STRONG MONEY MARKET FUND INC
497, 1996-05-01
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<PAGE>   1
 
   
                            STRONG MONEY MARKET FUND
    
 
   
                                                          STRONG FUNDS
                                                         P.O. Box 2936
                                            Milwaukee, Wisconsin 53201
                                             Telephone: (414) 359-1400
                                             Toll-Free: (800) 368-3863
                                                        Device for the
                                                     Hearing-Impaired:
                                                        (800) 999-2780
    
 
   
   The Strong Family of Funds ("Strong Funds") is a family of more than
twenty-five diversified and non-diversified mutual funds. All of the Strong
Funds are no-load funds, meaning that you may purchase, redeem, or exchange
shares without paying a sales charge. Strong Funds include growth funds,
conservative equity funds, income funds, municipal income funds, international
funds, and cash management funds. The Strong Money Market Fund (the "Fund")
seeks current income, a stable share price, and daily liquidity. The Fund
invests in corporate, bank, and government instruments that present minimal
credit risk.
    
 
   
   This Prospectus contains information you should consider before you invest.
Please read it carefully and keep it for future reference. A Statement of
Additional Information for the Fund, dated March 1, 1996, contains further
information, is incorporated by reference into this Prospectus, and has been
filed with the Securities and Exchange Commission ("SEC"). This Statement, which
may be revised from time to time, is available without charge upon request to
the above-noted address or telephone number.
    
 
   
   AN INVESTMENT IN THE FUND IS NOT INSURED OR GUARANTEED BY THE U.S.
GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN
A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
    
 
- ----------------------------------------------------------------------------
 

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

- ----------------------------------------------------------------------------
 
                             Dated March 1, 1996
 
                            ---------------------
 
                             PROSPECTUS PAGE I-1
<PAGE>   2
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
        <S>                                          <C> 
        EXPENSES.....................................  I-3
        FINANCIAL HIGHLIGHTS.........................  I-5
        INVESTMENT OBJECTIVE AND POLICIES............  I-7
        IMPLEMENTATION OF POLICIES AND RISKS.........  I-8
        ABOUT THE FUND............................... I-11
        SHAREHOLDER MANUAL........................... II-1
</TABLE>
    
 
   
   No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and the Statement
of Additional Information, and if given or made, such information or
representations may not be relied upon as having been authorized by the Fund.
This Prospectus does not constitute an offer to sell securities in any state or
jurisdiction in which such offering may not lawfully be made.
    
 
                            ---------------------
 
                             PROSPECTUS PAGE I-2
<PAGE>   3
 
                                    EXPENSES
 
   
   The following information is provided in order to help you understand the
various costs and expenses that you, as an investor in the Fund, will bear
directly or indirectly.
    
 
                        SHAREHOLDER TRANSACTION EXPENSES
 
<TABLE>
            <S>                                          <C>
            Sales Load Imposed on Purchases.............  NONE
            Sales Load Imposed on Reinvested
              Dividends.................................  NONE
            Deferred Sales Load.........................  NONE
            Redemption Fees.............................  NONE
            Exchange Fees...............................  NONE
</TABLE>
 
   
   There are certain charges associated with retirement accounts and with
certain other special shareholder services offered by the Fund. Additionally,
purchases and redemptions may also be made through broker-dealers or others who
may charge a commission or other transaction fee for their services. (See
"Shareholder Manual - How to Buy Shares" and "- How to Sell Shares.")
    
 
                         ANNUAL FUND OPERATING EXPENSES
                    (as a percentage of average net assets)
- ----------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                             Management        Other       12b-1    Total Operating
                                 Fee         Expenses      Fee          Expenses
<S>                          <C>             <C>           <C>      <C>
Money Market                      .50%          .23%       NONE            .73%
</TABLE>
    
 
- ----------------------------------------------------------------------------
 
   
   From time to time, the Fund's investment advisor, Strong Capital Management,
Inc. (the "Advisor"), may voluntarily waive its management fee and/or absorb
certain expenses for the Fund. During the fiscal year ended October 31, 1995,
the Advisor waived a portion of its management fee and absorbed certain expenses
for the Fund. (See "Financial Highlights.") Therefore, the expenses specified in
the table above for the Fund have been restated for the fiscal year ended
October 31, 1995 to include such management fees and expenses. The actual total
operating expenses incurred for the fiscal year ended October 31, 1995 for the
Fund after waivers and absorptions, was .04%.
    
 
                             ---------------------
 
                               PROSPECTUS PAGE I-3
<PAGE>   4
 
   
   EXAMPLE. You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of each time period:
    
- ----------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                      Period (in years)
                              ----------------------------------
                               1       3       5      10
<S>                           <C>     <C>     <C>     <C> 
Money Market                  $ 7     $23     $41     $91
</TABLE>
    
 
- ----------------------------------------------------------------------------
 
   
   The Example is based on the Fund's "Total Operating Expenses" before any
waivers and absorptions, as described above. PLEASE REMEMBER THAT THE EXAMPLE
SHOULD NOT BE CONSIDERED AS REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND THAT
ACTUAL EXPENSES MAY BE HIGHER OR LOWER THAN THOSE SHOWN. The assumption in the
Example of a 5% annual return is required by regulations of the SEC applicable
to all mutual funds. The assumed 5% annual return is not a prediction of, and
does not represent, the projected or actual performance of the Fund's shares.
    
 
                             ---------------------
 
                               PROSPECTUS PAGE I-4
<PAGE>   5
 
                              FINANCIAL HIGHLIGHTS
 
   
   The following annual Financial Highlights for the Fund have been audited by
Coopers & Lybrand L.L.P., independent certified public accountants. Their report
for the ten-month fiscal year ended October 31, 1995 is included in the Annual
Report of the Income Funds that is contained in the Fund's Statement of
Additional Information. The Financial Highlights for the Fund should be read in
conjunction with the Financial Statements and related notes included in the
Fund's Annual Report. Additional information about the Fund's performance is
contained in the Fund's Annual Report, which may be obtained without charge by
calling or writing Strong Funds. The following presents information relating to
a share of common stock of the Fund outstanding for the entire period.
    
