development, whose securities
     are supported only by the credit of such agencies.

Although  the  U.S.   government   provides   financial  support  to  such  U.S.
government-sponsored  agencies or  instrumentalities,  no assurance can be given
that  it  will  always  do  so.  The  U.S.   government  and  its  agencies  and
instrumentalities  do not  guarantee  the  market  value  of  their  securities;
consequently, the value of such securities will fluctuate.

VARIABLE- OR FLOATING-RATE SECURITIES

The Fund may invest in securities  which offer a variable- or  floating-rate  of
interest.  Variable-rate securities provide for automatic establishment of a new
interest rate at fixed intervals (E.G., daily,  monthly,  semi-annually,  etc.).
Floating-rate  securities  generally  provide for  automatic  adjustment  of the
interest rate whenever some specified interest rate index changes.  The interest
rate on  variable- or  floating-rate  securities  is  ordinarily  determined  by
reference to or is a percentage of a bank's prime rate, the 90-day U.S. Treasury
bill  rate,  the rate of  return on  commercial  paper or bank  certificates  of
deposit, an index of short-term interest rates, or some other objective measure.

Variable-  or  floating-rate  securities  frequently  include  a demand  feature
entitling the holder to sell the securities to the issuer at par. In many cases,
the demand  feature can be exercised at any time on seven days notice;  in other
cases,  the demand  feature is  exercisable  at any time on 30 days notice or on
similar notice at intervals of not more than one year. Some securities  which do
not  have  variable  or  floating  interest  rates  may be  accompanied  by puts
producing  similar  results  and price  characteristics.  When  considering  the
maturity  of any  instrument  which may be sold or put to the  issuer or a third
party, the Fund may consider that  instrument's  maturity to be shorter than its
stated maturity.

Variable-rate  demand notes include  master  demand notes which are  obligations
that  permit  the Fund to invest  fluctuating  amounts,  that may  change  daily
without penalty,  pursuant to direct  arrangements  between the Fund, as lender,
and the borrower. The interest rates on these notes fluctuate from time to time.
The issuer of such obligations normally has a corresponding right, after a given
period,  to prepay in its discretion  the  outstanding  principal  amount of the
obligations  plus accrued interest upon a specified number of days notice to the
holders  of  such  obligations.  The  interest  rate on a  floating-rate  demand
obligation is based on a known lending rate, such as a bank's prime rate, and is
adjusted  automatically each time such rate is adjusted.  The interest rate on a
variable-rate   demand   obligation  is  adjusted   automatically  at  specified
intervals.  Frequently,  such  obligations  are  secured by letters of credit or
other credit support  arrangements  provided by banks. Because these obligations
are direct  lending  arrangements  between  the lender and  borrower,  it is not
contemplated that such instruments will generally be traded.  There generally is
not an established  secondary  market for these  obligations,  although they are
redeemable at face value.  Accordingly,  where these obligations are not secured
by letters of credit or other credit support  arrangements,  the Fund's right to
redeem is dependent on the ability of the borrower to pay principal and interest
on demand.  Such obligations  frequently are not rated by credit rating agencies
and, if not so rated, the Fund may invest in them only if the Advisor determines
that at the time of investment the obligations are of comparable  quality to the
other  obligations in which the Fund may invest.  The Advisor,  on behalf of the
Fund, will consider on an ongoing basis the  creditworthiness  of the issuers of
the floating- and variable-rate demand obligations in the Fund's portfolio.

The Fund will not invest more than 15% of its net assets  (10% for money  market
funds) in variable- and  floating-rate  demand  obligations that are not readily
marketable (a variable- or floating-rate  demand obligation that may be disposed
of on not more than seven days notice will be deemed readily marketable and will
not be subject to this limitation). In addition, each variable- or floating-rate
obligation  must meet the  credit  quality  requirements  applicable  to all the
Fund's  investments at the time of purchase.  When  determining  whether such an
obligation  meets the Fund's credit quality  requirements,  the Fund may look to
the credit  quality of the financial  guarantor  providing a letter of credit or
other credit support arrangement.

In determining the Fund's weighted average portfolio maturity,  the Fund (except
money market funds) will consider a floating- or variable-rate  security to have
a  maturity  equal to its stated  maturity  (or  redemption  date if it has been
called for redemption), except that it may consider (1) variable-rate securities
to have a maturity equal to the period remaining until the next  readjustment in
the  interest  rate,  unless  subject  to a demand  feature,  (2)  variable-rate
securities subject to a demand feature to have a remaining maturity equal to the
longer  of (a) the next  readjustment  in the  interest  rate or (b) the  period
remaining  until  the  principal  can  be  recovered  through  demand,  and  (3)
floating-rate securities subject to a demand feature to have a maturity equal to
the period  remaining  until the  principal  can be  recovered  through  demand.
Variable- and floating-rate  securities  generally are subject to less principal
fluctuation  than  securities  without  these  attributes  since the  securities
usually trade at amortized cost following the readjustment in the interest rate.
Money market funds will  determine the maturity of floating-  and  variable-rate
securities  in  accordance  with Rule 2a-7 under the  Investment  Company Act of
1940.

WARRANTS

The 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.  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  to have more
speculative   characteristics  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.

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

The Fund may purchase securities on a when-issued or delayed-delivery basis. The
price of debt  obligations so purchased,  which may be expressed in yield terms,
generally is fixed at the time the  commitment to purchase is made, but delivery
and payment  for the  securities  take place at a later date.  During the period
between  the  purchase  and  settlement,  no  payment is made by the Fund to the
issuer and no  interest  on the debt  obligations  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   and
delayed-delivery  securities may be sold prior to the settlement  date, the Fund
intends to purchase such securities with the purpose of actually  acquiring them
unless a sale appears  desirable for  investment  reasons.  At the time the Fund
makes the commitment to purchase  these types of securities,  it will record the
transaction  and reflect the value of the security in determining  its net asset
value.  The Fund does not  believe  that its net asset  value will be  adversely
affected by these types of securities purchases.

To the extent  required by the SEC, the Fund will maintain  cash and  marketable
securities  equal in value to commitments  for  when-issued or  delayed-delivery
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 or delayed-delivery  securities,  the 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 or  delayed-delivery
securities  themselves  (which may have a market value  greater or less than the
Fund's payment obligation).

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

The Fund may invest in zero-coupon,  step-coupon,  and  pay-in-kind  securities.
These  securities  are debt  securities  that do not make regular cash  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 cash 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 zero-coupon,  step-coupon, and pay-in-kind securities to
include in income  each year the  portion of the  original  issue  discount  (or
deemed  discount) and other  non-cash  income on such  securities  accruing that
year.  In order to continue to qualify as a  "regulated  investment  company" or
"RIC" under the IRC and avoid a certain  excise tax, the Fund may be required to
distribute a portion of such  discount and income 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.


<PAGE>



                             DIRECTORS AND OFFICERS

The Board of  Directors  of the Fund is  responsible  for  managing  the  Fund's
business  and  affairs.  Directors  and  officers  of the  Fund,  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 1940 Act, is  indicated  by an asterisk
(*).  Each officer and director  holds the same  position with the 27 registered
open-end management  investment companies consisting of 61 mutual funds ("Strong
Funds").  The Strong  Funds,  in the  aggregate,  pay each Director who is not a
director,  officer,  or employee of the Advisor,  or any  affiliated  company (a
"disinterested  director")  an annual  fee of  $101,000  plus  $6,000  per Board
meeting,  except for the Chairman of the Independent  Directors  Committee.  The
Chairman  of the  Independent  Directors  Committee  receives  an annual  fee of
$111,100 plus $6,600 per Board meeting. The Independent Directors have formed an
Audit  Committee.  For their services on the Audit  Committee,  each Independent
Director receives an additional $2,500 per meeting attended. The Chairman of the
Audit  Committee  receives  $2,750  per  meeting  attended.  In  addition,  each
disinterested  director is  reimbursed  by the Strong Funds for travel and other
expenses incurred in connection with attendance at such meetings. Other officers
and  directors  of  the  Strong  Funds  receive  no   compensation   or  expense
reimbursement from the Strong Funds.

*RICHARD S.  STRONG (DOB  5/12/42),  Director  and  Chairman of the Board of the
Strong Funds.

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. Mr.
Strong has been in the investment management business since 1967.

MARVIN E. NEVINS (DOB 7/9/18), Director of the Strong Funds.

Private  Investor.  From 1945 to 1980,  Mr.  Nevins was  Chairman  of  Wisconsin
Centrifugal  Inc., a foundry.  From 1980 until 1981, Mr. Nevins was the Chairman
of the Wisconsin Association of Manufacturers & Commerce. He has been a Director
of A-Life Medical,  Inc., San Diego, CA since 1996 and Surface Systems,  Inc. (a
weather information company),  St. Louis, MO since 1992. 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 and Carroll College.

WILLIE D. DAVIS (DOB 7/24/34), Director of the Strong 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,  Dow Chemical  Company since 1988, MGM
Mirage (formerly MGM Grand, Inc.) (an  entertainment/hotel  company) since 1990,
Wisconsin Energy  Corporation  (formerly WICOR,  Inc.) (a utility company) since
1990, Johnson Controls, Inc. (an industrial company) since 1992, Checker's Drive
In  Restaurants,   Inc.   (formerly  Rally's   Hamburgers,   Inc.)  since  1994,
Metro-Goldwyn-Mayer,  Inc. (an  entertainment  company)  since 1998, and Bassett
Furniture  Industries,  Inc.  since  1997.  Mr.  Davis has been a trustee of the
University  of Chicago  since 1980 and Marquette  University  since 1988.  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.

STANLEY  KRITZIK (DOB 1/9/30),  Director and Chairman of the Audit  Committee of
the Strong Funds.

Mr. Kritzik has been a Partner of Metropolitan Associates since 1962, a Director
of Aurora  Health Care since 1987 and of Wisconsin  Health  Information  Network
since  November  1997,  and a member of the Board of  Governors  of the Snowmass
Village  Resort  Association  since  October  1999.  He was a Director of Health
Network Ventures, Inc. from 1992 until April 2000.

WILLIAM  F.  VOGT  (DOB  7/19/47),  Director  and  Chairman  of the  Independent
Directors Committee of the Strong Funds.

Mr. Vogt has been the President of Vogt Management Consulting,  Inc. since 1990.
From 1982 until 1990, he served as Executive  Director of University  Physicians
of the  University  of Colorado.  Mr. Vogt is the Past  President of the Medical
Group  Management  Association  and a Fellow of the American  College of Medical
Practice Executives.

NEAL MALICKY (DOB 9/14/34), Director of the Strong Funds.

Mr. Malicky has been President  Emeritus of  Baldwin-Wallace  College since July
2000.  From July 1999 to June 2000, he served as  Chancellor of  Baldwin-Wallace
College.  From 1981 to June  1999,  he served as  President  of  Baldwin-Wallace
College.  He is a Trustee  of  Southwest  Community  Health  Systems,  Cleveland
Scholarship  Program,  and The National  Conference  for  Community  Justice and
President of the Reserve Homeowners  Association.  He is also the Past President
of the  National  Association  of Schools and  Colleges of the United  Methodist
Church,  the Past  Chairperson of the  Association  of Independent  Colleges and
Universities  of Ohio,  and the Past  Secretary of the National  Association  of
Independent Colleges and Universities.

ELIZABETH N. COHERNOUR (DOB 4/26/50), Vice President and Secretary of the Strong
Funds.

Ms. Cohernour has been Senior Vice President,  General Counsel,  Secretary,  and
Chief  Compliance  Officer of the Advisor since August 2000.  Ms.  Cohernour has
been Senior Vice  President and General  Counsel of the Advisor  since  February
2000.  From February 1999 until January 2000, Ms.  Cohernour acted as Counsel to
MFP Investors.  From May 1988 to February 1999, Ms.  Cohernour  acted as General
Counsel and Vice President to Franklin Mutual Advisers, Inc.

CATHLEEN A. EBACHER (DOB 11/9/62), Vice President and Assistant Secretary of the
Strong Funds.

Ms. Ebacher has been Vice President,  Senior Counsel, and Assistant Secretary of
the Advisor  since  August  2000.  Ms.  Ebacher  has been Senior  Counsel of the
Advisor since December 1997. From November 1996 until December 1997, Ms. Ebacher
acted as Associate  Counsel to the Advisor.  From May 1992 until  November 1996,
Ms. Ebacher acted as Corporate Counsel to Carson Pirie Scott & Co., a department
store  retailer.  From June 1989 until May 1992, Ms. Ebacher was an attorney for
Reinhart, Boerner, Van Deuren, Norris & Rieselbach, s.c., a Milwaukee law firm.

RHONDA K. HAIGHT (DOB 11/13/64), Assistant Treasurer of the Strong Funds.

Ms.  Haight has been  Manager of the Mutual Fund  Accounting  Department  of the
Advisor  since January  1994.  From May 1990 to January  1994,  Ms. Haight was a
supervisor in the Mutual Fund  Accounting  Department of the Advisor.  From June
1987 to May 1990, Ms. Haight was a Mutual Fund Accountant of the Advisor.

SUSAN A. HOLLISTER (DOB 7/8/68),  Vice President and Assistant  Secretary of the
Strong Funds.

Ms.  Hollister  has  been  Vice  President,  Associate  Counsel,  and  Assistant
Secretary of the Advisor since August 2000.  Ms.  Hollister  has been  Associate
Counsel of the Advisor  since July 1999.  From  August 1996 until May 1999,  Ms.
Hollister  completed a Juris Doctor at the  University  of Wisconsin Law School.
From  December  1993 until August 1996,  Ms.  Hollister  was Deposit  Operations
Supervisor for First Federal Savings Bank, La Crosse - Madison.

DENNIS A. WALLESTAD (DOB 11/3/62), Vice President of the Strong Funds.

Mr.  Wallestad has been Director of Finance and  Operations of the Advisor since
February 1999.  From April 1997 to February  1999,  Mr.  Wallestad was the Chief
Financial  Officer of The Ziegler  Companies,  Inc.  From November 1996 to April
1997,  Mr.  Wallestad  was the Chief  Administrative  Officer of  Calamos  Asset
Management,  Inc.  From July 1994 to  November  1996,  Mr.  Wallestad  was Chief
Financial  Officer for Firstar Trust and Investments  Group. From September 1991
to June 1994 and from September 1985 to August 1989, Mr.  Wallestad was an Audit
Manager for Arthur Andersen & Co., LLP in Milwaukee.  Mr. Wallestad  completed a
Masters of  Accountancy  from the  University of Oklahoma from September 1989 to
August 1991.

JOHN W. WIDMER (DOB 1/19/65), Treasurer of the Strong Funds.

Mr. Widmer has been Treasurer of the Advisor since April 1999.  From May 1997 to
January  2000,  Mr.  Widmer was the Manager of  Financial  Management  and Sales
Reporting  Systems.  From May 1992 to May 1997, Mr. Widmer was an Accounting and
Business  Advisory  Manager in the Milwaukee office of Arthur Andersen LLP. From
June 1987 to May 1992, Mr. Widmer was an accountant at Arthur Andersen LLP.


<PAGE>



THOMAS M. ZOELLER (DOB 2/21/64), Vice President of the Strong Funds.

Mr.  Zoeller has been Senior Vice President and Chief  Financial  Officer of the
Advisor since  February  1998 and a member of the Office of the Chief  Executive
since  November  1998.  From October 1991 to February  1998, Mr. Zoeller was the
Treasurer and Controller of the Advisor, and from August 1991 to October 1991 he
was the  Controller.  From  August  1989 to August  1991,  Mr.  Zoeller  was the
Assistant  Controller of the Advisor.  From  September  1986 to August 1989, Mr.
Zoeller was a Senior Accountant at Arthur Andersen & Co.

Except for Messrs. Nevins, Davis, Kritzik, Vogt, and Malicky, the address of all
of the above persons is P.O. Box 2936, Milwaukee,  WI 53201. Mr. Nevins' address
is 6075 Pelican Bay Boulevard #1006, Naples, FL 34108. Mr. Davis' address is 161
North La Brea,  Inglewood,  CA 90301. Mr. Kritzik's  address is 1123 North Astor
Street, P.O. Box 92547, Milwaukee, WI 53202-0547. Mr. Vogt's address is 55 North
Holden Road, P.O. Box 7657, Avon, CO 81620. Mr. Malicky's  address is 518 Bishop
Place, Berea, OH 44017.

                               INVESTMENT ADVISOR

The Fund has entered into an Advisory Agreement with Strong Capital  Management,
Inc. ("Advisor").  Mr. Strong controls the Advisor due to his stock ownership of
the Advisor.  Mr.  Strong is the  Chairman  and a Director of the  Advisor,  Ms.
Cohernour  is Senior  Vice  President,  General  Counsel,  Secretary,  and Chief
Compliance  Officer  of the  Advisor,  Ms.  Ebacher  is Vice  President,  Senior
Counsel,  and Assistant  Secretary of the Advisor,  Ms. Haight is Manager of the
Mutual  Fund  Accounting  Department  of the  Advisor,  Ms.  Hollister  is  Vice
President,  Associate  Counsel,  and  Assistant  Secretary of the  Advisor,  Mr.
Wallestad is Senior Vice  President of the Advisor,  Mr.  Widmer is Treasurer of
the  Advisor,  and Mr.  Zoeller is Senior  Vice  President  and Chief  Financial
Officer of the Advisor. As of __________, 2001, the Advisor had over $__ billion
under management.

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 1940 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.  The 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 the  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.  The Advisory  Agreement  authorizes  the Advisor to
delegate its  investment  advisory  duties to a subadvisor in accordance  with a
written  agreement  under which the  subadvisor  would  furnish such  investment
advisory  services to the Advisor.  In that situation,  the Advisor continues to
have  responsibility  for all  investment  advisory  services  furnished  by the
subadvisor under the subadvisory agreement. 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 Strong
Investments, Inc. ("Distributor") with respect to the distribution of the Fund's
shares, the 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  and the SEC;
expenses for printing and distribution of prospectuses to existing shareholders;
charges of custodians (including fees as custodian for keeping books and similar
services for the Fund),  transfer agents  (including the printing and mailing of
reports and notices to shareholders),  registrars,  auditing and legal services,
and  clerical  services  related to  recordkeeping  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.

As  compensation  for its  advisory  services,  the Fund  pays to the  Advisor a
monthly  management fee at the annual rate specified  below of the average daily
net asset value of the Fund.  From time to time,  the  Advisor  may  voluntarily
waive all or a portion of its management fee for the Fund.
<TABLE>
<CAPTION>
<S>                                                          <C>
FUND                                                         ANNUAL RATE
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
Endeavor Fund
------------------------------------------------------------
</TABLE>

On July 12, 1994, the SEC filed an  administrative  action ("Order") against the
Advisor,  Mr.  Strong,  and another  employee of the Advisor 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  found  that the  Advisor  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  found that the Advisor  violated,  and Mr.
Strong aided and abetted  violations of, the  disclosure  provisions of the 1940
Act and the  Investment  Advisers Act of 1940 by  misrepresenting  the Advisor's
policy on personal  trading and by failing to  disclose  trading by Harbour,  an
entity in which principals of the Advisor 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 the  Advisor  agreed  to  various  undertakings,
including  adoption of certain  procedures  and a  limitation  for six months on
accepting certain types of new advisory clients.

On June 6, 1996,  the  Department of Labor  ("DOL") filed an action  against the
Advisor for equitable  relief  alleging  violations  of the Employee  Retirement
Income  Security  Act of 1974  ("ERISA")  in  connection  with cross trades that
occurred  between 1987 and late 1989 involving  certain pension accounts managed
by the Advisor. Contemporaneous with this filing, the Advisor, without admitting
or  denying  the DOL's  allegations,  agreed to the entry of a consent  judgment
resolving  all matters  relating  to the  allegations.  Reich v. Strong  Capital
Management,  Inc., (U.S.D.C.  E.D. WI) ("Consent Judgment").  Under the terms of
the Consent  Judgment,  the Advisor agreed to reimburse the affected  accounts a
total of $5.9 million.  The settlement  did not have any material  impact on the
Advisor's financial position or operations.

The  Fund,  the  Advisor,  and the  Distributor  have  adopted  a Code of Ethics
("Code") that governs the personal trading activities of all "Access Persons" of
the Advisor and the  Distributor.  Access  Persons  include  every  director and
officer of the Advisor, the Distributor, and the investment companies managed by
the Advisor, including the Fund, as well as certain employees of the Advisor and
the Distributor who have access to information  relating to the purchase or sale
of  securities  by the Advisor on behalf of accounts  managed by it. The Code is
based upon the principal that such Access Persons have a fiduciary duty to place
the  interests of the Fund and the  Advisor's  and  Distributor's  other clients
ahead of their own.

The Code requires  Access Persons (other than Access Persons who are independent
directors of the  investment  companies  managed by the Advisor,  including  the
Fund) to, among other  things,  preclear  their  securities  transactions  (with
limited  exceptions,  such as  transactions  in shares of mutual  funds,  direct
obligations  of  the  U.S.  government,   and  certain  options  on  broad-based
securities  market  indexes)  and  to  execute  such  transactions  through  the
Advisor's  trading  department.  The Code,  which applies to all Access  Persons
(other  than Access  Persons who are  independent  directors  of the  investment
companies  managed  by the  Advisor,  including  the  Fund),  includes  a ban on
acquiring  any  securities  in an  initial  public  offering,  other  than a new
offering of a registered  open-end  investment  company,  and a prohibition from
profiting on short-term trading in securities. In addition, no Access Person may
purchase or sell any security that is contemporaneously being purchased or sold,
or to the knowledge of the Access  Person,  is being  considered for purchase or
sale,  by the Advisor on behalf of any mutual fund or other  account  managed by
it. Finally, the Code provides for trading "black out" periods of seven calendar
days during which time Access Persons may not trade in securities that have been
purchased  or sold by any client for which the Advisor  serves as an  investment
advisor or subadvisor, renders investment advice, makes investment decisions, or
places orders through its Trading Department.

The Advisor provides  investment  advisory services for multiple clients through
different  types of  investment  accounts  (E.G.,  mutual  funds,  hedge  funds,
separately managed accounts,  etc.) who may have similar or different investment
objectives  and  investment  policies  (E.G.,  some  accounts may have an active
trading  strategy  while others follow a "buy and hold"  strategy).  In managing
these accounts, the Advisor seeks to maximize each account's return,  consistent
with the account's investment  objectives and investment  strategies.  While the
Advisor's  policies  are  designed to ensure  that over time  similarly-situated
clients receive similar  treatment,  to the maximum extent possible,  because of
the range of the Advisor's clients,  the Advisor may give advice and take action
with respect to one account that may differ from the advice given, or the timing
or nature of action taken,  with respect to another account (the Advisor and its
principals  and  associates  also  may  take  such  actions  in  their  personal
securities  transactions,  to the extent  permitted by and  consistent  with the
Code).  For example,  the Advisor may use the same investment  style in managing
two accounts,  but one may have a shorter-term  horizon and accept high-turnover
while the other may have a longer-term investment horizon and desire to minimize
turnover.  If the Advisor  reasonably  believes  that a particular  security may
provide an attractive opportunity due to short-term volatility but may no longer
be  attractive  on a long-term  basis,  the Advisor  may cause  accounts  with a
shorter-term  investment  horizon  to buy the  security  at the same  time it is
causing accounts with a longer-term investment horizon to sell the security. The
Advisor takes all reasonable steps to ensure that investment  opportunities are,
over time,  allocated to accounts on a fair and equitable  basis relative to the
other  similarly-situated   accounts  and  that  the  investment  activities  of
different accounts do not unfairly disadvantage other accounts.

From time to time,  the Advisor votes the shares owned by the Fund  according to
its  Statement of General  Proxy Voting  Policy  ("Proxy  Voting  Policy").  The
general principal of the Proxy Voting Policy is to vote any beneficial  interest
in an  equity  security  prudently  and  solely in the best  long-term  economic
interest of the Fund and its beneficiaries  considering all relevant factors and
without  undue  influence  from  individuals  or groups who may have an economic
interest in the outcome of a proxy vote.  Shareholders  may obtain a copy of the
Proxy Voting Policy upon request from the Advisor.

The Advisor also  provides two programs of custom  portfolio  management  called
Strong  Advisor  and Strong  Private  Client.  These  programs  are  designed to
determine an investment  approach that fits an  investor's  financial  needs and
then  provide the  investor  with a custom  built  portfolio of Strong Funds and
certain other  unaffiliated  mutual funds,  in the case of Strong  Advisor,  and
Strong Funds,  and  individual  stocks and bonds,  in the case of Strong Private
Client, based on that allocation.  The Advisor, on behalf of participants in the
Strong  Advisor and Strong Private  Client  programs,  may determine to invest a
portion  of the  program's  assets in any one  Strong  Fund,  which  investment,
particularly  in the case of a smaller Strong Fund,  could  represent a material
portion of the Fund's  assets.  In such  cases,  a decision to redeem the Strong
Advisor or Strong Private Client program's  investment in a Fund on short notice
could  raise a  potential  conflict of  interest  for the  Advisor,  between the
interests of participants in the Strong Advisor or Strong Private Client program
and of the Fund's other shareholders. In general, the Advisor does not expect to
direct the Strong Advisor or Strong  Private  Client program to make  redemption
requests  on short  notice.  However,  should the Advisor  determine  this to be
necessary,  the  Advisor  will use its  best  efforts  and act in good  faith to
balance  the  potentially  competing  interests  of  participants  in the Strong
Advisor and Strong Private Client program and the Fund's other shareholders in a
manner the  Advisor  deems  most  appropriate  for both  parties in light of the
circumstances

From time to time, the Advisor may make  available to third parties  current and
historical  information  about the portfolio  holdings of the  Advisor's  mutual
funds or other  clients.  Release may be made to entities  such as fund  ratings
entities,  industry trade groups,  and financial  publications.  Generally,  the
Advisor  will  release  this  type of  information  only  where it is  otherwise
publicly  available.  This  information  may also be released  where the Advisor
reasonably  believes  that the release will not be to the  detriment of the best
interests of its clients.

For more  complete  information  about  the  Advisor,  including  its  services,
investment strategies,  policies, and procedures, please call 1-800-368-3863 and
ask for a copy of Part II of the Advisor's Form ADV.

                                  ADMINISTRATOR

The Fund has entered into an administration agreement with the Advisor. The fees
received and the  services  provided by the Advisor,  as  administrator,  are in
addition  to fees  received  and  services  provided  by the  Advisor  under the
Advisory Agreement.

The Fund has adopted a Rule 18f-3 Plan under the 1940 Act ("Multi-Class  Plan").
The Multi-Class  Plan permits the Fund to have multiple  classes of shares.  The
Fund has  entered  into an  administration  agreement  with the  Advisor for its
Investor Class shares  ("Administration  Agreement").  The Fund currently offers
only Investor Class shares.


Under the Administration  Agreement, the Advisor provides certain administrative
functions for the shares of the Fund,  including:  (i) authorizing  expenditures
and  approving  bills  for  payment  on behalf  of the  Fund;  (ii)  supervising
preparation  of the  periodic  updating of the Fund's  registration  statements,
including prospectuses and statements of additional information, for the purpose
of filings with the SEC and state securities  administrators  and monitoring and
maintaining the effectiveness of such filings, as appropriate; (iii) supervising
preparation  of  shareholder  reports,  notices  of  dividends,   capital  gains
distributions  and tax credits for the Fund's  shareholders,  and  attending  to
routine  correspondence and other  communications with individual  shareholders;
(iv) supervising the daily pricing of the Fund's  investment  portfolios and the
publication of the  respective net asset values of shares of the Fund,  earnings
reports  and  other   financial   data;   (v)  monitoring   relationships   with
organizations  providing services to the Fund, including the Custodian,  DST and
printers;   (vi)  supervising   compliance  by  the  Fund,  with   recordkeeping
requirements  under the 1940 Act and regulations  thereunder,  maintaining books
and records for the Fund (other than those  maintained  by the Custodian and the
Fund's  transfer  agent) and  preparing and filing of tax reports other than the
Fund's  income tax returns;  (vii)  answering  shareholder  inquiries  regarding
account status and history, the manner in which purchases and redemptions of the
shares may be effected,  and certain  other  matters  pertaining  to the shares;
(viii)  assisting  shareholders  in designating and changing  dividend  options,
account  designations  and  addresses;  (ix) providing  necessary  personnel and
facilities  to coordinate  the  establishment  and  maintenance  of  shareholder
accounts  and  records  with  the  Fund's  transfer  agent;   (x)   transmitting
shareholders'  purchase and redemption orders to the Fund's transfer agent; (xi)
arranging  for the  wiring or other  transfer  of funds to and from  shareholder
accounts in  connection  with  shareholder  orders to purchase or redeem;  (xii)
verifying  purchase  and  redemption  orders,  transfers  among and  changes  in
shareholder-designated  accounts;  (xiii) informing the distributor of the gross
amount of purchase and redemption orders; and (xiv) providing such other related
services as the Fund or a  shareholder  may  reasonably  request,  to the extent
permitted  by  applicable   law.  For  its  services  for  the  Fund  under  the
Administration  Agreement,  the Advisor  receives a monthly fee from the Fund at
the annual rate of 0.25% of the Fund's average daily net assets  attributable to
the Fund's shares.

                                   DISTRIBUTOR

Under a Distribution Agreement with the Fund ("Distribution Agreement"),  Strong
Investments,  Inc. ("Distributor"),  P.O. Box 2936, Milwaukee, WI 53201, acts as
underwriter of the Fund's shares.  The Distribution  Agreement provides that the
Distributor  will use its best  efforts to  distribute  the Fund's  shares.  The
Distribution  Agreement  further  provides  that the  Distributor  will bear the
additional costs of printing  prospectuses and shareholder reports that are used
for selling purposes, as well as advertising and any other costs attributable to
the distribution of the Fund's shares. The Distributor is a direct subsidiary of
the Advisor.  The Distribution  Agreement is subject to the same termination and
renewal  provisions  as  are  described  above  with  respect  to  the  Advisory
Agreement.

The shares of the Fund are  offered on a  "no-load"  basis,  which means that no
sales commissions are charged on the purchase of those shares.

From time to time, the Distributor  may hold in-house sales  incentive  programs
for its  associated  persons under which these persons may receive  compensation
awards in connection with the sale and distribution of the Fund's shares.  These
awards may include items such as, but not limited to, cash, gifts,  merchandise,
gift  certificates,  and payment of travel  expenses,  meals,  and lodging.  Any
in-house sales incentive  program will be conducted in accordance with the rules
of the National Association of Securities Dealers, Inc. ("NASD").

                      PORTFOLIO TRANSACTIONS AND BROKERAGE

The Advisor is responsible for decisions to buy and sell securities for the Fund
and for the placement of the Fund's  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 Fund. In OTC  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 Fund 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 a variety of factors,  including
best price and execution,  the full range of brokerage  services provided by the
broker,  as well as its capital  strength and stability,  and the quality of the
research and research  services  provided by the broker.  Brokerage  will not be
allocated based on the sale of any shares of the Strong Funds.