 
                             ---------------------
 
                               PROSPECTUS PAGE I-5
<PAGE>   6
 
<TABLE>
<CAPTION>
                 ------------------------------------------------------------------------------------------------
                STRONG MONEY MARKET FUND
                   1995**        1994         1993        1992       1991       1990       1989       1988       1987      1986
                 ----------   ----------   ----------   --------   --------   --------   --------   --------   --------   -------
<S>              <C>          <C>          <C>          <C>        <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET
  VALUE,
  BEGINNING
  OF PERIOD      $     1.00    $   1.00     $   1.00    $   1.00   $   1.00   $   1.00   $   1.00   $   1.00   $   1.00   $  1.00
  Net
    Investment
    Income             0.05        0.04         0.03        0.04       0.06       0.08       0.09       0.07       0.06      0.06
  Dividends
    From Net
    Investment
    Income            (0.05)      (0.04)       (0.03)      (0.04)     (0.06)     (0.08)     (0.09)     (0.07)     (0.06)    (0.06)
                 ----------   ----------   ----------   --------   --------   --------   --------   --------   --------   -------
NET ASSET
  VALUE, END OF
  PERIOD         $     1.00    $   1.00     $   1.00    $   1.00   $   1.00   $   1.00   $   1.00   $   1.00   $   1.00   $  1.00
                  =========   =========    =========    ========   ========   ========   ========   ========   ========   =======
Total Return          +5.2%       +4.0%        +2.9%       +3.7%      +6.1%      +8.1%      +9.2%      +7.5%      +6.4%     +6.5%
Net Assets, End
  of Period (In
  Thousands)     $1,934,071    $540,983     $329,988    $390,003   $533,869   $768,870   $829,332   $464,459   $194,963   $26,363
Ratio of
  Expenses to
  Average
  Net Assets           0.0%*       0.6%         0.7%        0.8%       0.7%       0.7%       0.7%       1.1%       0.8%      0.8%
Ratio of
  Expenses to
  Average
  Net Assets
  Without
  Waivers
  and
  Absorptions          0.7%*       0.9%         1.0%        1.1%       1.0%       0.9%       1.0%       1.1%       1.1%      1.3%
Ratio of Net
  Investment
  Income
  to Average
  Net Assets           6.1%*       4.0%         2.9%        3.7%       6.0%       7.8%       8.8%       7.4%       6.6%      5.8%
</TABLE>
 
 * Calculated on an annualized basis.
   
** For the ten-month fiscal year ended October 31, 1995. Total return and 
   portfolio turnover rate are not annualized.
    
 
                             ---------------------
 
                               PROSPECTUS PAGE I-6
<PAGE>   7
 
   
                       INVESTMENT OBJECTIVE AND POLICIES
    
 
   
   The Fund has adopted certain fundamental investment restrictions that are set
forth in its Statement of Additional Information ("SAI"). Those restrictions,
the Fund's investment objective, and any other investment policies identified as
"fundamental" cannot be changed without shareholder approval. To further guide
investment activities, the Fund has also instituted a number of non-fundamental
operating policies, which are described throughout this Prospectus and in the
SAI. Although operating policies may be changed by the Fund's Board of Directors
without shareholder approval, the Fund will promptly notify shareholders of any
material change in operating policies.
    
   
   The Fund seeks current income, a stable share price, and daily liquidity. The
Fund's investments include corporate, bank, and government instruments that
present minimal credit risk.
    
   The Fund is designed for investors who seek money-market yields with no
anticipated fluctuations in principal. Because the Fund seeks to maintain a
constant net asset value of $1.00 per share, capital appreciation is not
expected to play a role in the Fund's returns, and dividend income alone will
provide its entire investment return. All money market instruments can change in
value when interest rates or an issuer's creditworthiness changes dramatically.
Although the Fund's share price has remained constant in the past, THE FUND
CANNOT GUARANTEE THAT IT WILL ALWAYS BE ABLE TO MAINTAIN A STABLE NET ASSET
VALUE OF $1.00 PER SHARE. An investment in the Fund is neither insured nor
guaranteed by the U.S. government.
   
   The Fund invests in a combination of bank, corporate, and government
obligations that present minimal credit risks. The Fund restricts its
investments to instruments that meet certain maturity and quality standards
required or permitted by Rule 2a-7 under the Investment Company Act of 1940 (the
"1940 Act") for money market funds. Accordingly, the Fund:
    
    (i) limits its average portfolio maturity to ninety days or less;
   (ii) buys only securities with remaining maturities of thirteen months or
        less; and
  (iii) buys only U.S. dollar-denominated securities that represent minimal
        credit risks and are "high quality," as described below.
   
   The Fund invests only in high-quality securities. Accordingly, the Fund will
invest at least 95% of its total assets in "first-tier" securities, generally
defined as those securities that, at the time of acquisition, are rated in the
highest rating category by at least two nationally recognized statistical rating
organizations ("NRSROs") or, if unrated, are determined by the Advisor to be of
comparable quality. The balance of the Fund, up to 5% of its total assets, may
be invested in securities that are considered "second-tier" securities,
generally defined as those securities that, at the time of acquisition, are
rated in the second-highest rating category or are determined by the Advisor to
be of comparable quality.
    
 
                             ---------------------
 
                               PROSPECTUS PAGE I-7
<PAGE>   8
 
   
                      IMPLEMENTATION OF POLICIES AND RISKS
    
 
   
   In addition to the investment policies described above (and subject to
certain restrictions described below), the Fund may invest in some or all of the
following securities and may employ some or all of the following investment
techniques, some of which may present special risks as described below. A more
complete discussion of certain of these securities and investment techniques and
the associated risks is contained in the Fund's SAI.
    
 
DEBT OBLIGATIONS
 
   
   TYPES OF OBLIGATIONS. The Fund may not invest in any debt obligation that
does not meet the maturity and quality standards of Rule 2a-7 under the 1940 Act
for money market funds. Debt obligations in which the Fund may invest include
(i) corporate debt securities, including bonds, debentures, and notes; (ii) bank
obligations, such as certificates of deposit, banker's acceptances, and time
deposits of domestic and foreign banks and their subsidiaries and branches, and
domestic savings and loan associations (in amounts in excess of the insurance
coverage, currently $100,000 per account provided by the Federal Deposit
Insurance Corporation); (iii) commercial paper (including variable-amount master
demand notes); (iv) repurchase agreements; (v) floating- or variable-rate debt
obligations; (vi) asset-backed debt obligations; (vii) U.S. dollar denominated
foreign debt obligations; (viii) U.S. government securities issued or guaranteed
by the U.S. Treasury (such as bills, notes, or bonds) or by an agency or
instrumentality of the U.S. government; and (ix) municipal obligations.
    