The Advisor has adopted  procedures  that provide  generally  for the Advisor to
seek to bunch orders for the purchase or sale of the same security for the Fund,
other  mutual  funds  managed  by  the  Advisor,   and  other  advisory  clients
(collectively,  "client accounts").  The Advisor will bunch orders when it deems
it to be  appropriate  and in the best interest of the client  accounts.  When a
bunched order is filled in its entirety,  each participating client account will
participate  at the  average  share  price  for the  bunched  order  on the same
business  day,  and  transaction  costs  shall be shared  pro rata based on each
client's  participation  in the  bunched  order.  When a  bunched  order is only
partially filled, the securities purchased will be allocated on a pro rata basis
to each client account participating in the bunched order based upon the initial
amount  requested  for the  account,  subject  to certain  exceptions,  and each
participating  account  will  participate  at the  average  share  price for the
bunched order on the same business day.

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 a  commission  for  effecting  a  transaction  in excess of the
amount of commission  another  broker or dealer would have charged for effecting
the  transaction  in  recognition  of the value of the  brokerage  and  research
services  provided  by the broker or dealer.  Brokerage  and  research  services
include (1) 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;  (2) furnishing  analyses and
reports concerning issuers, industries, securities, economic factors and trends,
portfolio  strategy,   and  the  performance  of  accounts;  and  (3)  effecting
securities  transactions and performing  functions  incidental  thereto (such as
clearance, settlement, and custody).

In carrying out the provisions of the Advisory Agreement,  the Advisor may cause
the Fund to pay a broker,  who 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  believes it is important to its investment  decision-making  process to
have access to independent  research.  The Advisory Agreement provides that such
higher  commissions  will  not be  paid  by the  Fund  unless  (1)  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;  (2)  such  payment  is  made  in  compliance  with  the
provisions of Section 28(e),  other  applicable  state and federal laws, and the
Advisory Agreement; and (3) in the opinion of the Advisor, the total commissions
paid by the Fund will be reasonable in relation to the benefits to the Fund over
the long term. The investment management fee paid by the Fund under the Advisory
Agreement  is not  reduced  as a result of the  Advisor's  receipt  of  research
services. To request a copy of the Advisor's Soft Dollar Practices,  please call
1-800-368-3863.

The  Advisor  may engage in  "step-out"  and  "give-up"  brokerage  transactions
subject  to best  price and  execution.  In a  step-out  or  give-up  trade,  an
investment   advisor  directs  trades  to  a  broker-dealer   who  executes  the
transactions while a second  broker-dealer clears and settles part or all of the
transaction. The first broker-dealer then shares part of its commission with the
second  broker-dealer.  The Advisor engages in step-out and give-up transactions
primarily  (1) to  satisfy  directed  brokerage  arrangements  of certain of its
client  accounts  and/or (2) to pay  commissions  to  broker-dealers  who supply
research or analytical services.

Generally,  research services provided by brokers may include information on the
economy,  industries,  groups of securities,  individual companies,  statistical
information,  accounting and tax law  interpretations,  political  developments,
legal  developments  affecting  portfolio  securities,  technical market action,
pricing and appraisal  services,  credit analysis,  risk  measurement  analysis,
performance  analysis,  and analysis of corporate  responsibility  issues.  Such
research  services  are  received  primarily  in the  form of  written  reports,
telephone contacts,  and personal meetings with security analysts.  In addition,
such  research  services  may be  provided  in the  form of  access  to  various
computer-generated  data, computer hardware and software,  and meetings arranged
with  corporate  and  industry  spokespersons,   economists,  academicians,  and
government  representatives.  In some cases,  research services are generated by
third  parties  but are  provided  to the  Advisor by or through  brokers.  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, and will pay for any administrative benefits with cash. 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  the Fund and  other  advisory
clients.

From time to time,  the Advisor may  purchase new issues of  securities  for the
Fund in a fixed income price offering. In these situations,  the seller may be a
member of the selling group that will, in addition to selling the  securities to
the Fund and other advisory clients, provide the Advisor with research. The NASD
has adopted rules expressly permitting these types of arrangements under certain
circumstances.  Generally,  the seller will provide research  "credits" in these
situations  at a rate that is higher  than that which is  available  for typical
secondary market  transactions.  These arrangements may not fall within the safe
harbor of Section 28(e).

At least annually,  the Advisor  considers the amount and nature of research and
research  services  provided  by  brokers,  as well as the  extent to which such
services  are relied upon,  and attempts to allocate a portion of the  brokerage
business  of  the  Fund  and  other  advisory  clients  on  the  basis  of  that
consideration.  In addition,  brokers may suggest a level of business they would
like to  receive  in order to  continue  to provide  such  services.  The actual
brokerage  business  received by a broker may be more or less than the suggested
allocations,   depending  upon  the  Advisor's   evaluation  of  all  applicable
considerations.

The  Advisor  has  informal   arrangements  with  various  brokers  whereby,  in
consideration for providing  research services and subject to Section 28(e), the
Advisor  allocates  brokerage  to those  firms,  provided  that the value of any
research and brokerage  services was reasonable in relationship to the amount of
commission paid and was subject to best  execution.  In no case will the Advisor
make  binding  commitments  as to the  level of  brokerage  commissions  it will
allocate to a broker, nor will it commit to pay cash if any informal targets are
not met. The Advisor  anticipates  it will continue to enter into such brokerage
arrangements.

The Advisor  may direct the  purchase  of  securities  on behalf of the Fund and
other advisory  clients in secondary  market  transactions,  in public offerings
directly from an underwriter,  or in privately  negotiated  transactions with an
issuer.  When the Advisor  believes  the  circumstances  so warrant,  securities
purchased in public  offerings may be resold  shortly after  acquisition  in the
immediate  aftermarket  for the  security  in order to take  advantage  of price
appreciation  from the public  offering price or for other  reasons.  Short-term
trading of securities acquired in public offerings, or otherwise,  may result in
higher portfolio turnover and associated brokerage expenses.

With respect to the Fund's foreign equity investing,  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 Fund effects its  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 Fund. In the opinion of the Advisor, it is
not possible to measure  separately the benefits from research  services to each
of the  accounts  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 Fund will not be disproportionate to the benefits received by the Fund on
a continuing basis.

The  Advisor  seeks  to  allocate  portfolio   transactions  equitably  whenever
concurrent  decisions  are made to purchase or sell  securities  by the Fund 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 Fund. In making
such allocations between the 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.

From time to time,  the  Advisor  may  invest for a client in  securities  being
offered in an initial public  offering  ("IPO"),  if the portfolio  manager team
responsible  for the account  believes the investment  appropriate and desirable
for that client. In making this judgment,  the team generally  considers,  among
other things, the client's investment objectives and restrictions, tolerance for
risk and high portfolio turnover and tax situation; the investment merits of the
IPO; the account's  current  holdings and the  availability of funds to make the
investment;  whether  a  meaningful  position  in the IPO  securities  could  be
obtained for the account; and expected transaction and other costs to the client
making  the   investment.   The  team  also  may  consider  the  account's  past
participation  in  IPOs  and  secondary  offerings;  brokerage  commissions  and
mark-ups  or  mark-downs  generated  by trading for the  account;  and any other
indicators  of  the  client's  contribution  to  the  availability  of  the  IPO
investment  opportunity.  After weighing these and other relevant  factors,  the
portfolio manager team may decide to invest in a particular IPO for some but not
all clients,  or for no clients.  IPO investments made by a team for two or more
clients  may  be  in  amounts  that  are  not  equal  or  proportionate  to  the
participating  account's  asset size.  Other  portfolio  manager  teams may make
different investment decisions for their clients about the same IPO.
 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.

"Hot  issues" are IPOs that trade at a premium  when  secondary  market  trading
begins.  Typically,  the demand for "hot  issues"  exceeds the  supply,  and the
amount of any "hot issue" IPO made  available to an investment  manager like the
Advisor usually is limited.  In addition,  IPO  underwriters  tend to offer "hot
issues" on a priority  basis to  investors  that have  invested or are likely to
invest in other offerings  underwritten by the same firm or that have executed a
significant  volume of trades through the firm. A portfolio manager team may buy
larger  amounts  of "hot  issue"  IPOs for those  clients  whose  past  trading,
investing and other  activities have contributed to the availability of specific
"hot issue" IPOs or "hot issue" IPOs generally to the Advisor.

Each portfolio manager team places its clients' orders for a particular IPO with
the  Advisor's  trading  desk,  and the trading  desk seeks to fill those orders
together.  If the  trading  desk is not  able to  obtain  the  total  amount  of
securities needed to fill all orders, the shares actually obtained are allocated
by  the  trading  desk  among  the  participating  portfolio  manager  teams  in
accordance with pre-established percentages for each team. The trading desk then
reallocates each team's percentage among those team clients participating in the
order  PRO RATA  according  to the  number of shares  ordered  for each  client,
subject to rounding up or down to eliminate odd lots or de minimis amounts.  The
percentages of each limited availability IPO, typically a "hot issue," allocated
to each  team are  fixed  in  advance,  based  on the  amount  of  assets  under
management by each team and other indicators of a team's overall contribution to
IPO deal flow,  including brokerage generated and the team's overall trading and
investing pattern. Team allocation percentages are periodically  reevaluated and
adjusted  if  appropriate,  generally  at  intervals  of six months or more.  In
addition,  a  separate,  fixed  portion  of  the  percentage  allocation  of the
portfolio manager team that manages the Advisor's private investment  companies,
or "hedge funds," is specifically  designated to go to the hedge funds. Like the
team level allocations,  the amount designated for the hedge funds is determined
in  advance  and is subject  to  periodic  reevaluation  and  adjustment.  It is
designed  to  recognize  the  significant  contribution  made by the trading and
investing of the hedge funds to IPO deal flow to the Advisor.

The Advisor's policy and procedures for allocating IPO investment opportunities,
including  "hot  issues,"  are  designed  to ensure that all clients are treated
fairly and  equitably  over time.  The Advisor does not,  however,  allocate IPO
investment opportunities among its clients in equal amounts or PRO RATA based on
the size of an account's assets. Under the Advisor's IPO allocation  procedures,
certain  clients,  including  the hedge funds,  may receive a greater share than
other clients (in  proportion  to the size of their  account  assets) of the IPO
investment  opportunities available to the Advisor,  including "hot issue" IPOs.
These  differences  in IPO  allocations  result from,  among other  things,  (1)
different  judgments  made by each  portfolio  manager  team at the  time an IPO
investment  opportunity  arises  as to  whether  it  would  be a  desirable  and
appropriate  investment  for each  particular  client  and (2) the fact that the
Advisor's IPO allocation  procedures permit those clients who contribute more to
"hot issue" deal flow to receive  greater  allocations  of limited  availability
"hot  issue"  IPOs in  proportion  to the  size of  their  accounts  than may be
allocated to other clients. .

The Advisor also has a policy of blocking further  purchases of IPOs for certain
client  accounts when the portion of the account's total return for the trailing
four-calendar-quarter  period-to-date  that is  attributable  to IPO investments
exceeds  certain  percentage  limits.  The  restriction  remains in place  until
IPO-driven  performance  falls  below  the  percentage  limits.  This  policy is
designed  to help ensure that the  Advisor  does not  attract  separate  account
clients  or fund  investors  on the  basis of  IPO-driven  performance  that the
Advisor may not be able to sustain or replicate.  The blocking policy is applied
only to those registered investment companies and separate account clients whose
performance is advertised or included in composites of account  performance used
to market the Advisor's services. The hedge funds managed by the Advisor are not
subject to these limits.

The  Advisor's   policies  and  procedures   generally  result  in  greater  IPO
allocations  (as a percentage  of client assets under  management)  to the hedge
funds  and to other  clients  whose  accounts  are  actively  traded,  have high
portfolio  turnover  rates or invest  heavily in all types of IPOs and secondary
offerings.  As do the hedge  funds,  these  clients may pay the  Advisor  higher
account management fees, including performance fees.


Transactions  in futures  contracts  are  executed  through  futures  commission
merchants  ("FCMs").  The Fund's  procedures  in  selecting  FCMs to execute the
Fund's  transactions  in futures  contracts  are similar to those in effect with
respect to brokerage transactions in securities.

                                    CUSTODIAN

As custodian of the Fund's  assets,  State  Street Bank and Trust  Company,  801
Pennsylvania  Avenue,  Kansas City, MO 64105,  has custody of all securities and
cash of the Fund,  delivers and receives payment for securities  sold,  receives
and pays  for  securities  purchased,  collects  income  from  investments,  and
performs other duties, all as directed by officers of the Fund. The custodian is
in no way  responsible  for any of the  investment  policies or decisions of the
Fund.


<PAGE>



                  TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
<TABLE>
<CAPTION>
<S>                                    <C>

The Advisor, P.O. Box 2936, Milwaukee, WI 53201, acts as transfer agent and dividend-disbursing agent for the
Fund.  The Advisor is compensated as follows:

-------------------------------------- -------------------------------------------------------------------------------
        FUND TYPE/SHARE CLASS                                               FEE*
-------------------------------------- -------------------------------------------------------------------------------
-------------------------------------- -------------------------------------------------------------------------------
Money Funds and Investor Class         $32.50 annual open account fee, $4.20 annual closed account fee.
shares of Money Funds
-------------------------------------- -------------------------------------------------------------------------------
-------------------------------------- -------------------------------------------------------------------------------
Advisor Class shares of Money          0.20% of the average daily net asset value of all Advisor Class shares.
Funds(1)
-------------------------------------- -------------------------------------------------------------------------------
-------------------------------------- -------------------------------------------------------------------------------
Institutional class shares of Money    0.015% of the average daily net asset value of all Institutional Class shares.
Funds
-------------------------------------- -------------------------------------------------------------------------------
-------------------------------------- -------------------------------------------------------------------------------
Income Funds and Investor Class        $31.50 annual open account fee, $4.20 annual closed account fee.
shares of Income Funds
-------------------------------------- -------------------------------------------------------------------------------
-------------------------------------- -------------------------------------------------------------------------------
Advisor Class shares of Income Funds   0.20% of the average daily net asset value of all Advisor Class shares.
-------------------------------------- -------------------------------------------------------------------------------
-------------------------------------- -------------------------------------------------------------------------------
Institutional Class shares of Income   0.015% of the average daily net asset value of all Institutional Class shares.
Funds
-------------------------------------- -------------------------------------------------------------------------------
-------------------------------------- -------------------------------------------------------------------------------
Equity Funds and Investor Class        $21.75 annual open account fee, $4.20 annual closed account fee.
shares of Equity Funds
-------------------------------------- -------------------------------------------------------------------------------
-------------------------------------- -------------------------------------------------------------------------------
Advisor Class shares of Equity Funds   0.20% of the average daily net asset value of all Advisor Class shares.
-------------------------------------- -------------------------------------------------------------------------------
-------------------------------------- -------------------------------------------------------------------------------
Institutional Class shares of Equity   0.015% of the average daily net asset value of all Institutional Class shares.
Funds
-------------------------------------- -------------------------------------------------------------------------------
</TABLE>

*    Plus  out-of-pocket  expenses,  such as postage  and  printing  expenses in
     connection with shareholder communications.
(1)  Excluding the Strong  Heritage  Money Fund.  The fee for the Heritage Money
     Fund is 0.015% of the average  daily net asset  value of all Advisor  Class
     shares.

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 and Administration Agreements.