 
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 or guaranteed by government agencies or instrumentalities include the
following:
 
- - the Federal Housing Administration, Farmers Home Administration, Export-Import
  Bank of the United States, Small Business Administration, and the Government
  National Mortgage Association, including GNMA pass-through certificates, whose
  securities are supported by the full faith and credit of the United States;
- - 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;
- - 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
 
                             ---------------------
 
                               PROSPECTUS PAGE I-8
<PAGE>   9
 
- - 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.
 
   
FOREIGN SECURITIES
    
 
   
   The Fund may invest up to 25% of its net assets directly or indirectly in
foreign securities. The Fund will limit its investments in foreign securities to
those denominated in U.S. dollars. The Fund may invest in U.S. securities
enhanced as to credit quality or liquidity by foreign issuers without regard to
this limitation.
    
   Foreign investments involve special risks, including:
 
- - expropriation, confiscatory taxation, and withholding taxes on dividends and
  interest;
- - less extensive regulation of foreign brokers, securities markets, and issuers;
- - less publicly available information and different accounting standards;
   
- - possible delays in settlement in foreign securities markets, limitations on
  the use or transfer of assets, and difficulty of enforcing obligations in
  other countries; and
    
- - diplomatic developments and political or social instability.
 
   
   Foreign economies may differ favorably or unfavorably from the U.S. economy
in various respects, including growth of gross domestic product, rates of
inflation, currency depreciation, capital reinvestment, resource
self-sufficiency, and balance-of-payments positions. Many foreign securities may
be less liquid and their prices more volatile than comparable U.S. securities.
    
 
   
REPURCHASE AGREEMENTS
    
 
   
   The Fund may enter into repurchase agreements with certain banks and 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 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 Fund may enter into repurchase agreements with respect to any
security in which it may invest. The Advisor will monitor, on an ongoing basis,
the value of the underlying securities to ensure that the value
    
 
                             ---------------------
 
                               PROSPECTUS PAGE I-9
<PAGE>   10
 
   
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.
    
 
   
WHEN-ISSUED SECURITIES
    
 
   
   The Fund may invest without limitation in securities purchased on a when-
issued or delayed-delivery basis. Although the payment and interest terms of
these securities are established at the time the purchaser enters into the
commitment, these securities may be delivered and paid for at a future date,
generally within 45 days. Purchasing when-issued securities allows the Fund to
lock in a fixed price or yield on a security it intends to purchase. However,
when the Fund purchases a when-issued security, it immediately assumes the risk
of ownership, including the risk of price fluctuation.
    
   
   The greater the Fund's outstanding commitments for these securities, the
greater the exposure to potential fluctuations in the net asset value of the
Fund. Purchasing when-issued securities may involve the additional risk that the
yield available in the market when the delivery occurs may be higher or the
market price lower than that obtained at the time of commitment. Although the
Fund may be able to sell these securities prior to the delivery date, it will
purchase when-issued securities for the purpose of actually acquiring the
securities, unless, after entering into the commitment, a sale appears desirable
for investment reasons. When required by SEC guidelines, the Fund will set aside
permissible liquid assets in a segregated account to secure its outstanding
commitments for when-issued securities.
    
 
ILLIQUID SECURITIES
 
   
   The Fund may invest up to 10% of its net assets in illiquid securities.
Illiquid securities are those securities that are not readily marketable,
including restricted securities and repurchase obligations maturing in more than
seven days. Certain restricted securities which may be resold to institutional
investors under Rule 144A under the Securities Act of 1933 and Section 4(2)
commercial paper may be determined to be liquid under guidelines adopted by each
Fund's Board of Directors.
    
 
                             ----------------------
 
                              PROSPECTUS PAGE I-10
<PAGE>   11
 
   
                                 ABOUT THE FUND
    
 
MANAGEMENT
 
   
   The Board of Directors of the Fund is responsible for managing its business
and affairs. The Fund has entered into an investment advisory agreement with
Strong Capital Management, Inc. (the "Advisor"). Under the terms of this
agreement, the Advisor manages the Fund's investments and business affairs
subject to the supervision of the Fund's Board of Directors.
    
 
   
   ADVISOR. The Advisor began conducting business in 1974. Since then, its
principal business has been providing continuous investment supervision for
individuals and institutional accounts, such as pension funds and profit-sharing
plans, as well as mutual funds, several of which are funding vehicles for
variable insurance products. As of February 29, 1996, the Advisor had over $18
billion under management. The Advisor's principal mailing address is P.O. Box
2936, Milwaukee, Wisconsin 53201. Mr. Richard S. Strong, the Chairman of the
Board of the Fund, is the controlling shareholder of the Advisor.
    
   
   As compensation for its services, the Fund pays the Advisor a monthly
management fee based on a percentage of the Fund's average daily net asset
value. The Fund's annual rate is .50%. From time to time, the Advisor may
voluntarily waive all or a portion of its management fee and/or absorb certain
Fund expenses without further notification of the commencement or termination of
such waiver or absorption. Any such waiver or absorption will temporarily lower
the Fund's overall expense ratio and increase the Fund's overall return to
investors.
    
 
   
   PORTFOLIO MANAGER. Mr. Jay N. Mueller serves as the portfolio manager for the
Fund. Mr. Mueller joined the Advisor in September 1991 as a securities analyst
and portfolio manager. For four years prior to that, he was a securities analyst
and portfolio manager with R. Meeder & Associates of Dublin, Ohio. Mr. Mueller
received his bachelor's degree in economics in 1982 from the University of
Chicago. Mr. Mueller is also a Chartered Financial Analyst. He has managed the
Strong Money Market Fund since September 1991. Mr. Mueller also manages the
Strong Heritage Money Fund and Strong Institutional Money Fund.
    
 
   
TRANSFER AND DIVIDEND-DISBURSING AGENT
    
 
   
   The Advisor, P.O. Box 2936, Milwaukee, Wisconsin 53201, also acts as
dividend-disbursing agent and transfer agent for the Fund. The Advisor is
compensated for its services based on an annual fee per account plus certain
out-of-pocket expenses. The fees received and the services provided as transfer
    
 
                             ----------------------
 
                              PROSPECTUS PAGE I-11
<PAGE>   12
 
   
agent and dividend-disbursing agent are in addition to those received and
provided under the Advisory Agreements between the Advisor and the Fund.
    
 
DISTRIBUTOR
 
   
   Strong Funds Distributors, Inc., P.O. Box 2936, Milwaukee, Wisconsin 53201,
an indirect subsidiary of the Advisor, acts as distributor of the shares of the
Fund.
    
 
ORGANIZATION
 
   
   SHAREHOLDER RIGHTS. The Fund is a Wisconsin corporation that is authorized to
issue shares of common stock and series and classes of series of shares of
common stock. Each share of the Fund has one vote, and all shares participate
equally in dividends and other capital gains distributions by the respective
Fund and in the residual assets of the respective Fund in the event of
liquidation. Certificates will be issued for shares held in your account only
upon your written request. You will, however, have full shareholder rights
whether or not you request certificates. Generally, the Fund will not hold an
annual meeting of shareholders unless required by the 1940 Act.
    
 
   
   SHAREHOLDER PRIVILEGES. The shareholders of the Fund may benefit from the
privileges described in the "Shareholder Manual" (see page II-1). However, the
Fund reserves the right, at any time and without prior notice, to suspend,
limit, modify, or terminate any of these privileges or their use in any manner
by any person or class.
    
 
   
DISTRIBUTIONS AND TAXES
    
 
   
   PAYMENT OF DIVIDENDS AND OTHER DISTRIBUTIONS. Unless you choose otherwise,
all your dividends and capital gains distributions will be automatically
reinvested in additional Fund shares. Or, you may elect to have all your
dividends and capital gain distributions from the Fund automatically invested in
additional shares of another Strong Fund. Shares are purchased at the net asset
value determined on the payment date. If you request in writing that your
dividends and other distributions be paid in cash, the Fund will credit your
bank account by Electronic Funds Transfer ("EFT") or issue a check to you within
five business days of the payment date. You may change your election at any time
by calling or writing Strong Funds. Strong Funds must receive any such change 7
days (15 days for EFT) prior to a dividend or capital gain distribution payment
date in order for the change to be effective for that payment.
    
   
   The policy of the Fund is to pay dividends from net investment income
monthly. The Fund may make additional distributions if necessary to avoid
imposition of a 4% excise tax on undistributed income. The Fund declares
    
 
                             ----------------------
 
                              PROSPECTUS PAGE I-12
<PAGE>   13
 
   
dividends on each day its net asset value is calculated, except for bank
holidays. Income earned on weekends, holidays (including bank holidays), and
days on which net asset value is not calculated is declared as a dividend on the
day on which the Fund's net asset value was most recently calculated.
    
 
   
   TAX STATUS OF DIVIDENDS AND OTHER DISTRIBUTIONS. You will be subject to
federal income tax at ordinary income tax rates on any dividends you receive
that are derived from investment company taxable income.
    
   
   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. All 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, although there are conditions to
this treatment in some states. You will be notified annually of the percentage
of a Fund's income that is derived from U.S. government securities.
    
 
   
   YEAR-END TAX REPORTING. After the end of each calendar year, you will receive
a statement (Form 1099) of the federal income tax status of your dividends paid
(or deemed paid) during the year.
    
 
   
   BACKUP WITHHOLDING. If you are an individual or certain other noncorporate
shareholder and do not furnish the Fund with a correct taxpayer identification
number, the Fund is required to withhold federal income tax at a rate of 31%
(backup withholding) from all dividends payable to you.
    
   
   Withholding at that rate from dividends payable to you also is required if
you otherwise are subject to backup withholding. To avoid backup withholding,
you must provide a taxpayer identification number and state that you are not
subject to backup withholding due to the underreporting of your income. This
certification is included as part of your application. Please complete it when
you open your account.
    
 
   
   TAX STATUS OF THE FUND. The Fund intends to continue to qualify for treatment
as a regulated investment company under Subchapter M of the Internal Revenue
Code and, if so qualified, will not be liable for federal income tax on earnings
distributed to its shareholders in a timely manner.
    
   
   This section is not intended to be a full discussion of present or proposed
federal income tax law and its effects on the Fund and investors therein. See
the SAI for a further discussion. There may be other federal, state, or local
tax considerations applicable to a particular investor. You are therefore urged
to consult your own tax adviser.
    
 
                             ----------------------
 
                              PROSPECTUS PAGE I-13
<PAGE>   14
 
PERFORMANCE INFORMATION
 
   
   The Fund may advertise a variety of types of performance information
including "yield," "average annual total return," "total return," "cumulative
total return," and "effective yield." Each of these figures is based upon
historical results and does not represent the future performance of the Fund.
    
   
   Yield is an annualized figure, which means that it is assumed that the Fund
generates the same level of net investment income over a one-year period. The
Fund's yield and effective yield are measures of the net investment income per
share earned by the Fund over a specific seven-day period and are shown as a
percentage of the investment. However, effective yield will be slightly higher
than the yield because effective yield assumes that the net investment income
earned by the Fund will be reinvested.
    
   
   Average annual total return and total return figures measure both the net
investment income generated by, and the effect of any realized and unrealized
appreciation or depreciation of, the underlying investments in the Fund assuming
the reinvestment of all dividends and distributions. Total return figures are
not annualized and simply represent the aggregate change of the Fund's
investments over a specified period of time.
    
 
                             ----------------------
 
                              PROSPECTUS PAGE I-14
<PAGE>   15
 
                               SHAREHOLDER MANUAL
 
<TABLE>
          <S>                                    <C>
          HOW TO BUY SHARES......................  II-1
          DETERMINING YOUR SHARE PRICE...........  II-5
          HOW TO SELL SHARES.....................  II-6
          SHAREHOLDER SERVICES...................  II-9
          REGULAR INVESTMENT PLANS............... II-11
          SPECIAL SITUATIONS..................... II-12
</TABLE>
 
HOW TO BUY SHARES
 
   
   All the Strong Funds are 100% no-load, meaning you may purchase, redeem, or
exchange shares directly at net asset value without paying a sales charge. Your
money will begin earning dividends the day after your purchase order is accepted
in proper form.
    
   Whether you are opening a new account or adding to an existing one, Strong
provides you with several methods to buy Fund shares.
 