From time to time, the Fund,  directly or indirectly  through  arrangements with
the  Advisor,  and/or the Advisor  may pay fees to third  parties  that  provide
transfer  agent type services and other  administrative  services to persons who
beneficially own interests in the Fund, such as participants in 401(k) plans and
shareholders who invest through other financial  intermediaries.  These services
may include, among other things,  sub-accounting  services,  transfer agent type
activities,  answering  inquiries  relating  to  the  Fund,  transmitting  proxy
statements, annual reports, updated prospectuses, other communications regarding
the Fund, and related  services as the Fund or beneficial  owners may reasonably
request.  In such  cases,  the Fund  will not pay fees  based on the  number  of
beneficial  owners at a rate that is greater than the rate the Fund is currently
paying the Advisor for providing these services to Fund  shareholders;  however,
the Advisor may pay to the third party amounts in excess of such  limitation out
of its own profits.

                                      TAXES

GENERAL

The Fund  intends to qualify  annually for  treatment as a regulated  investment
company (RIC) under Subchapter M of the IRC. If so qualified,  the Fund will not
be liable  for  federal  income tax on  earnings  and gains  distributed  to its
shareholders in a timely manner.  This qualification does not involve government
supervision  of the Fund's  management  practices  or  policies.  The  following
federal tax discussion is intended to provide you with an overview of the impact
of federal  income tax  provisions  on the Fund or its  shareholders.  These tax
provisions are subject to change by legislative or administrative  action at the
federal,  state, or local level,  and any changes may be applied  retroactively.
Any such  action  that  limits  or  restricts  the  Fund's  current  ability  to
pass-through   earnings  without  taxation  at  the  Fund  level,  or  otherwise
materially changes the Fund's tax treatment, could adversely affect the value of
a shareholder's  investment in the Fund.  Because the Fund's taxes are a complex
matter,  you should  consult  your tax  adviser  for more  detailed  information
concerning  the  taxation  of the Fund and the  federal,  state,  and  local tax
consequences to shareholders of an investment in the Fund.

In order to  qualify  for  treatment  as a RIC  under  the  IRC,  the Fund  must
distribute  to its  shareholders  for  each  taxable  year at  least  90% of its
investment  company  taxable  income   (consisting   generally  of  taxable  net
investment  income,  net short-term  capital  gains,  and net gains from certain
foreign currency transactions,  if applicable) ("Distribution  Requirement") and
must meet  several  additional  requirements.  These  requirements  include  the
following:  (1) the 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 foreign
currencies  if  applicable)  or other  income  (including  gains  from  options,
futures, or forward contracts) derived with respect to its business of investing
in securities  ("Income  Requirement");  (2) at the close of each quarter of the
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 (3) at the close of each quarter of
the Fund's  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.  There is a 30-day period after the
end of each calendar year quarter in which to cure any non-compliance with these
requirements.  From  time to time  the  Advisor  may find it  necessary  to make
certain types of investments for the purpose of ensuring that the Fund continues
to qualify for treatment as a RIC under the IRC.

If Fund  shares are sold at a loss after  being held for 12 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.

The Fund's 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.

The Fund will be subject to a nondeductible  4% excise tax ("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.
The Fund may make additional  distributions  if necessary to avoid imposition of
the Excise Tax on undistributed income and gains.

DERIVATIVE INSTRUMENTS

The use of  derivatives  strategies,  such as purchasing  and selling  (writing)
options and futures and entering into forward currency contracts, if applicable,
involves complex rules that will determine for income tax purposes the character
and  timing  of  recognition  of the  gains  and  losses  the Fund  realizes  in
connection therewith.  Gains from the disposition of foreign currencies,  if any
(except certain gains therefrom that may be excluded by future regulations), and
income from transactions in options, futures, and forward currency contracts, if
applicable,  derived by the Fund with  respect to its  business of  investing in
securities or foreign  currencies,  if  applicable,  will qualify as permissible
income under the Income Requirement.

For federal income tax purposes, the Fund is required to recognize as income for
each taxable year its net unrealized  gains and losses on options,  futures,  or
forward currency contracts,  if any, that are subject to section 1256 of the IRC
("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.

FOREIGN TRANSACTIONS

Dividends  and  interest  received  by  the  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 U.S. 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 the 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 would  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. The Fund would treat those taxes as
dividends paid to its shareholders and each shareholder would be required to (1)
include in gross income, and treat as paid by the shareholder, the shareholder's
proportionate  share of those taxes, (2) treat the shareholder's  share of those
taxes and of any dividend paid by the Fund that  represents  income from foreign
or U.S.  possessions sources as the shareholder's own income from those sources,
and (3) either deduct the taxes deemed paid by the  shareholder in computing the
shareholder's taxable income or, alternatively, use the foregoing information in
calculating the foreign tax credit against the shareholder's federal income tax.
The 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.

The Fund holding foreign  securities in its investment  portfolio  maintains its
accounts and calculates its income in U.S. dollars. In general, gain or loss (1)
from the disposition of foreign currencies and forward 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 the Fund accrues  interest or other  receivables
or expenses or other liabilities  denominated in a foreign currency and the time
the 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 the 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 Fund may  invest  in the stock of  "passive  foreign  investment  companies"
("PFICs")  in   accordance   with  its   investment   objective,   policies  and
restrictions.  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,  the Fund will be subject to
federal  income tax on a portion of any  "excess  distribution"  received on the
stock or of any gain on disposition of the stock (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
the 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 probably would
have  to  be  distributed  to  its  shareholders  to  satisfy  the  Distribution
Requirement and 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.

PASS-THROUGH INCOME TAX EXEMPTION

Most state laws provide a pass-through to mutual fund  shareholders of the state
and local  income  tax  exemption  afforded  owners of  direct  U.S.  government
obligations.  You will be notified annually of the percentage of a Fund's income
that is derived from U.S. government securities.

PURCHASES IN KIND

Shares  of the  Fund  may be  purchased  "in  kind,"  subject  to the  Advisor's
determination that the securities are acceptable investments for the Fund. In an
in-kind purchase, investors transfer securities to the Fund in exchange for Fund
shares. Securities accepted by the Fund in an in kind purchase will be valued at
market value. An in kind purchase may result in adverse tax  consequences  under
certain circumstances to: (1) investors transferring  securities for shares ("In
Kind Investors"),  (2) investors who acquire shares of the Fund after a transfer
("new  shareholders")  or (3)  investors  who own shares at the time of transfer
("current  shareholders").  As a  result  of an in kind  purchase,  the Fund may
acquire  securities that have  appreciated in value or depreciated in value from
the date they were acquired. If appreciated  securities were to be sold after an
in kind purchase,  the amount of the gain would be taxable to new  shareholders,
current  shareholders  and In Kind  Investors.  The  effect of this for  current
shareholders  or new  shareholders  would be to tax them on a distribution  that
represents an increase in the value of their  investment.  The effect on In Kind
Investors would be to reduce their potential  liability for tax on capital gains
by  spreading  it over a larger  asset base.  The opposite may occur if the Fund
acquires  securities  having an  unrealized  capital loss. In that case, In Kind
Investors will be unable to utilize the loss to offset gains, but, because an in
kind purchase will not result in any gains,  the inability of In Kind  Investors
to  utilize  unrealized  losses  will  have no  immediate  tax  effect.  For new
shareholders or current  shareholders,  to the extent that unrealized losses are
realized by the Fund, new  shareholders or current  shareholders  may benefit by
any  reduction  in net tax  liability  attributable  to the losses.  The Advisor
cannot  predict  whether  securities  acquired in any in kind purchase will have
unrealized gains or losses on the date of the in kind purchase.  Consistent with
its duties, the Advisor will,  however,  take tax consequences to investors into
account when making decisions to sell portfolio assets,  including the impact of
realized capital gains on shareholders of the Fund.

USE OF TAX-LOT ACCOUNTING

When sell  decisions  are made by the  Fund's  portfolio  manager,  the  Advisor
generally sells the tax lots of the Fund's securities that results in the lowest
amount  of taxes  to be paid by the  shareholders  on the  Fund's  capital  gain
distributions.  The Advisor uses tax-lot accounting to identify and sell the tax
lots of a security  that have the  highest  cost basis  and/or  longest  holding
period to minimize adverse tax consequences to the Fund's shareholders. However,
if the Fund has a capital loss carry forward position, the Advisor would reverse
its strategy and sell the tax lots of a security that have the lowest cost basis
and/or  shortest  holding  period to maximize the use of the Fund's capital loss
carry forward position.

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

The Fund may acquire zero-coupon,  step-coupon,  or other securities issued with
original issue discount. As a holder of those securities,  the 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 income
securities it receives as "interest" on pay-in-kind securities. Because the 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 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.  The 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.

                        DETERMINATION OF NET ASSET VALUE

Generally, when an investor makes any purchases,  sales, or exchanges, the price
of the  investor's  shares will be the net asset value  ("NAV") next  determined
after Strong Funds receives a request in proper form (which includes  receipt of
all necessary and appropriate  documentation and subject to available funds). If
Strong Funds  receives  such a request  prior to the close of the New York Stock
Exchange  ("NYSE")  on a day on which the NYSE is open,  the share price will be
the NAV  determined  that day.  The NAV for each Fund or each class of shares is
normally  determined  as of 3:00 p.m.  Central  Time ("CT") each day the NYSE is
open.  The NYSE is open for trading Monday through Friday except New Year's Day,
Martin  Luther  King Jr.  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 NYSE will not be
open for trading on the preceding  Friday,  and when any such holiday falls on a
Sunday, the NYSE 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.  The Fund  reserves  the right to  change  the time at which
purchases,  redemptions,  and  exchanges are priced if the NYSE closes at a time
other than 3:00 p.m. CT or if an  emergency  exists.  The NAV of each Fund or of
each  class of shares of a Fund is  calculated  by taking  the fair value of the
Fund's  total assets  attributable  to that Fund or class,  subtracting  all its
liabilities attributable to that Fund or class, and dividing by the total number
of shares  outstanding  of that Fund or class.  Expenses  are accrued  daily and
applied when  determining  the NAV. The Fund's  portfolio  securities are valued
based on market quotations or at fair value as determined by the method selected
by the Fund's Board of Directors.

Equity  securities  are valued at the last sales  price on the NASDAQ or, if not
traded  on the  NASDAQ,  at the  last  sales  price on the  national  securities
exchange 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-trade 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 NAV
per share is  determined.  Although  the Fund values its foreign  assets in U.S.
dollars on a daily basis,  it does not intend to convert its 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  NYSE.
Occasionally,  events  affecting  the  value  of  foreign  investments  and such
exchange rates occur between the time at which they are determined and the close
of trading  on the NYSE.  Such  events  would not  normally  be  reflected  in a
calculation of the Fund's NAV on that day. If events that materially  affect the
value of the 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.

                       ADDITIONAL SHAREHOLDER INFORMATION

BROKERS RECEIPT OF PURCHASE AND REDEMPTION ORDERS

The Fund has authorized certain brokers to accept purchase and redemption orders
on the Fund's behalf. These brokers are, in turn,  authorized to designate other
intermediaries  to accept  purchase and redemption  orders on the Fund's behalf.
The Fund will be deemed to have received a purchase or redemption  order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order.  Purchase and redemption orders received in this manner will be priced at
the  Fund's  net  asset  value  next  computed  after  they are  accepted  by an
authorized broker or the broker's authorized designee.

DEPOSIT OF UNSPECIFIED CHECKS
When your  investment  check does not clearly  indicate  the fund that you would
like to  purchase,  we will  deposit the check into the Strong Money Market Fund
until you clarify your investment decision.

DOLLAR COST AVERAGING

Strong Funds'  Automatic  Investment  Plan,  Payroll  Direct  Deposit Plan,  and
Automatic  Exchange  Plan are methods of  implementing  dollar  cost  averaging.
Dollar cost averaging is an investment  strategy that involves investing a fixed
amount of money at regular  time  intervals.  By always  investing  the same set
amount,  an investor  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,  an investor's  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
markets.  Since such a program  involves  continuous  investment  regardless  of
fluctuating  share values,  investors  should consider their ability to continue
the  program  through  periods of both low and high  share-price  levels.  These
methods are unavailable for Institutional Class accounts.

FEE WAIVERS

The Fund  reserves  the right to waive  some or all fees in  certain  conditions
where the application of the fee would not serve its purpose.

FINANCIAL INTERMEDIARIES

If an  investor  purchases  or redeems  shares of the Fund  through a  financial
intermediary, certain features of the Fund relating to such transactions may not
be available or may be modified.  In addition,  certain operational  policies of
the Fund,  including those related to settlement and dividend accrual,  may vary
from  those  applicable  to direct  shareholders  of the Fund and may vary among
intermediaries.  Please consult your financial intermediary for more information
regarding these matters.  In addition,  the Fund may pay, directly or indirectly
through arrangements with the Advisor,  amounts to financial intermediaries that
provide  transfer  agent type  and/or  other  administrative  services  to their
customers.  The Fund will not pay more for these services  through  intermediary
relationships  than  it  would  if the  intermediaries'  customers  were  direct
shareholders  in the  Fund;  however,  the  Advisor  may  pay  to the  financial
intermediary  amounts  in  excess  of such  limitation  out of its own  profits.
Certain financial intermediaries may charge an advisory,  transaction,  or other
fee for their services. Investors will not be charged for such fees if investors
purchase or redeem Fund shares  directly from the Fund without the  intervention
of a financial intermediary.

FUND REDEMPTIONS

Shareholders  can gain access to the money in their  accounts  by selling  (also
called  redeeming)  some or all of their  shares by mail,  telephone,  computer,
automatic withdrawals,  through a broker-dealer, or by writing a check (assuming
all the appropriate  documents and requirements  have been met for these account
options).  After a redemption  request is processed,  the proceeds from the sale
will normally be sent on the next  business day but, in any event,  no more than
seven days later.

MOVING ACCOUNT OPTIONS AND INFORMATION

When  establishing  a new account by  exchanging  funds from an existing  Strong
Funds  account,  some  account  options  (such as the exchange  option,  Express
PurchaseSM,  and the redemption  option),  if existing on the account from which
money is  exchanged,  will  automatically  be made  available on the new account
unless the shareholder  indicates  otherwise,  or the option is not available on
the new account.  Subject to  applicable  Strong Funds  policies,  other account
options,  including automatic  investment,  automatic  exchange,  and systematic
withdrawal,  may be moved to the new account at the request of the  shareholder.
If allowed by Strong Funds policies (i) once the account options are established
on the new account,  the shareholder  may modify or amend the options,  and (ii)
account  options may be moved or added from one existing  account to another new
or existing account.  Account information,  such as the shareholder's address of
record and social security  number,  will be copied from the existing account to
the new account.

PROMOTIONAL ITEMS

From time to time, the Advisor and/or  Distributor  may give de minimis gifts or
other  immaterial  consideration  to  investors  who open new accounts or add to
existing  accounts with the Strong Funds.  In addition,  from time to time,  the
Advisor  and/or  Distributor,  alone or with  other  entities  or  persons,  may
sponsor, participate in conducting, or be involved with sweepstakes, give-aways,
contests,  incentive promotions, or other similar programs ("Give-Aways").  This
is done in order to,  among other  reasons,  increase the number of users of and
visits to the Fund's Internet web site. As part of the  Give-Aways,  persons may
receive cash or other awards including without limitation,  gifts,  merchandise,
gift  certificates,   travel,  meals,  and  lodging.  Under  the  Advisor's  and
Distributor's  standard rules for  Give-Aways,  their  employees,  subsidiaries,
advertising and promotion agencies,  and members of their immediate families are
not eligible to enter the Give-Aways.

REDEMPTION IN KIND

The Fund has  elected to be  governed  by Rule 18f-1  under the 1940 Act,  which
obligates the Fund to redeem shares in cash, with respect to any one shareholder
during any 90-day  period,  up to the lesser of  $250,000 or 1% of the assets of
the Fund. If the Advisor determines that existing  conditions make cash payments
undesirable,  redemption  payments may be made in whole or in part in securities
or other  financial  assets,  valued  for this  purpose  as they are  valued  in
computing the NAV for the Fund's shares (a "redemption  in kind").  Shareholders
receiving  securities  or other  financial  assets in a  redemption  in kind may
realize a gain or loss for tax  purposes,  and will incur any costs of sale,  as
well as the  associated  inconveniences.  If you expect to make a redemption  in
excess of the lesser of  $250,000 or 1% of the Fund's  assets  during any 90-day
period and would like to avoid any  possibility of being paid with securities in
kind, you may do so by providing Strong Funds with an unconditional  instruction
to redeem at least 15  calendar  days prior to the date on which the  redemption
transaction is to occur,  specifying the dollar amount or number of shares to be
redeemed and the date of the transaction (please call 1-800-368-3863). This will
provide the Fund with  sufficient time to raise the cash in an orderly manner to
pay the  redemption  and thereby  minimize the effect of the  redemption  on the
interests of the Fund's remaining shareholders.

Redemption checks in excess of the lesser of $250,000 or 1% of the Fund's assets
during  any  90-day  period  may  not be  honored  by the  Fund  if the  Advisor
determines that existing conditions make cash payments undesirable.

RETIREMENT PLANS

TRADITIONAL  INDIVIDUAL RETIREMENT ACCOUNT (IRA): Everyone under age 70 1/2 with
earned income may contribute to a tax-deferred Traditional IRA. The Strong Funds
offer a prototype  plan for you to establish your own  Traditional  IRA. You are
allowed to  contribute  up to the lesser of $2,000 or 100% of your earned income
each year to your  Traditional IRA (or up to $4,000 between your Traditional IRA
and your non-working  spouses'  Traditional  IRA). Under certain  circumstances,
your contribution will be deductible.

ROTH IRA: Taxpayers, of any age, who have earned income and whose adjusted gross
income  ("AGI")  does not exceed  $110,000  (single)  or  $160,000  (joint)  can
contribute to a Roth IRA.  Allowed  contributions  begin to phase-out at $95,000
(single) or $150,000 (joint).  You are allowed to contribute up to the lesser of
$2,000 or 100% of earned  income each year into a Roth IRA. If you also maintain
a Traditional  IRA, the maximum  contribution to your Roth IRA is reduced by any
contributions  that you make to your Traditional IRA.  Distributions from a Roth
IRA, if they meet certain  requirements,  may be federally tax free. If your AGI
is $100,000  or less,  you can convert  your  Traditional  IRAs into a Roth IRA.
Conversions of earnings and deductible  contributions are taxable in the year of
the  distribution.  The early  distribution  penalty  does not apply to  amounts
converted to a Roth IRA even if you are under age 59 1/2.

EDUCATION  IRA:  Taxpayers may  contribute up to $500 per year into an Education
IRA for the  benefit of a child  under age 18.  Total  contributions  to any one
child cannot exceed $500 per year.  The  contributor  must have adjusted  income
under $110,000  (single) or $160,000  (joint) to contribute to an Education IRA.
Allowed  contributions  begin to  phase-out  at  $95,000  (single)  or  $150,000
(joint).  Withdrawals  from the Education IRA to pay qualified  higher education
expenses are federally tax free.  Any  withdrawal in excess of higher  education
expenses  for the year are  potentially  subject  to tax and an  additional  10%
penalty.

DIRECT  ROLLOVER  IRA: To avoid the  mandatory  20% federal  withholding  tax on
distributions,  you must transfer the qualified retirement or IRC section 403(b)
plan  distribution  directly into an IRA. The distribution  must be eligible for
rollover.  The  amount of your  Direct  Rollover  IRA  contribution  will not be
included in your taxable income for the year.

SIMPLIFIED EMPLOYEE PENSION PLAN (SEP-IRA): A SEP-IRA plan 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
plan is a type of SEP-IRA plan 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. Please note that you may no longer open new
SAR SEP-IRA plans (since December 31, 1996). However, employers with SAR SEP-IRA
plans that were established prior to January 1, 1997 may still open accounts for
new employees.

SIMPLIFIED INCENTIVE MATCH PLAN FOR EMPLOYEES (SIMPLE-IRA): A SIMPLE-IRA plan is
a retirement  savings plan that allows  employees to  contribute a percentage of
their  compensation,  up to $6,000, on a pre-tax basis, to a SIMPLE-IRA account.
The  employer is required to make annual  contributions  to eligible  employees'
accounts. All contributions grow tax-deferred.

DEFINED  CONTRIBUTION  PLAN: A defined  contribution  plan allows  self-employed
individuals,  partners,  or a  corporation  to provide  retirement  benefits for
themselves and their employees. Plan types include:  profit-sharing plans, money
purchase pension plans, and paired plans (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  on a  pre-tax  basis 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 403(b)(7) plan is a tax-sheltered  custodial  account designed
to  qualify  under  section  403(b)(7)  of the IRC and is  available  for use by
employees  of  certain  educational,   non-profit,   hospital,   and  charitable
organizations.

RIGHT OF SET-OFF

To the extent not  prohibited by law, the Fund,  any other Strong Fund,  and the
Advisor,  each has the right to set-off against a shareholder's  account balance
with a Strong Fund, and redeem from such account,  any debt the  shareholder may
owe any of  these  entities.  This  right  applies  even if the  account  is not
identically registered.

SHARES IN CERTIFICATE FORM

Certificates  will be issued for shares held in a Fund account only upon written
request.  A shareholder will,  however,  have full shareholder rights whether or
not a certificate is requested.


<PAGE>



SIGNATURE GUARANTEES

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

o    when  requesting  distributions  be sent from a Strong  mutual fund account
     ("First Account") to any other non-Strong account ("Second Account") if the
     Second  Account is not  registered in the same names as the First  Account,
     unless  the  First  Account  is an  individual  account  and you are also a
     registered holder of the Second Account;
o    when  transferring  the  ownership of an account to another  individual  or
     organization;
o    when submitting a written redemption request for more than $100,000;
o    when  requesting  to redeem or  redeposit  shares  that have been issued in
     certificate form;
o    if requesting a certificate after opening an account;
o    when  requesting  that  redemption  proceeds be sent to a different name or
     address than is registered on an account;
o    if adding/changing a name or adding/removing an owner on an account; and
o    if adding/changing the beneficiary on a 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.

TELEPHONE AND ELECTRONIC EXCHANGE/REDEMPTION/PURCHASE PRIVILEGES

The Fund employs reasonable procedures to confirm that instructions communicated
by  telephone  or  electronically  are  genuine.  The Fund 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  or  electronically,  providing
written  confirmations  of such  transactions  to the  address of  record,  tape
recording telephone instructions, and backing up electronic transactions.

                                  ORGANIZATION

The Fund is a "Series" of common  stock of a  Corporation,  as  described in the
chart below:
<TABLE>
<CAPTION>
<S>                                      <C>             <C>            <C>            <C>            <C>

                                         Incorporation   Date Series    Date Class     Authorized         Par
              Corporation                    Date          Created        Created        Shares        Value ($)
---------------------------------------- -------------- -------------- -------------- -------------- --------------
Strong Opportunity Fund, Inc.              07/05/83                                    Indefinite            .01
   - Strong Opportunity Fund*                             07/05/83                     Indefinite            .01
       oInvestor Class(1)                                                07/05/83      Indefinite            .01
       oAdvisor Class                                                    02/17/00      Indefinite            .01
   -Strong Advisor Endeavor 20 Fund*                      12/15/00                     Indefinite            .01
       oClass A                                                          12/15/00      Indefinite            .01
       oClass B                                                          12/15/00      Indefinite            .01
       oClass C                                                          12/15/00      Indefinite            .01
       oClass L                                                          12/15/00      Indefinite            .01
    -Strong Endeavor Fund                                 __/__/__                     Indefinite            .01
   -Strong Science and Technology Fund*                   12/15/00                     Indefinite            .01
</TABLE>

* Described in a different prospectus and SAI.
(1) Prior to February 17, 2000,  the Investor  Class shares were  designated  as
common stock of the Fund.

The Strong Advisor Endeavor 20 Fund,  Strong Endeavor Fund,  Strong  Opportunity
Fund, and Strong Science and Technology  Fund are  diversified  series of Strong
Opportunity Fund, Inc., which is an open-end management investment company.

The Corporation is a Wisconsin  corporation that is authorized to offer separate
series of shares  representing  interests in separate  portfolios 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 the
Corporation  provide  that if  additional  series  of shares  are  issued by the
Corporation,  such  new  series  of  shares  may  not  affect  the  preferences,
limitations,  or relative rights of the  Corporation's  outstanding  shares.  In
addition,  the Board of Directors of the  Corporation  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 within a series
may differ.  Finally,  all holders of shares of the Corporation may vote on each
matter  presented to  shareholders  for action except with respect to any matter
that affects only one or more series or class,  in which case only the shares of
the affected  series or class are  entitled to vote.  Each share of the Fund has
one vote,  and all shares  participate  equally in dividends  and other  capital
gains  distributions  by the Fund and in the residual  assets of the Fund in the
event of liquidation.  Fractional shares have the same rights proportionately as
do full shares.  Shares of the Corporation  have no preemptive,  conversion,  or
subscription  rights. If the Corporation  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

The Wisconsin Business Corporation Law permits registered  investment companies,
such as the Fund, to operate  without an annual  meeting of  shareholders  under
specified  circumstances  if an annual  meeting is not required by the 1940 Act.
The Fund has adopted the  appropriate  provisions  in its Bylaws and may, at its
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 1940 Act.

The Fund's Bylaws allow for a director to be removed by its shareholders with or
without  cause,  only at a  meeting  called  for the  purpose  of  removing  the
director. 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 the Fund shall promptly call a special meeting of shareholders  for
the  purpose  of voting  upon the  question  of  removal  of any  director.  The
Secretary shall inform such  shareholders  of the reasonable  estimated costs of
preparing and mailing the notice of the meeting, and upon payment to the Fund of
such  costs,  the Fund  shall  give not less than ten nor more than  sixty  days
notice of the special meeting.

                             PERFORMANCE INFORMATION

The Strong Funds may advertise a variety of types of performance  information as
more fully  described  below.  The Fund's  performance  is  historical  and past
performance does not guarantee the future  performance of the Fund. From time to
time,  the  Advisor  may agree to waive or reduce its  management  fee and/or to
absorb certain operating  expenses for the Fund.  Waivers of management fees and
absorption  of  expenses   will  have  the  effect  of  increasing   the  Fund's
performance.

DISTRIBUTION RATE

The distribution rate for the Fund is computed,  according to a non-standardized
formula, by dividing the total amount of actual  distributions per share paid by
the Fund over a twelve  month  period by the Fund's net asset  value on the last
day of the period.  The distribution  rate differs from the Fund's yield because
the distribution rate includes  distributions to shareholders from sources other
than dividends and interest,  such as short-term capital gains.  Therefore,  the
Fund's distribution rate may be substantially different than its yield. Both the
Fund's yield and distribution rate will fluctuate.

AVERAGE ANNUAL TOTAL RETURN

The Fund's average annual total return  quotation is computed in accordance with
a standardized  method  prescribed by rules of the SEC. The average annual total
return  for the Fund for a  specific  period  is  calculated  by first  taking a
hypothetical $10,000 investment  ("initial  investment") in the Fund's shares on
the  first  day of the  period  and  computing  the  "redeemable  value" of that
investment at the end of the period. The redeemable value is then divided by the
initial  investment,  and this quotient is taken to the Nth root (N representing
the number of years in the period) and 1 is subtracted from the result, which is
then  expressed as a  percentage.  The  calculation  assumes that all income and
capital gains dividends paid by the Fund have been reinvested at net asset value
on the  reinvestment  dates  during the period.  Average  annual  total  returns
reflect the impact of sales charges, if any.

TOTAL RETURN

Calculation of the 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 the 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 the Fund have  been  reinvested  at net  asset  value of the Fund 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.  Total
returns reflect the impact of sales charges, if any.

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  may 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.  Cumulative  total returns reflect the impact of
sales charges, if any.

COMPARISONS

U.S.  TREASURY  BILLS,  NOTES,  OR  BONDS.  Investors  may want to  compare  the
performance of the 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 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.

CERTIFICATES OF DEPOSIT. Investors may want to compare the Fund's performance to
that  of  certificates  of  deposit  offered  by  banks  and  other   depositary
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 depositary institutions are subject to change at any time specified by the
issuing institution.

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

LIPPER INC. ("LIPPER") AND OTHER INDEPENDENT RANKING ORGANIZATIONS. From time to
time,  in marketing and other fund  literature,  the 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
gains dividends  reinvested.  Such calculations do not include the effect of any
sales  charges  imposed by other  funds.  The Fund will be  compared to Lipper's
appropriate  fund category,  that is, by fund objective and portfolio  holdings.
The Fund's  performance  may also be compared to the average  performance of its
Lipper category.

MORNINGSTAR, INC. The Fund's performance may also be compared to the performance
of other mutual funds by  Morningstar,  Inc.,  which rates funds on the basis of
historical  risk and total return.  Morningstar's  ratings 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.  Ratings  are not  absolute  and do not  represent  future
results.

OTHER SOURCES.  The Fund's  advertisements and supplemental sales literature may
contain full or partial reprints of editorials or articles evaluating the Fund's
management  and  performance  from such sources as Money,  Forbes,  Kiplinger's,
Smart Money,  Financial  World,  Business Week, U.S. News and World Report,  The
Wall Street  Journal,  Mutual Fund Magazine,  Barron's,  and various  investment
newsletters. The Fund may also include testimonials from shareholders,  clients,
and others that describe their  experiences  with the Fund, the Advisor,  or the
Distributor,  including  descriptions of the Fund's performance,  features,  and
attributes and the services,  tools,  and  assistance  provided by the Fund, the
Advisor, or the Distributor.

INDICES.  The Fund may compare  its  performance  to a wide  variety of indices.
There are differences and  similarities  between the investments that a Fund may
purchase and the investments measured by the indices.

HISTORICAL  ASSET CLASS  RETURNS.  From time to time,  marketing  materials  may
portray the historical returns of various asset classes. Such presentations will
typically compare the average annual rates of return of inflation, U.S. Treasury
bills, bonds, common stocks, and small stocks.  There are important  differences
between each of these  investments that should be considered in viewing any such
comparison.  The market value of stocks will fluctuate  with market  conditions,
and small-stock  prices generally will fluctuate more than  large-stock  prices.
Stocks are generally  more volatile than bonds.  In return for this  volatility,
stocks have generally performed better than bonds or cash over time. Bond prices
generally  will  fluctuate  inversely  with  interest  rates  and  other  market
conditions,  and the  prices of bonds  with  longer  maturities  generally  will
fluctuate more than those of  shorter-maturity  bonds.  Interest rates for bonds
may be fixed at the time of issuance,  and payment of principal and interest may
be  guaranteed  by the issuer  and,  in the case of U.S.  Treasury  obligations,
backed by the full faith and credit of the U.S. Treasury.