                             ----------------------
 
                              PROSPECTUS PAGE II-1
<PAGE>   16
 
   -----------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                         TO OPEN A NEW ACCOUNT
- ------------------------------------------------------------------------------
<S>                      <C>
MAIL                     BY CHECK
                         - Complete and sign the application. Make your check
                         or money order payable to "Strong Funds."
                         - Mail to Strong Funds, P.O. Box 2936, Milwaukee,
                           Wisconsin 53201. If you're using an express
                           delivery service, send to Strong Funds, 100
                           Heritage Reserve, Menomonee Falls, Wisconsin 53051.
                         BY EXCHANGE
                         - Call 1-800-368-3863 for instructions on
                         establishing an account with an exchange by mail.
- ------------------------------------------------------------------------------
TELEPHONE                BY EXCHANGE
                         - Call 1-800-368-3863 to establish a new account by
1-800-368-3863             exchanging funds from an existing Strong Funds
24 HOURS A DAY,            account.
7 DAYS A WEEK            - Sign up for telephone exchange services when you
                         open your account. To add the telephone exchange
                           option to your account, call 1-800-368-3863 for a
                           Telephone Exchange Form.
                         - Please note that your accounts must be identically
                           registered and that you must exchange enough into
                           the new account to meet the minimum initial
                           investment.
- ------------------------------------------------------------------------------
IN PERSON                - Stop by our Investor Center in Menomonee Falls,
                         Wisconsin.
                           Call 1-800-368-3863 for hours and directions.
                         - The Investor Center can only accept checks or money
                           orders.
- ------------------------------------------------------------------------------
WIRE                     Call 1-800-368-3863 for instructions on opening an
                         account by
                         wire.
- ------------------------------------------------------------------------------
AUTOMATICALLY            USE STRONG'S "NO-MINIMUM INVESTMENT PROGRAM."
                         - If you sign up for Strong's Automatic Investment
                         Plan when you open your account, Strong Funds will
                           waive the Fund's minimum initial investment (see
                           chart on page II-4).
                         - Complete the Automatic Investment Plan section on
                         the account application.
                         - Mail to the address indicated on the application.
- ------------------------------------------------------------------------------
BROKER-DEALER            - You may purchase shares in the Fund through a
                         broker-dealer or other institution that may charge a
                           transaction fee.
                         - Strong Funds may only accept requests to purchase
                           shares into a broker-dealer street name account
                           from the broker-dealer.
</TABLE>
    
 
                             ----------------------
 
                              PROSPECTUS PAGE II-2
<PAGE>   17
 
   -----------------------------------------------------------------------------
                         TO ADD TO AN EXISTING ACCOUNT
- --------------------------------------------------------------------------------
BY CHECK
- - Complete an Additional Investment Form provided at the bottom of your account
  statement, or write a note indicating your fund account number and
  registration. Make your check or money order payable to "Strong Funds."
- - Mail to Strong Funds, P.O. Box 2936, Milwaukee, Wisconsin 53201. If you're
  using an express delivery service, send to Strong Funds, 100 Heritage Reserve,
  Menomonee Falls, Wisconsin 53051.
BY EXCHANGE
- - Call 1-800-368-3863 for instructions on exchanging by mail.
- --------------------------------------------------------------------------------
 
BY EXCHANGE
- - Add to an account by exchanging funds from another Strong Funds account.
- - Sign up for telephone exchange services when you open your account. To add the
  telephone exchange option to your account, call 1-800-368-3863 for a Telephone
  Exchange Form.
- - Please note that the accounts must be identically registered and that the
  minimum exchange is $50 or the balance of your account, whichever is less.
BY TELEPHONE PURCHASE
- - Sign up for telephone purchase when you open your account to make additional
  investments from $50 to $25,000 into your Strong Funds account by telephone.
  To add this option to your account, call 1-800-368-3863 for a Telephone
  Purchase Form.
Or use Strong DirectSM, Strong Funds' automated telephone response system. Call
1-800-368-3863 for details.
- --------------------------------------------------------------------------------
 
- - Stop by our Investor Center in Menomonee Falls, Wisconsin. Call 1-800-368-3863
  for hours and directions.
- - The Investor Center can only accept checks or money orders.
- --------------------------------------------------------------------------------
 
Call 1-800-368-3863 for instructions on adding to an account by wire.
- --------------------------------------------------------------------------------
 
USE ONE OF STRONG'S AUTOMATIC INVESTMENT PROGRAMS. Sign up for these services
when you open your account, or call 1-800-368-3863 for instructions on how to
add them to your existing account.
- - AUTOMATIC INVESTMENT PLAN. Make regular, systematic investments (minimum $50)
  into your Strong Funds account from your bank checking or NOW account.
  Complete the Automatic Investment Plan section on the account application.
- - AUTOMATIC EXCHANGE PLAN. Make regular, systematic exchanges (minimum $50) from
  one Strong Funds account to another. Call 1-800-368-3863 for an application.
- - PAYROLL DIRECT DEPOSIT. Have a specified amount (minimum $50) regularly
  deducted from your paycheck, social security check, military allotment, or
  annuity payment invested directly into your Strong Funds account. Call
  1-800-368-3863 for an application.
- - AUTOMATIC DIVIDEND REINVESTMENT. Unless you choose otherwise, all your
  dividends and capital gain distributions will be automatically reinvested in
  additional Fund shares. Or, you may elect to have your dividends and capital
  gain distributions automatically invested in shares of another Strong Fund.
- --------------------------------------------------------------------------------
 
   
- - You may purchase additional shares in the Fund through a broker-dealer or
  other institution that may charge a transaction fee.
    
- - Strong Funds may only accept requests to purchase additional shares into a
  broker-dealer street name account from the broker-dealer.
 
                             ----------------------
 
                              PROSPECTUS PAGE II-3
<PAGE>   18
 
                    WHAT YOU SHOULD KNOW ABOUT BUYING SHARES
 
- - Please make all checks or money orders payable to "Strong Funds."
- - We cannot accept third-party checks or checks drawn on banks outside the U.S.
   
- - You will be charged a $20 service fee for each check, wire, or Electronic
  Funds Transfer ("EFT") purchase that is returned unpaid, and you will be
  responsible for any resulting losses suffered by the Fund.
    
- - Further documentation may be requested from corporations, executors,
  administrators, trustees, guardians, agents, or attorneys-in-fact.
   
- - The Fund may decline to accept your purchase order upon receipt when, in the
  judgment of the Advisor, it would not be in the best interests of the existing
  shareholders.
    
- - The exchange privilege is available in all 50 states because all the Strong
  Funds intend to continue to qualify their shares for sale in all 50 states.
- - Minimum Investment Requirements:
  ----------------------------------------------------------------------------
 
   
   To open a regular account...........................................$1,000
    
 
   
   To open an IRA or Defined Contribution account......................$1,000
    
 
   To open an UGMA/UTMA account..........................................$250
 
   To open a 401(k) or 403(b) retirement account...................No Minimum
 
   To add to an existing account..........................................$50
 
   
   The Fund offers a No-Minimum Investment Program that waives the minimum
initial investment requirements for investors who participate in the Strong
Automatic Investment Plan (described on page II-11). Unless you participate in
the Strong No-Minimum Investment Program, please ensure that your purchases meet
the minimum investment requirements.
    
   
   Under certain circumstances (for example, if you discontinue a No-Minimum
Investment Program before you reach the Fund's minimum initial investment), the
Fund reserves the right to close your account. Before taking such action, the
Fund will provide you with written notice and at least 60 days in which to
reinstate an investment program or otherwise reach the minimum initial
investment required.
    
 
                             ----------------------
 
                              PROSPECTUS PAGE II-4
<PAGE>   19
 
                    WHAT YOU SHOULD KNOW ABOUT BUYING SHARES
                            THROUGH A BROKER-DEALER
 
   
- - If you purchase shares through a program of services offered or administered
  by a broker-dealer, financial institution, or other service provider, you
  should read the program's materials, including information relating to fees,
  in connection with the Fund's Prospectus. Certain features of the Fund may not
  be available or may be modified in connection with the program of services
  provided.
    
   
- - Certain broker-dealers, financial institutions, or other service providers
  that have entered into an agreement with the Distributor may enter purchase
  orders on behalf of their customers by phone, with payment to follow within
  several days as specified in the agreement. The Fund may effect such purchase
  orders at the net asset value next determined after receipt of the telephone
  purchase order. It is the responsibility of the broker-dealer, financial
  institution, or other service provider to place the order with the Funds on a
  timely basis. If payment is not received within the time specified in the
  agreement, the broker-dealer, financial institution, or other service provider
  could be held liable for any resulting fees or losses.
    
 
DETERMINING YOUR SHARE PRICE
 
   
   Generally, when you make any purchases, sales, or exchanges, the price of
your shares will be the net asset value ("NAV") next determined after Strong
Funds receives your request in proper form. If Strong Funds receives such
request prior to the close of the New York Stock Exchange (the "Exchange") on a
day on which the Exchange is open, your share price will be the NAV determined
that day. The NAV for the Fund is normally determined as of 3:00 p.m. Central
Time ("CT") each day the Exchange is open. The Fund reserves the right to change
the time at which purchases, redemptions, and exchanges are priced if the
Exchange closes at a time other than 3:00 p.m. CT or if an emergency exists. The
Fund's NAV is calculated by taking the fair value of the Fund's total assets,
subtracting all its liabilities, and dividing by the total number of shares
outstanding. Expenses are accrued and applied daily when determining the NAV.
    
   
   The securities in the portfolios of the Fund are valued on an amortized-cost
basis. Under this method of valuation, a security is initially valued at its
acquisition cost, and thereafter, amortization of any discount or premium is
assumed each day, regardless of the impact of fluctuating interest rates on the
market value of the instrument. Under most conditions, the Advisor believes it
will be possible to maintain the NAV of the Fund at $1.00 per share.
Calculations are periodically made to compare the value of the Fund's portfolio
valued at amortized cost with market values. If a deviation of 1/2 of 1% or more
were to occur between the net asset value calculated by reference to market
values and the Fund's $1.00 per share NAV, or if there were any other deviation
that
    
 
                             ----------------------
 
                              PROSPECTUS PAGE II-5
<PAGE>   20
 
the Board of Directors believed would result in a material dilution to
shareholders or purchasers, the Board of Directors would promptly consider what
action, if any, should be initiated.
 
HOW TO SELL SHARES
 
   You can access the money in your account at any time by selling (redeeming)
some or all of your shares back to the Fund. Once your redemption request is
received in proper form, Strong will normally mail you the proceeds the next
business day and, in any event, no later than seven days thereafter.
   To redeem shares, you may use any of the methods described in the following
chart. However, if you are selling shares in a retirement account, please call
1-800-368-3863 for instructions. Please note that there is a $10.00 fee for
closing an IRA or other retirement account or for transferring assets to another
custodian. For your protection, certain requests may require a signature
guarantee.
 
                             ----------------------
 
                              PROSPECTUS PAGE II-6
<PAGE>   21
 
   -----------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                         TO SELL SHARES
- ------------------------------------------------------------------------------
<S>                      <C>
MAIL                     FOR INDIVIDUAL, JOINT TENANT, AND UGMA/UTMA ACCOUNTS
                         - Write a "letter of instruction" that includes the
                         following information: your account number, the
                           dollar amount or number of shares you wish to
                           redeem, each owner's name, your street address, and
                           the signature of each owner as it appears on the
                           account.
                         - Mail to Strong Funds, P.O. Box 2936, Milwaukee,
                           Wisconsin 53201. If you're using an express
                           delivery service, send to 100 Heritage Reserve,
                           Menomonee Falls, Wisconsin 53051.
                         FOR TRUST ACCOUNTS
                         - Same as above. Please ensure that all trustees sign
                         the letter of instruction.
                         FOR OTHER REGISTRATIONS
                         - Call 1-800-368-3863 for instructions.
- ------------------------------------------------------------------------------
TELEPHONE                Sign up for telephone redemption services when you
                         open
1-800-368-3863           your account by checking the "Yes" box in the
24 HOURS A DAY,          appropriate section of the account application. To
7 DAYS A WEEK            add the telephone redemption option to your account,
                         call 1-800-368-3863 for a Telephone Redemption Form.
                         Once the telephone redemption option is in place, you
                         may sell shares ($500 minimum) by phone and arrange
                         to receive the proceeds in one of three ways:
                         TO RECEIVE A CHECK BY MAIL
                         - At no charge, we will mail a check to the address
                         to which your account is registered.
                         TO DEPOSIT BY EFT
                         - At no charge, we will transmit the proceeds by
                         Electronic Funds Transfer (EFT) to a pre-authorized
                           bank account. Usually, the funds will arrive at
                           your bank two banking days after we process your
                           redemption.
                         TO DEPOSIT BY WIRE
                         - For a $10 fee, we will transmit the proceeds by
                         wire to a pre-authorized bank account. Usually, the
                           funds will arrive at your bank the next banking day
                           after we process your redemption.
                         You may also use Strong Direct SM, Strong Funds'
                         automated telephone response system. Call
                         1-800-368-3863 for details.
- ------------------------------------------------------------------------------
CHECK WRITING            Sign up for the free check-writing privilege when you
                         open
                         your account. To add check writing to an existing
                         account or to order additional checks, call
                         1-800-368-3863.
                         - Please keep in mind that all check redemptions must
                         be for a minimum of $500 and that you cannot write a
                           check to close an account.
- ------------------------------------------------------------------------------
AUTOMATICALLY            You can set up automatic withdrawals from your
                         account at
                         regular intervals. To establish the Systematic
                         Withdrawal Plan, request a form by calling
                         1-800-368-3863.
- ------------------------------------------------------------------------------
BROKER-DEALER            You may also redeem shares through broker-dealers or
                         others
                         who may charge a commission or other transaction fee.
</TABLE>
 
                             ----------------------
 
                              PROSPECTUS PAGE II-7
<PAGE>   22
 
                   WHAT YOU SHOULD KNOW ABOUT SELLING SHARES
 
- - If you have recently purchased shares, please be aware that your redemption
  request may not be honored until the purchase check has cleared your bank,
  which generally occurs within ten calendar days.
- - You will be charged a $10 service fee for a stop-payment and replacement of a
  redemption or dividend check.
   