INVESTMENT  OBJECTIVE.  The Funds offer a comprehensive range of conservative to
aggressive  investment  options.  The Funds and their investment  objectives are
listed below.
<TABLE>
<CAPTION>
<S>                                       <C>

FUND NAME                                   INVESTMENT OBJECTIVE

----------------------------------------- --------------------------------------------------------------------------
CASH MANAGEMENT
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong  Advantage  Fund                    Current  income  with a very low degree of  share-price
                                           fluctuation.
----------------------------------------- --------------------------------------------------------------------------
Strong  Heritage  Money Fund               Current  income,  a stable  share price,  and daily
                                           liquidity.
----------------------------------------- --------------------------------------------------------------------------
Strong  Investors  Money Fund              Current  income,  a stable share price,  and daily
                                           liquidity.
----------------------------------------- --------------------------------------------------------------------------
Strong  Money  Market Fund                 Current  income,  a stable  share  price,  and daily
                                           liquidity.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Municipal Advantage  Fund          Federally tax-exempt  current income with a very
                                          low degree of share-price fluctuation.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Municipal Money Market Fund        Federally tax-exempt  current  income,  a stable
                                          share-price, and daily liquidity.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Tax-Free Money Fund                Federally tax-exempt  current  income,  a stable
                                          share-price, and daily liquidity.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------

----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
GROWTH AND INCOME
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong  American  Utilities  Fund         Total return by investing  for both income and
                                          capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Balanced Fund                      High total return  consistent with reasonable risk over the
                                          long term.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Blue Chip 100 Fund                 Total return by investing for both income and capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Growth and Income Fund             High total return by investing for capital growth and income.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Limited Resources Fund             Total return by investing for both capital growth
                                          and income.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong  Schafer  Balanced  Fund           Total  return by  investing  for both income and
                                          capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Schafer Value Fund                 Long-term  capital appreciation    principally    through
                                          investment  in common stocks and other equity securities. Current income is a
                                          secondary objective.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------

----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
EQUITY
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Discovery Fund                     Capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Dow 30 Value Fund                  Capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Endeavor Fund                      Capital growth
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Enterprise Fund                    Capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Growth Fund                        Capital growth.
----------------------------------------- --------------------------------------------------------------------------


<PAGE>


----------------------------------------- --------------------------------------------------------------------------
Strong Growth 20 Fund                     Capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Index 500 Fund                     To approximate as closely as practicable (before fees and expenses) the
                                          capitalization-weighted total rate of return of that portion of the U.S.
                                          market for publicly traded common stocks composed of the larger
                                          capitalized companies.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Internet Fund                      Capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Large Cap Growth Fund              Capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Mid Cap Disciplined Fund           Capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Opportunity Fund                   Capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Strategic Growth Fund              Capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Technology 100 Fund                Capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong U.S. Emerging Growth Fund          Capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Value Fund                         Capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------

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


<PAGE>


----------------------------------------- --------------------------------------------------------------------------
INCOME
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Corporate  Bond Fund               Total  return by investing  for a high level of current
                                          income  with  a  moderate   degree  of share-price fluctuation.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Government Securities Fund         Total return by  investing  for a high level of  current  income  with  a  moderate
                                          degree of share-price fluctuation.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong High-Yield Bond Fund               Total return by investing for a high level of current income and capital
                                          growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Short-Term  Bond Fund              Total  return by investing  for a high level of current
                                          income    with   a   low   degree   of share-price fluctuation.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Short-Term  High Yield Bond Fund   Total return by  investing  for a high level of  current  income  with  a  moderate
                                          degree of share-price fluctuation.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------

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

----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
INTERNATIONAL
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Asia Pacific Fund                  Capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Foreign MajorMarketsSM Fund        Capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong International Bond Fund            High total return by investing for both income and capital appreciation.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong International Stock Fund           Capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Overseas Fund                      Capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------

----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
LIFE STAGE SERIES
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Aggressive Portfolio               Capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Conservative Portfolio             Total return by investing  primarily  for  income  and
                                          secondarily for capital growth.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Moderate  Portfolio                Total  return  by investing primarily for capital growth
                                          and secondarily for income.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------

----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
MUNICIPAL INCOME
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong High-Yield  Municipal  Bond Fund   Total return by  investing  for a high level
                                          of   federally    tax-exempt   current
                                          income.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Municipal  Bond Fund               Total  return by investing   for  a   high   level   of
                                          federally  tax-exempt  current  income with a moderate  degree of share-price
                                          fluctuation.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong  Short-Term  High Yield  Municipal Total return by investing  for a high level of  federally  tax-exempt
Fund                                      current  income with a moderate  degree of
                                          share-price fluctuation.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Short-Term  Municipal  Bond Fund   Total return by  investing  for a high level of federally tax-exempt current income
                                          with  a  low  degree  of   share-price fluctuation.
----------------------------------------- --------------------------------------------------------------------------
----------------------------------------- --------------------------------------------------------------------------
Strong Wisconsin  Tax-Free  Fund          Total return by  investing  for  a  high  level  of
                                          current  income  that is  exempt  from federal and Wisconsin  personal income
                                          taxe with a  moderate  degree of share price fluctuation.
----------------------------------------- --------------------------------------------------------------------------
</TABLE>

The Advisor also serves as Advisor to several management  investment  companies,
some of which fund  variable  annuity  separate  accounts  of certain  insurance
companies.

The Fund may from time to time be  compared  to other  Strong  Funds  based on a
risk/reward  spectrum.  In  general,  the  amount  of risk  associated  with any
investment  product  is  commensurate  with that  product's  potential  level of
reward.  The Strong Funds  risk/reward  continuum or any Fund's  position on the
continuum  may be described or  diagrammed  in marketing  materials.  The Strong
Funds  risk/reward  continuum  positions  the risk and reward  potential of each
Strong Fund relative to the other Strong Funds,  but is not intended to position
any Strong Fund relative to other mutual funds or investment products. Marketing
materials  may also  discuss  the  relationship  between  risk and  reward as it
relates to an individual investor's portfolio.

TYING TIME FRAMES TO YOUR  GOALS.  There are many issues to consider as you make
your investment  decisions,  including analyzing your risk tolerance,  investing
experience, and asset allocations. You should start to organize your investments
by learning to link your many financial goals to specific time frames.  Then you
can begin to identify the  appropriate  types of  investments  to help meet your
goals. As a general rule of thumb, the longer your time horizon,  the more price
fluctuation you will be able to tolerate in pursuit of higher returns.  For that
reason, many people with longer-term goals select stocks or long-term bonds, and
many people with nearer-term goals match those up with for instance,  short-term
bonds. The Advisor developed the following suggested holding periods to help our
investors set realistic  expectations  for both the risk and reward potential of
our funds.  (See table  below.) Of course,  time is just one element to consider
when making your investment decision.

                 STRONG FUNDS SUGGESTED MINIMUM HOLDING PERIODS
<TABLE>
<CAPTION>
<S>                          <C>                          <C>                            <C>

       UNDER 1 YEAR                 1 TO 2 YEARS                  4 TO 7 YEARS                 5 OR MORE YEARS
       ------------                 ------------                  ------------                 ---------------
Heritage Money Fund          Advantage Fund               Conservative Portfolio         Aggressive Portfolio
Investors Money Fund         Municipal Advantage Fund     Corporate Bond Fund            American Utilities Fund
Money Market Fund                                         Government Securities Fund     Asia Pacific Fund
Municipal Money Market Fund         2 TO 4 YEARS          High-Yield Bond Fund           Balanced Fund
                                    ------------
Tax-Free Money Fund          Short-Term Bond Fund         High-Yield Municipal Bond      Blue Chip 100 Fund
                             Short-Term High Yield Bond   Fund                           Discovery Fund
                             Fund                         International Bond Fund        Dow 30 Value Fund
                             Short-Term High Yield        Municipal Bond Fund            Endeavor Fund
                             Municipal Fund               Wisconsin Tax-Free Fund        Enterprise Fund
                             Short-Term Municipal Bond                                   Foreign MajorMarketsSM Fund
                             Fund                                                        Growth Fund
                                                                                         Growth 20 Fund
                                                                                         Growth and Income Fund
                                                                                         Index 500 Fund
                                                                                         International Stock Fund
                                                                                         Internet Fund
                                                                                         Large Cap Growth Fund
                                                                                         Limited Resources Fund
                                                                                         Mid Cap Disciplined Fund
                                                                                         Moderate Portfolio
                                                                                         Opportunity Fund
                                                                                         Overseas Fund
                                                                                         Schafer Balanced Fund
                                                                                         Schafer Value Fund
                                                                                         Strategic Growth Fund
                                                                                         Technology 100 Fund
                                                                                         U.S. Emerging Growth Fund
                                                                                         Value Fund
</TABLE>


PRODUCT LIFE  CYCLES.  Discussions  of product  life cycles and their  potential
impact  on the  Fund's  investments  may be used  in  advertisements  and  sales
materials.  The basic  idea is that most  products  go through a life cycle that
generally  consists of an early  adoption  phase,  a rapid growth  phase,  and a
maturity  phase.  The early  adoption phase  generally  includes the time period
during which the product is first being developed and marketed. The rapid growth
phase usually  occurs when the general  public  becomes aware of the new product
and sales are rising. The maturity phase generally includes the time period when
the  public has been  aware of the  product  for a period of time and sales have
leveled off or declined.

By identifying and investing in companies that produce or service  products that
are in the early adoption phase of their life cycle,  it may be possible for the
Fund to benefit if the  product  moves into a prolonged  period of rapid  growth
that enhances the company's stock price.  However,  you should keep in mind that
investing  in a  product  in its  early  adoption  phase  does not  provide  any
guarantee  of profit.  A product may  experience  a prolonged  rapid  growth and
maturity phase without any corresponding  increase in the company's stock price.
In addition,  different  products have life cycles that may be longer or shorter
than those depicted and these variations may influence whether the product has a
positive  effect on the company's  stock price.  For example,  a product may not
positively  impact a company's  stock price if it experiences an extremely short
rapid growth or maturity phase because the product  becomes  obsolete soon after
it is introduced to the general  public.  Other products may never move past the
early adoption phase and have no impact on the company's stock price.

ADDITIONAL FUND INFORMATION

PORTFOLIO  CHARACTERISTICS.  In order to present a more complete  picture of the
Fund's  portfolio,  marketing  materials may include various actual or estimated
portfolio   characteristics,   including   but  not  limited  to  median  market
capitalizations,  earnings  per share,  alphas,  betas,  price/earnings  ratios,
returns  on  equity,  dividend  yields,  capitalization  ranges,  growth  rates,
price/book ratios, top holdings, sector breakdowns,  asset allocations,  quality
breakdowns, and breakdowns by geographic region.

MEASURES OF VOLATILITY AND RELATIVE PERFORMANCE.  Occasionally statistics may be
used to specify fund  volatility  or risk.  The general  premise is that greater
volatility connotes greater risk undertaken in achieving  performance.  Measures
of volatility  or risk are generally  used to compare the Fund's net asset value
or  performance  relative to a market index.  One measure of volatility is beta.
Beta is the  volatility of a fund relative to the total market as represented by
the  Standard  & Poor's  500 Stock  Index.  A beta of more  than 1.00  indicates
volatility  greater  than the  market,  and a beta of less than  1.00  indicates
volatility  less than the  market.  Another  measure  of  volatility  or risk is
standard  deviation.  Standard deviation is a statistical tool that measures the
degree to which a fund's  performance  has varied from its  average  performance
during a particular time period.

Standard deviation is calculated using the following formula:

         Standard deviation = the square root of  (SIGMA)(xi - xm)2
                                                            n-1

Where:   (SIGMA) = "the sum of",
         xi = each  individual  return during the time period,  xm = the average
         return over the time period,  and n = the number of individual  returns
         during the time period.

Statistics may also be used to discuss the Fund's relative performance. One such
measure is alpha.  Alpha  measures the actual  return of a fund  compared to the
expected  return of a fund given its risk (as  measured by beta).  The  expected
return is based on how the market as a whole  performed,  and how the particular
fund has historically performed against the market.  Specifically,  alpha is the
actual  return less the  expected  return.  The  expected  return is computed by
multiplying  the  advance or decline  in a market  representation  by the Fund's
beta. A positive alpha quantifies the value that the fund manager has added, and
a negative alpha quantifies the value that the fund manager has lost.

Other  measures  of  volatility  and  relative   performance   may  be  used  as
appropriate.  However,  all such  measures  will  fluctuate and do not represent
future results.

                               GENERAL INFORMATION

BUSINESS PHILOSOPHY

The Advisor is an independent,  Midwestern-based  investment  advisor,  owned by
professionals active in its management. Recognizing that investors are the focus
of  its  business,  the  Advisor  strives  for  excellence  both  in  investment
management and in the service  provided to investors.  This  commitment  affects
many  aspects  of  the  business,   including  professional  staffing,   product
development, investment management, and service delivery.

The increasing complexity of the capital markets requires specialized skills and
processes for each asset class and style.  Therefore,  the Advisor believes that
active management should produce greater returns than a passively managed index.
The Advisor has brought together a group of top-flight investment  professionals
with  diverse  product  expertise,  and each  concentrates  on their  investment
specialty. The Advisor believes that people are the firm's most important asset.
For this reason, continuity of professionals is critical to the firm's long-term
success.

INVESTMENT ENVIRONMENT

Discussions of economic,  social,  and political  conditions and their impact on
the Fund may be used in  advertisements  and sales materials.  Such factors that
may impact the Fund include,  but are not limited to, changes in interest rates,
political developments, the competitive environment, consumer behavior, industry
trends, technological advances,  macroeconomic trends, and the supply and demand
of various financial instruments. In addition,  marketing materials may cite the
portfolio management's views or interpretations of such factors.

EIGHT BASIC PRINCIPLES FOR SUCCESSFUL MUTUAL FUND INVESTING

These common sense rules are followed by many  successful  investors.  They make
sense for beginners,  too. If you have a question on these principles,  or would
like to discuss them with us, please contact us at 1-800-368-3863.


1.   HAVE A PLAN - even a  simple  plan  can  help  you  take  control  of  your
     financial  future.  Review your plan once a year, or if your  circumstances
     change.

2.   START INVESTING AS SOON AS POSSIBLE.  Make time a valuable ally. Let it put
     the power of  compounding  to work for you,  while  helping to reduce  your
     potential investment risk.

3.   DIVERSIFY YOUR PORTFOLIO. By investing in different asset classes - stocks,
     bonds,  and cash - you help protect against poor performance in one type of
     investment while including investments most likely to help you achieve your
     important goals.

4.   INVEST  REGULARLY.  Investing  is a  process,  not  a  one-time  event.  By
     investing regularly over the long term, you reduce the impact of short-term
     market  gyrations,  and you attend to your  long-term  plan  before  you're
     tempted to spend those assets on short-term needs.

5.   MAINTAIN A LONG-TERM PERSPECTIVE. For most individuals, the best discipline
     is  staying  invested  as market  conditions  change.  Reactive,  emotional
     investment  decisions  are all too often a source of regret - and principal
     loss.

6.   CONSIDER STOCKS TO HELP ACHIEVE MAJOR LONG-TERM  GOALS.  Over time,  stocks
     have  provided the more powerful  returns  needed to help the value of your
     investments stay well ahead of inflation.

7.   KEEP A COMFORTABLE AMOUNT OF CASH IN YOUR PORTFOLIO. To meet current needs,
     including emergencies, use a money market fund or a bank account - not your
     long-term investment assets.

8.   KNOW WHAT YOU'RE BUYING.  Make sure you understand the potential  risks and
     rewards associated with each of your investments. Ask questions...  request
     information...make  up your own mind.  And choose a fund company that helps
     you make informed investment decisions.

STRONG RETIREMENT PLAN SERVICES

Strong  Retirement Plan Services offers a full menu of high quality,  affordable
retirement plan options, including traditional money purchase pension and profit
sharing plans, 401(k) plans, simplified employee pension plans, salary reduction
plans,  Keoghs,  and 403(b) plans.  Retirement plan specialists are available to
help companies  determine  which type of retirement  plan may be appropriate for
their particular situation.