- - The right of redemption may be suspended during any period in which (i)
  trading on the Exchange is restricted, as determined by the SEC, or the
  Exchange is closed for other than weekends and holidays; (ii) the SEC has
  permitted such suspension by order; or (iii) an emergency as determined by the
  SEC exists, making disposal of portfolio securities or valuation of net assets
  of the Fund not reasonably practicable.
    
- - If you are selling shares you hold in certificate form, you must submit the
  certificates with your redemption request. Each registered owner must endorse
  the certificates and all signatures must be guaranteed.
- - Further documentation may be requested from corporations, executors,
  administrators, trustees, guardians, agents, or attorneys-in-fact.
 
                              REDEMPTIONS IN KIND
 
   
   The Fund has elected to be governed by Rule 18f-1 under the 1940 Act, which
obligates it 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 a 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.
    
 
                WHAT YOU SHOULD KNOW ABOUT TELEPHONE REDEMPTIONS
 
   
- - The Fund reserves the right to refuse a telephone redemption if it believes it
  advisable to do so.
    
- - Once you place your telephone redemption request, it cannot be canceled or
  modified.
 
                             ----------------------
 
                              PROSPECTUS PAGE II-8
<PAGE>   23
 
   
- - Investors will bear the risk of loss from fraudulent or unauthorized
  instructions received over the telephone provided that the Fund reasonably
  believes that such instructions are genuine. The Fund and its transfer agent
  employ reasonable procedures to confirm that instructions communicated by
  telephone are genuine. The Fund may incur liability if it does not follow
  these procedures.
    
- - Because of increased telephone volume, you may experience difficulty in
  implementing a telephone redemption during periods of dramatic economic or
  market changes.
 
SHAREHOLDER SERVICES
 
                              INFORMATION SERVICES
 
   
   24-HOUR ASSISTANCE. Strong Funds has registered representatives available to
help you 24 hours a day, 7 days a week. Call 1-414-359-1400 or toll-free
1-800-368-3863. You may also write to Strong Funds at the address on the cover
of this Prospectus, or e-mail us at [email protected].
    
 
   STRONG DIRECTSM AUTOMATED TELEPHONE SYSTEM. Also available 24 hours a day,
the Strong DirectSM automated response system enables you to use a touch-tone
phone to hear fund quotes and returns on any Strong Fund. You may also confirm
account balances, hear records of recent transactions and dividend activity, and
perform purchases, exchanges or redemptions among your existing Strong accounts.
Your account information is protected by a personal code that you establish. For
more information on this service, call 1-800-368-3863.
 
   
   STATEMENTS AND REPORTS. At a minimum, the Fund will confirm all transactions
for your account on a quarterly basis. We recommend that you file each quarterly
statement - and, especially, each calendar year-end statement - with your other
important financial papers, since you may need to refer to them at a later date
for tax purposes. Should you need additional copies of previous statements, you
may order confirmation statements for the current and preceding year at no
charge. Statements for earlier years are available for $10 each. Call
1-800-368-3863 to order past statements.
    
   Each year, you will also receive a statement confirming the tax status of any
distributions paid to you, as well as a semiannual report and an annual report
containing audited financial statements.
   To reduce the volume of mail you receive, only one copy of certain materials,
such as prospectuses and shareholder reports, is mailed to your household. Call
1-800-368-3863 if you wish to receive additional copies, free of charge.
   
   More complete information regarding the Fund's investment policies and
services is contained in its SAI, which you may request by calling or writing
    
 
                             ----------------------
 
                              PROSPECTUS PAGE II-9
<PAGE>   24
 
Strong Funds at the phone number and address on the cover of this Prospectus.
 
   CHANGING YOUR ACCOUNT INFORMATION. So that you continue receiving your Strong
correspondence, including any dividend checks and statements, please notify us
in writing as soon as possible if your address changes. You may use the
Additional Investment Form at the bottom of your confirmation
statement, or simply write us a letter of instruction that contains the
following information:
      1. a written request to change the address,
      2. the account number(s) for which the address is to be changed,
      3. the new address, and
      4. the signatures of all owners of the accounts.
   Please send your request to the address on the cover of this Prospectus.
   Changes to an account's registration - such as adding or removing a joint
owner, changing an owner's name, or changing the type of your account - must
also be submitted in writing. Please call 1-800-368-3863 for instructions. For
your protection, some requests may require a signature guarantee.
 
                              TRANSACTION SERVICES
 
   
   FREE EXCHANGE PRIVILEGE. You may exchange shares between identically
registered Strong Funds accounts, either in writing or by telephone. By
establishing the telephone exchange services, you authorize the Fund and its
agents to act upon your instruction by telephone to exchange shares from any
account you specify. For tax purposes, an exchange is considered a sale and a
purchase of Fund shares. Please obtain and read the appropriate prospectus
before investing in any of the Strong Funds. Since an excessive number of
exchanges may be detrimental to the Funds, the Fund reserves the right to
discontinue the exchange privilege of any shareholder who makes more than five
exchanges in a year or three exchanges in a calendar quarter.
    
 
   
   FREE CHECK-WRITING PRIVILEGES. You may also redeem shares by check in amounts
of $500 or more. There is no charge for check-writing privileges. Redemption by
check cannot be honored if share certificates are outstanding and would need to
be liquidated to honor the check. In addition, a check may not be honored if the
check results in you redeeming more than the lesser of $250,000 or 1% of the
Fund's assets during any 90-day period and the Advisor determines that existing
conditions make cash payments undesirable. Checks are supplied free of charge,
and additional checks will be sent to you upon request. The Fund does not return
the checks you write, although copies are available upon request.
    
   You may place stop-payment requests on checks by calling Strong Funds at
1-800-368-3863. A $10 fee will be charged for each stop-payment request. A stop
payment will remain in effect for two weeks following receipt of oral
instructions (six months following written instructions) by Strong Funds.
   If there are insufficient cleared shares in your account to cover the amount
of your redemption by check, the check will be returned, marked "insufficient
funds," and a fee of $10 will be charged to the account.
 
                            -----------------------
 
                              PROSPECTUS PAGE II-10
<PAGE>   25
 
REGULAR INVESTMENT PLANS
 
   
   AUTOMATIC INVESTMENT PLAN. The Automatic Investment Plan allows you to make
regular, systematic investments in the Fund from your bank checking or NOW
account. You may choose to make investments on any day of the month in amounts
of $50 or more. You can set up the Automatic Investment Plan with any financial
institution that is a member of the Automated Clearing House. Because the Fund
has the right to close an investor's account for failure to reach the minimum
initial investment, please consider your ability to continue this Plan until you
reach the minimum initial investment. Such closing may occur in periods of
declining share prices. To establish the Plan, complete the Automatic Investment
Plan section on the account application, or call 1-800-368-3863 for an
application.
    
 
   
   PAYROLL DIRECT DEPOSIT PLAN. Once you meet the Fund's minimum initial
investment requirement, you may purchase additional Fund shares through the
Payroll Direct Deposit Plan. Through this Plan, periodic investments (minimum
$50) are made automatically from your payroll check into your existing Fund
account. By enrolling in the Plan, you authorize your employer or its agents to
deposit a specified amount from your payroll check into the Fund's bank account.
In most cases, your Fund account will be credited the day after the amount is
received by the Fund's bank. In order to participate in the Plan, your employer
must have direct deposit capabilities through the Automated Clearing House
available to its employees. The Plan may be used for other direct deposits, such
as social security checks, military allotments, and annuity payments.
    
   To establish a Direct Deposit for your account, call 1-800-368-3863 to obtain
an Authorization for Payroll Direct Deposit to a Strong Funds Account form. Once
the Plan is established, you may alter the amount of the deposit, alter the
frequency of the deposit, or terminate your participation in the program by
notifying your employer.
 
   
   AUTOMATIC EXCHANGE PLAN. The Automatic Exchange Plan allows you to make
regular, systematic exchanges (minimum $50) from one Strong Funds account into
another Strong Funds account. By setting up the Plan, you authorize the Fund and
its agents to redeem a set dollar amount or number of shares from the first
account and purchase shares of a second Strong Fund. In addition, you authorize
the Fund and its agents to accept telephone instructions to change the dollar
amount and frequency of the exchange. An exchange transaction is a sale and
purchase of shares for federal income tax purposes and may result in a capital
gain or loss. To establish the Plan, request a form by calling 1-800-368-3863.
    
   To participate in the Automatic Exchange Plan, you must have an initial
account balance of $2,500 in the first account and at least the minimum initial
investment in the second account. Exchanges may be made on any day or days
 
                            -----------------------
 
                              PROSPECTUS PAGE II-11
<PAGE>   26
 
of your choice. If the amount remaining in the first account is less than the
exchange amount you requested, then the remaining amount will be exchanged. At
such time as the first account has a zero balance, your participation in the
Plan will be terminated. You may also terminate the Plan at any time by calling
or writing to the Fund. Once participation in the Plan has been terminated for
any reason, to reinstate the Plan you must do so in writing; simply investing
additional funds will not reinstate the Plan.
 
   SYSTEMATIC WITHDRAWAL PLAN. You can set up automatic withdrawals from your
account at regular intervals. To begin distributions, you must have an initial
balance of $5,000 in your account and withdraw at least $50 per payment. To
establish the Systematic Withdrawal Plan, request a form by calling
1-800-368-3863. Depending upon the size of the account and the withdrawals
requested (and fluctuations in net asset value of the shares redeemed),
redemptions for the purpose of satisfying such withdrawals may reduce or even
exhaust the account. If the amount remaining in the account is not sufficient to
meet a Plan payment, the remaining amount will be redeemed and the Plan will be
terminated.
 
SPECIAL SITUATIONS
 
   POWER OF ATTORNEY. If you are investing as attorney-in-fact for another
person, please complete the account application in the name of such person and
sign the back of the application in the following form: "[applicant's name] by
[your name], attorney-in-fact." To avoid having to file an affidavit prior to
each transaction, please complete the Power of Attorney form available from
Strong Funds at 1-800-368-3863. However, if you would like to use your own power
of attorney form, please call the same number for instructions.
 
   
   CORPORATIONS AND TRUSTS. If you are investing for a corporation, please
include with your account application a certified copy of your corporate
resolution indicating which officers are authorized to act on behalf of the
corporation. As an alternative, you may complete a Certification of Authorized
Individuals form, which can be obtained from the Fund. Until a valid corporate
resolution or Certification of Authorized Individuals is received by the Fund,
services such as telephone redemption, wire redemption, and check writing will
not be established.
    
   If you are investing as a trustee, please include the date of the trust. All
trustees must sign the application. If they do not, services such as telephone
redemption, wire redemption, and check writing will not be established. All
trustees must sign redemption requests unless proper documentation to the
contrary is provided to the Fund. Failure to provide these documents or
signatures as required when you invest may result in delays in processing
redemption requests.
 
                            -----------------------
 
                              PROSPECTUS PAGE II-12
<PAGE>   27
 
   
   SIGNATURE GUARANTEES. A signature guarantee is designed to protect you 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:
    
 
- - when you add the telephone redemption or check-writing options to your
  existing account;
- - if you transfer the ownership of your account to another individual or
  organization;
- - when you submit a written redemption request for more than $25,000;
- - when you request to redeem or redeposit shares that have been issued in
  certificate form;
- - if you open an account and later decide that you want certificates;
- - when you request that redemption proceeds be sent to a different name or
  address than is registered on your account;
- - if you add/change your name or add/remove an owner on your account; and
- - if you add/change the beneficiary on your transfer-on-death account.
 
   
   A signature guarantee may be obtained from any eligible guarantor
institution, as defined by the SEC. These institutions include banks, savings
associations, credit unions, brokerage firms, and others. PLEASE NOTE THAT A
NOTARY PUBLIC STAMP OR SEAL IS NOT ACCEPTABLE.
    



 
                             -----------------------
                              PROSPECTUS PAGE II-13
<PAGE>   28
 
                                     NOTES


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