<PAGE>



TURNKEY APPROACH. The retirement plans offered by the Advisor are designed to be
streamlined  and simple to  administer.  To this end,  the Advisor has  invested
heavily in the equipment,  systems, technology, and people necessary to adopt or
convert a plan,  and to keep it  running  smoothly.  The  Advisor  provides  all
aspects of the plan, including plan design, administration,  recordkeeping,  and
investment   management.   To  streamline  plan  design,  the  Advisor  provides
customizable  IRS-approved  prototype  documents.  The  Advisor's  services also
include annual  government  reporting and testing as well as daily  valuation of
each  participant's  account.  This  structure  is  intended  to  eliminate  the
confusion and complication  often associated with dealing with multiple vendors.
It is also designed to save plan sponsors time and expense.

The Advisor strives to provide one-stop retirement savings programs that combine
the advantages of proven investment management, flexible plan design, and a wide
range of investment options.

RETIREMENT  OPTIONS.  The Advisor  works  closely with plan sponsors to design a
comprehensive  retirement  program.  The open  architecture  design of the plans
allows for the use of the family of mutual funds  managed by the Advisor as well
as a stable asset value option. Large company plans may supplement these options
with their  company  stock (if publicly  traded) or funds from other  well-known
mutual fund families.

EDUCATION. Participant education and communication are key to the success of any
retirement  program,  and therefore are two of the most important  services that
the Advisor  provides.  The  Advisor's  goal is twofold:  to make sure that plan
participants  fully  understand  their  options  and to  educate  them about the
lifelong  investment  process.  To this end,  the Advisor  provides  attractive,
readable print  materials that are  supplemented  with audio and video tapes and
retirement  education  programs.  The  Advisor  will work with plan  sponsors to
identify participants' education needs.

SERVICE. The Advisor's goal is to provide a world class level of service through
the use of experienced  retirement plan  professionals and advanced  technology.
One aspect of that service is an experienced,  knowledgeable  team that provides
ongoing support for plan sponsors, both at adoption or conversion and throughout
the life of a plan.  The Advisor is committed to delivering  accurate and timely
information, evidenced by straightforward, complete, and understandable reports,
participant account statements,  and plan summaries.  The Advisor invests in the
latest  technology  in order to provide  plan  sponsors  and  participants  with
superior service.

The Advisor has designed both "high-tech" and "high-touch" systems, providing an
automated telephone system and Internet access as well as professional  personal
contact.   Participants   can  access   daily   account   information,   conduct
transactions, or have questions answered in the way that is most comfortable for
them.

STRONG FINANCIAL INTERMEDIARY GROUP

The Strong  Financial  Intermediary  Group is  dedicated  to  helping  financial
advisors better serve their clients.  Financial advisors receive regular updates
on the mutual funds managed by the Advisor, access to portfolio managers through
special  conference  calls,  consolidated  mailings  of  duplicate  confirmation
statements,  access to the Advisor's  network of regional  representatives,  and
other  specialized  services.  For  more  information  on the  Strong  Financial
Intermediary Group, call 1-800-368-1683.

                             INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers  LLP, 100 East Wisconsin Avenue, Milwaukee, WI 53202, are
the  independent   accountants  for  the  Fund,  providing  audit  services  and
assistance and consultation  with respect to the preparation of filings with the
SEC.

                                  LEGAL COUNSEL

Godfrey & Kahn, S.C., 780 North Water Street, Milwaukee, WI 53202, acts as legal
counsel for the Fund.


<PAGE>


                      APPENDIX - DEFINITION OF BOND RATINGS

                     STANDARD & POOR'S ISSUE CREDIT RATINGS

A  Standard  &  Poor's  issue  credit  rating  is  a  current   opinion  of  the
creditworthiness of an obligor with respect to a specific financial  obligation,
a specific  class of  financial  obligations,  or a specific  financial  program
(including  ratings on medium term note programs and commercial paper programs).
It takes into consideration the  creditworthiness  of guarantors,  insurers,  or
other forms of credit  enhancement  on the obligation and takes into account the
currency in which the obligation is denominated.  The issue credit rating is not
a recommendation to purchase, sell, or hold a financial obligation,  inasmuch as
it does not comment as to market price or suitability for a particular investor.

Issue credit ratings are based on current information  furnished by the obligors
or  obtained  by Standard & Poor's  from other  sources it  considers  reliable.
Standard & Poor's does not perform an audit in connection with any credit rating
and may, on occasion,  rely on unaudited financial  information.  Credit ratings
may  be  changed,  suspended,  or  withdrawn  as a  result  of  changes  in,  or
unavailability of, such information, or based on other circumstances.

Issue credit ratings can be either long-term or short-term.  Short-term  ratings
are  generally  assigned  to  those  obligations  considered  short-term  in the
relevant  market.  In the U.S.,  for  example,  that means  obligations  with an
original  maturity  of no more  than  365  days -  including  commercial  paper.
Short-term ratings are also used to indicate the  creditworthiness of an obligor
with  respect to put  features on  long-term  obligations.  The result is a dual
rating, in which the short-term rating addresses the put feature, in addition to
the usual long-term rating. Medium-term notes are assigned long-term ratings.

Issue  credit  ratings  are  based,  in  varying   degrees,   on  the  following
considerations:

1.   Likelihood of payment - capacity and willingness of the obligor to meet its
     financial  commitment on an obligation in accordance  with the terms of the
     obligation;

2.   Nature of and provisions of the obligation;

3.   Protection  afforded by, and relative  position of, the  obligation  in the
     event of bankruptcy, reorganization, or other arrangement under the laws of
     bankruptcy and other laws affecting creditors' rights.

The issue rating  definitions  are  expressed in terms of default risk. As such,
they  pertain  to  senior  obligations  of an  entity.  Junior  obligations  are
typically rated lower than senior obligations,  to reflect the lower priority in
bankruptcy,  as noted above.  (Such  differentiation  applies when an entity has
both senior and subordinated obligations,  secured and unsecured obligations, or
operating company and holding company obligations.) Accordingly,  in the case of
junior debt, the rating may not conform exactly with the category definition.

'AAA'

An obligation  rated 'AAA' has the highest rating assigned by Standard & Poor's.
The  obligor's  capacity to meet its financial  commitment on the  obligation is
extremely strong.

'AA'

An  obligation  rated 'AA' differs from the highest  rated  obligations  only in
small  degree.  The obligor's  capacity to meet its financial  commitment on the
obligation is very strong.

'A'

An obligation  rated 'A' is somewhat more  susceptible to the adverse effects of
changes in  circumstances  and economic  conditions  than  obligations in higher
rated  categories.  However,  the  obligor's  capacity  to  meet  its  financial
commitment on the obligation is still strong.

'BBB'

An obligation  rated 'BBB' exhibits  adequate  protection  parameters.  However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened  capacity  of the  obligor to meet its  financial  commitment  on the
obligation.

Obligations  rated  'BB',  'B',  'CCC',  'CC'  and 'C' are  regarded  as  having
significant  speculative  characteristics.  'BB'  indicates  the least degree of
speculation and 'C' the highest.  While such  obligations  will likely have some
quality  and  protective  characteristics,  these  may be  outweighed  by  large
uncertainties or major exposures to adverse conditions.

'BB'

An obligation rated 'BB' is less vulnerable to nonpayment than other speculative
issues.  However,  it faces major ongoing  uncertainties  or exposure to adverse
business,  financial,  or economic  conditions which could lead to the obligor's
inadequate capacity to meet its financial commitment on the obligation.

'B'

An obligation rated 'B' is more vulnerable to nonpayment than obligations  rated
'BB',  but  the  obligor  currently  has the  capacity  to  meet  its  financial
commitment  on  the  obligation.   Adverse  business,   financial,  or  economic
conditions will likely impair the obligor's  capacity or willingness to meet its
financial commitment on the obligation.

'CCC'

An  obligation  rated  'CCC'  is  currently  vulnerable  to  nonpayment,  and is
dependent upon favorable  business,  financial,  and economic conditions for the
obligor to meet its  financial  commitment  on the  obligation.  In the event of
adverse business,  financial, or economic conditions,  the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.

'CC'

An obligation rated 'CC' is currently highly vulnerable to nonpayment.

'C'

A subordinated  debt or preferred stock obligation rated 'C' is CURRENTLY HIGHLY
VULNERABLE to nonpayment.  The 'C' rating may be used to cover a situation where
a bankruptcy  petition has been filed or similar  action taken,  but payments on
this obligation are being continued.  A 'C' also will be assigned to a preferred
stock  issue in  arrears on  dividends  or sinking  fund  payments,  but that is
currently paying.

'D'

An obligation rated 'D' is in payment  default.  The 'D' rating category is used
when  payments  on an  obligation  are not  made on the  date  due,  even if the
applicable grace period has not expired,  unless Standard & Poor's believes that
such payments will be made during such grace period. The 'D' rating also will be
used upon the filing of a bankruptcy  petition or the taking of a similar action
if payments on an obligation are jeopardized.

Plus (+) or minus (-) : The  ratings  from 'AA' to 'CCC' may be  modified by the
addition  of a plus or minus  sign to show  relative  standing  within the major
rating categories.


<PAGE>



r

This symbol is attached to the ratings of instruments with significant noncredit
risks. It highlights  risks to principal or volatility of expected returns which
are not addressed in the credit rating. Examples include:  obligations linked or
indexed to equities,  currencies, or commodities;  obligations exposed to severe
prepayment risk - such as interest-only or principal-only  mortgage  securities;
and obligations with unusually risky interest terms, such as inverse floaters.

N.R.

This indicates  that no rating has been  requested,  that there is  insufficient
information on which to base a rating, or that Standard & Poor's does not rate a
particular obligation as a matter of policy.

                         MOODY'S LONG-TERM DEBT RATINGS

Aaa - Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest  degree of investment  risk and are generally  referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change,  such changes as can be  visualized  are most  unlikely to impair the
fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high-grade
bonds.  They are rated lower than the best bonds  because  margins of protection
may not be as large as in Aaa securities or  fluctuation of protective  elements
may be of greater  amplitude or there may be other  elements  present which make
the long-term risk appear somewhat larger than the Aaa securities.

A - Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade  obligations.  Factors giving security to
principal  and interest  are  considered  adequate,  but elements may be present
which suggest a susceptibility to impairment some time in the future.

Baa - Bonds  which are  rated Baa are  considered  as  medium-grade  obligations
(i.e., they are neither highly protected nor poorly secured).  Interest payments
and principal  security appear  adequate for the present but certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics  and in
fact have speculative characteristics as well.

Ba - Bonds  which are rated Ba are judged to have  speculative  elements;  their
future cannot be considered as  well-assured.  Often the  protection of interest
and principal  payments may be very moderate,  and thereby not well  safeguarded
during  both  good  and bad  times  over the  future.  Uncertainty  of  position
characterizes bonds in this class.

B - Bonds  which are rated B generally  lack  characteristics  of the  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.

Caa - Bonds  which are rated Caa are of poor  standing.  Such  issues  may be in
default or there may be present  elements of danger with respect to principal or
interest.

Ca - Bonds which are rated Ca represent  obligations  which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C - Bonds which are rated C are the lowest  rated class of bonds,  and issues so
rated can be regarded as having  extremely  poor prospects of ever attaining any
real investment standing.


<PAGE>



             FITCH, INC. ("FITCH") LONG-TERM NATIONAL CREDIT RATINGS

AAA (xxx)

'AAA'  national  ratings  denote the  highest  rating  assigned  by Fitch in its
national  rating scale for that  country.  This rating is assigned to the "best"
credit risk relative to all other issuers or issues in the same country and will
normally be assigned to all  financial  commitments  issued or guaranteed by the
sovereign state.

AA (xxx)

'AA' national ratings denote a very strong credit risk relative to other issuers
or issues in the same  country.  The credit  risk  inherent  in these  financial
commitments  differs only slightly  from the country's  highest rated issuers or
issues.

A (xxx)

'A' national  ratings  denote a strong  credit risk relative to other issuers or
issues in the same  country.  However,  changes  in  circumstances  or  economic
conditions  may affect the  capacity  for timely  repayment  of these  financial
commitments  to a greater  degree than for  financial  commitments  denoted by a
higher rated category.

BBB (xxx)

'BBB' national  ratings denote an adequate credit risk relative to other issuers
or issues in the same country.  However,  changes in  circumstances  or economic
conditions are more likely to affect the capacity for timely  repayment of these
financial  commitments than for financial  commitments denoted by a higher rated
category.

BB (xxx)

'BB' national ratings denote a fairly weak credit risk relative to other issuers
or issues in the same  country.  Within the context of the  country,  payment of
these financial  commitments is uncertain to some degree and capacity for timely
repayment remains more vulnerable to adverse economic change over time.

B (xxx)

'B' national  ratings denote a significantly  weak credit risk relative to other
issuers or issues in the same country. Financial commitments are currently being
met but a limited  margin of safety  remains and capacity for  continued  timely
payments is  contingent  upon a  sustained,  favourable  business  and  economic
environment.

CCC (xxx), CC (xxx), C (xxx)

These  categories  of  national  ratings  denote an  extremely  weak credit risk
relative to other  issuers or issues in the same  country.  Capacity for meeting
financial  commitments is solely reliant upon sustained,  favourable business or
economic developments.

DDD (xxx), DD (xxx), D (xxx)

These  categories  of  national  ratings are  assigned to entities or  financial
commitments which are currently in default.

A special  identifier  for the country  concerned  will be added to all national
ratings. For illustrative purposes, (xxx) has been used, as above.

"+" or "-" may be appended to a national rating to denote relative status within
a major rating category. Such suffixes are not added to the 'AAA (xxx)' national
rating category or to categories below 'CCC (xxx)'.


<PAGE>



                               SHORT-TERM RATINGS

                STANDARD & POOR'S SHORT-TERM ISSUE CREDIT RATINGS

'A-1'

A short-term obligation rated 'A-1' is rated in the highest category by Standard
&  Poor's.  The  obligor's  capacity  to meet its  financial  commitment  on the
obligation is strong.  Within this category,  certain obligations are designated
with a plus sign (+). This  indicates  that the  obligor's  capacity to meet its
financial commitment on these obligations is extremely strong.

'A-2'

A short-term  obligation rated 'A-2' is somewhat more susceptible to the adverse
effects of changes in circumstances and economic  conditions than obligations in
higher rating categories.  However, the obligor's capacity to meet its financial
commitment on the obligation is satisfactory.

'A-3'

A short-term  obligation rated 'A-3' exhibits  adequate  protection  parameters.
However,  adverse economic conditions or changing  circumstances are more likely
to lead to a weakened  capacity of the obligor to meet its financial  commitment
on the obligation.

'B'

A short-term obligation rated 'B' is regarded as having significant  speculative
characteristics.  The obligor  currently  has the capacity to meet its financial
commitment on the  obligation;  however,  it faces major  ongoing  uncertainties
which could lead to the  obligor's  inadequate  capacity  to meet its  financial
commitment on the obligation.

'C'

A short-term  obligation rated 'C' is currently  vulnerable to nonpayment and is
dependent upon favorable  business,  financial,  and economic conditions for the
obligor to meet its financial commitment on the obligation.

'D'

A short-term obligation rated 'D' is in payment default. The 'D' rating category
is used when payments on an obligation  are not made on the date due even if the
applicable grace period has not expired,  unless Standard & Poor's believes that
such payments will be made during such grace period. The 'D' rating also will be
used upon the filing of a bankruptcy  petition or the taking of a similar action
if payments on an obligation are jeopardized.

           STANDARD & POOR'S SHORT-TERM MUNICIPAL ISSUE CREDIT RATINGS

SP-1

Strong capacity to pay principal and interest.  An issue determined to possess a
very strong capacity to pay debt service is given a plus (+) designation.

SP-2

Satisfactory capacity to pay principal and interest,  with some vulnerability to
adverse financial and economic changes over the term of the notes.

SP-3

Speculative capacity to pay principal and interest.

                         MOODY'S SHORT-TERM DEBT RATINGS

Moody's  short-term debt ratings are opinions of the ability of issuers to repay
punctually senior debt obligations.  These obligations have an original maturity
not exceeding one year, unless explicitly noted.

Moody's  employs the following three  designations,  all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

PRIME - 1 Issuers rated  Prime-1 (or  supporting  institutions)  have a superior
ability for repayment of senior short-term debt  obligations.  Prime-1 repayment
ability will often be evidenced by many of the following characteristics:

o    Leading market positions in well-established industries.
o    High rates of return on funds employed.
o    Conservative  capitalization  structure with moderate  reliance on debt and
     ample asset protection.
o    Broad  margins in  earnings  coverage of fixed  financial  charges and high
     internal cash generation.
o    Well-established access to a range of financial markets and assured sources
     of alternate liquidity.

PRIME - 2 Issuers  rated  Prime-2  (or  supporting  institutions)  have a strong
ability for repayment of senior short-term debt obligations.  This will normally
be evidenced by many of the characteristics cited above, but to a lesser degree.
Earnings  trends  and  coverage  ratios,  while  sound,  may be more  subject to
variation. Capitalization characteristics,  while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

PRIME - 3 Issuers rated Prime-3 (or supporting  institutions) have an acceptable
ability for repayment of senior short-term  obligations.  The effect of industry
characteristics and market  compositions may be more pronounced.  Variability in
earnings and profitability may result in changes in the level of debt protection
measurements  and may  require  relatively  high  financial  leverage.  Adequate
alternate liquidity is maintained.

NOT PRIME  Issuers  rated Not Prime do not fall  within any of the Prime  rating
categories.

            FITCH, INC. ("FITCH") SHORT-TERM NATIONAL CREDIT RATINGS

F1 (xxx)

Indicates the  strongest  capacity for timely  payment of financial  commitments
relative to other issuers or issues in the same country.  Under Fitch's national
rating scale,  this rating is assigned to the "best" credit risk relative to all
others in the same country and is normally assigned to all financial commitments
issued  or  guaranteed  by  the  sovereign  state.  Where  the  credit  risk  is
particularly strong, a "+" is added to the assigned rating.

F2 (xxx)

Indicates a satisfactory  capacity for timely  payment of financial  commitments
relative to other issuers or issues in the same country.  However, the margin of
safety is not as great as in the case of the higher ratings.

F3 (xxx)

Indicates  an adequate  capacity  for timely  payment of  financial  commitments
relative to other issuers or issues in the same country.  However, such capacity
is more susceptible to near-term adverse changes than for financial  commitments
in higher rated categories.

B (xxx)

Indicates an  uncertain  capacity  for timely  payment of financial  commitments
relative to other issuers or issues in the same country. Such capacity is highly
susceptible to near-term adverse changes in financial and economic conditions.

C (xxx)

Indicates  a  highly   uncertain   capacity  for  timely  payment  of  financial
commitments relative to other issuers or issues in the same country. Capacity or
meeting  financial  commitments  is solely  reliant upon a sustained,  favorable
business and economic environment.

D (xxx)

Indicates actual or imminent payment default.

A special  identifier  for the country  concerned  will be added to all national
ratings. For illustrative purposes, (xxx) has been used, as above.

"+" or "-" may be appended to a national rating to denote relative status within
a major rating  category.  Such suffixes are not added to ratings other than 'F1
(xxx)'.

In certain  countries,  regulators have established  credit rating scales, to be
used within  their  domestic  markets,  using  specific  nomenclature.  In these
countries, our rating definitions for F1+ (xxx), F1 (xxx), F2 (xxx) and F3 (xxx)
may be substituted by the regulatory scales, E.G. A1+, A1, A2 and A3.



                          STRONG OPPORTUNITY FUND, INC.

                                     PART C
                                OTHER INFORMATION

Item 23. EXHIBITS
<TABLE>
<CAPTION>
<S>       <C>    <C>

         (a)      Articles of Incorporation dated July 31, 1996(2)
         (a.1)    Amendment to Articles of Incorporation dated February 17, 2000(4)
         (a.2)    Amendment to Articles of Incorporation dated December 15, 2000(6)
         (a.3)    Amendment to Articles of Incorporation dated _______________*
         (b)      Bylaws dated October 20, 1995(1)
         (b.1)    Amendment to Bylaws dated May 1, 1998(3)
         (c)      Specimen Stock Certificate(4)
         (d)      Amended and Restated Investment Advisory Agreement (Opportunity Fund)(4)
         (d.1)    Investment Advisory Agreement (Advisor Endeavor 20 Fund, Science and Technology Fund, Endeavor Fund)(6)
         (e)      Distribution Agreement (Opportunity Fund, Science and Technology Fund, Endeavor Fund)(4)
         (e.1)    Distribution Agreement - Advisor Class (Opportunity Fund)(4)
         (e.2)    Distribution Agreement - Class A (Advisor Endeavor 20 Fund)(6)
         (e.3)    Distribution Agreement - Class B, C, L (Advisor Endeavor 20 Fund)(6)
         (e.4)    Dealer Agreement (Opportunity Fund)(4)
         (e.5)    Services Agreement (Advisor Endeavor 20 Fund, Opportunity Fund)(4)
         (e.6)    Mutual Fund Distribution and Shareholder Services Agreement (Advisor Endeavor 20 Fund)(6)
         (f)      Inapplicable
         (g)      Custody Agreement (Opportunity Fund)(1)
         (g.1)    Custody Agreement (Advisor Endeavor 20 Fund, Science and Technology Fund, Endeavor Fund)(6)
         (g.2)    Global Custody Agreement (Opportunity Fund)(1)
         (g.3)    Amendment to Global Custody Agreement dated August 26, 1996 (Opportunity Fund)(3)
         (h)      Amended and Restated Transfer and Dividend Disbursing Agent Agreement(4)
         (h.1)    Administration Agreement - Investor Class (Opportunity Fund, Endeavor Fund)(4)
         (h.2)    Administration Agreement - Advisor Class (Opportunity Fund)(4)
         (h.3)    Administration Agreement (Advisor Endeavor 20 Fund)(6)
         (i)      Opinion and Consent of Counsel*
         (j)      Inapplicable
         (k)      Inapplicable
         (l)      Stock Subscription Agreement*
         (m)      Amended and Restated Rule 12b-1 Plan (Opportunity Fund, Advisor Endeavor 20 Fund)(6)
         (n)      Amended and Restated Rule 18f-3 Plan (Opportunity Fund, Advisor Endeavor 20 Fund, Endeavor Fund)(6)
         (p)      Code of Ethics for Access Persons dated November 9, 2000(6)
         (p.1)    Code of Ethics for Non-Access Persons dated November 9, 2000(6)
         (q)      Power of Attorney(5)
         (r)      Letter of Representation*

* To be filed by Amendment.


(1)     Incorporated herein by reference to Post-Effective Amendment No. 14 to the Registration Statement on Form N-1A of Registrant
     filed on or about April 25, 1996.

(2)     Incorporated herein by reference to Post-Effective Amendment No. 15 to the Registration Statement on Form N-1A of Registrant
     filed on or about April 25, 1997.

(3)     Incorporated herein by reference to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A of Registrant
     filed on or about March 2, 1999.

(4)     Incorporated herein by reference to Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A of Registrant
     filed on or about February 22, 2000.

(5)     Incorporated herein by reference to Post-Effective Amendment No. 22 to the Registration Statement on Form N-1A of Registrant
     filed on or about October 13, 2000.

(6)     Incorporated herein by reference to Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A of Registrant
     filed on or about December 27, 2000.

</TABLE>


Item 24.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
          -------------------------------------------------------------

         Registrant neither controls any person nor is under common control with
any other person.

Item 25.  INDEMNIFICATION
          ----------------

         Officers and directors of the Fund, its advisor,  and  underwriter  are
insured under a joint  directors  and  officers/errors  and omissions  insurance
policy underwritten by a group of insurance companies in the aggregate amount of
$115,000,000,  subject to certain  deductions.  Pursuant to the authority of the
Wisconsin Business Corporation Law ("WBCL"),  Article VII of Registrant's Bylaws
provides as follows:

         ARTICLE VII.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

                  SECTION 7.01. MANDATORY INDEMNIFICATION. The Corporation shall
         indemnify,  to the full extent permitted by the WBCL, as in effect from
         time to time,  the  persons  described  in  Sections  180.0850  through
         180.0859 (or any successor  provisions) of the WBCL or other provisions
         of the law of the State of  Wisconsin  relating to  indemnification  of
         directors  and  officers,   as  in  effect  from  time  to  time.   The
         indemnification  afforded  such  persons by this  section  shall not be
         exclusive  of other rights to which they may be entitled as a matter of
         law.

                  SECTION   7.02.   PERMISSIVE   SUPPLEMENTARY   BENEFITS.   The
         Corporation may, but shall not be required to,  supplement the right of
         indemnification  under Section 7.01 by (a) the purchase of insurance on
         behalf  of any  one  or  more  of  such  persons,  whether  or not  the
         Corporation  would be obligated to indemnify  such person under Section
         7.01; (b) individual or group  indemnification  agreements with any one
         or more of such persons;  and (c) advances for related expenses of such
         a person.

               SECTION  7.03.  AMENDMENT.  This  Article  VII may be  amended or
          repealed  only by a vote of the  shareholders  and not by  --------- a
          vote of the Board of Directors.

               SECTION  7.04.  INVESTMENT  COMPANY  ACT.  In no event  shall the
          Corporation indemnify any person hereunder in
                                  ------------------------
         contravention of any provision of the Investment Company Act.

Item 26.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR

         The information  contained under "Who are the fund's investment advisor
and portfolio  managers?" in the Prospectus and under  "Directors and Officers,"
"Investment   Advisor,"  and   "Distributor"  in  the  Statement  of  Additional
Information is hereby  incorporated by reference  pursuant to Rule 411 under the
Securities Act of 1933.



<PAGE>


Item 27.  PRINCIPAL UNDERWRITERS

(a)  Strong Investments, Inc., principal underwriter for Registrant, also serves
     as principal  underwriter  for Strong  Advantage  Fund,  Inc.;  Strong Asia
     Pacific Fund, Inc.;  Strong Balanced Fund, Inc.;  Strong Common Stock Fund,
     Inc.; Strong  Conservative  Equity Funds, Inc.; Strong Corporate Bond Fund,
     Inc.;  Strong  Discovery  Fund,  Inc.;  Strong Equity Funds,  Inc.;  Strong
     Government  Securities  Fund, Inc.;  Strong Heritage Reserve Series,  Inc.;
     Strong  High-Yield  Municipal Bond Fund, Inc.;  Strong Income Funds,  Inc.;
     Strong Income Funds II, Inc.;  Strong  International  Equity  Funds,  Inc.;
     Strong  International  Income  Funds,  Inc.;  Strong Large Cap Growth Fund,
     Inc.,  Strong Life Stage  Series,  Inc.;  Strong Money  Market Fund,  Inc.;
     Strong Municipal Bond Fund, Inc.;  Strong  Municipal  Funds,  Inc.;  Strong
     Opportunity Fund II, Inc.; Strong Schafer Funds, Inc.; Strong Schafer Value
     Fund, Inc.;  Strong  Short-Term Bond Fund, Inc.;  Strong  Short-Term Global
     Bond Fund, Inc.;  Strong  Short-Term  Municipal Bond Fund, Inc.; and Strong
     Variable Insurance Funds, Inc.

         (b)
<TABLE>
<CAPTION>
<S>                                         <C>                                 <C>

Name and Principal                          Positions and Offices               Positions and Offices
BUSINESS ADDRESS                            WITH UNDERWRITER                    WITH FUND
----------------------------------------------------------------------------------------------------------

Peter D. Schwab                             President and Director              none
100 Heritage Reserve
Menomonee Falls, WI  53051

Richard W. Smirl                            Vice President and Chief
100 Heritage Reserve                        Compliance Officer                  none
Menomonee Falls, WI  53051

Dana J. Russart                             Vice President                      none
100 Heritage Reserve
Menomonee Falls, WI  53051

Michael W. Stefano                          Vice President                      none
100 Heritage Reserve
Menomonee Falls, WI  53051

Lawrence B. Zuntz                           Vice President                      none
100 Heritage Reserve
Menomonee Falls, WI  53051

Dennis A. Wallestad                         Vice President                      Vice President
100 Heritage Reserve
Menomonee Falls, WI  53051

Elizabeth N. Cohernour                      Secretary                           Vice President and
100 Heritage Reserve                                                            Secretary
Menomonee Falls, WI  53051

Thomas M. Zoeller                           Treasurer and Chief                 Vice President
100 Heritage Reserve                        Financial Officer
Menomonee Falls, WI  53051

Kevin J. Scott                              Assistant Treasurer                 none
100 Heritage Reserve
Menomonee Falls, WI  53051



<PAGE>



Constance R. Wick                           Assistant Secretary                none
100 Heritage Reserve
Menomonee Falls, WI  53051
</TABLE>

         (c)  None

Item 28.  LOCATION OF ACCOUNTS AND RECORDS

         All accounts,  books, or other  documents  required to be maintained by
Section 31(a) of the  Investment  Company Act of 1940 and the rules  promulgated
thereunder  are in the  physical  possession  of  Registrant's  Vice  President,
Elizabeth N. Cohernour, at Registrant's corporate offices, 100 Heritage Reserve,
Menomonee Falls, Wisconsin 53051.

Item 29.  MANAGEMENT SERVICES

         All management-related service contracts entered into by Registrant are
discussed in Parts A and B of this Registration Statement.

Item 30.  UNDERTAKINGS

         None


<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment   Company  Act  of  1940,   the   Registrant  has  duly  caused  this
Post-Effective  Amendment  to the  Registration  Statement  to be  signed on its
behalf by the undersigned,  thereto duly authorized, in the Village of Menomonee
Falls, and State of Wisconsin on the 12th day of January, 2001.

                                                   STRONG OPPORTUNITY FUND, INC.
                                                     (Registrant)


                                          By: /S/ ELIZABETH N. COHERNOUR
                                         ---------------------------------------
                                          Elizabeth N. Cohernour, Vice President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Post-Effective  Amendment  to the  Registration  Statement on Form N-1A has been
signed  below  by the  following  persons  in  the  capacities  and on the  date
indicated.

<TABLE>
<CAPTION>
<S>                  <C>                                           <C>                                <C>

                     NAME                                          TITLE                              DATE


                                                Chairman of the Board (Principal Executive
/s/ Richard S. Strong                           Officer) and a Director                         January 12, 2001
-----------------------------------------------
Richard S. Strong

                                                Treasurer (Principal Financial and
/s/ John W. Widmer                              Accounting Officer)                             January 12, 2001
-----------------------------------------------
John W. Widmer


                                                Director                                        January 12, 2001
-----------------------------------------------
Marvin E. Nevins*


                                                Director                                        January 12, 2001
-----------------------------------------------
Willie D. Davis*


                                                Director                                        January 12, 2001
-----------------------------------------------
William F. Vogt*


                                                Director                                        January 12, 2001
-----------------------------------------------
Stanley Kritzik*


                                                Director                                        January 12, 2001
-----------------------------------------------
Neal Malicky*

</TABLE>

*Susan A.  Hollister  signs this document  pursuant to powers of attorney  filed
with Post-Effective Amendment No. 22 to the Registration Statement on Form N-1A.



                                      By: /S/ SUSAN A. HOLLISTER
                                      ------------------------------------------
                                      Susan A. Hollister


<PAGE>



                                  EXHIBIT INDEX

                                                  EDGAR
  EXHIBIT NO.          EXHIBIT                    EXHIBIT NO.
  -----------          -------                    ----------

None




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