STRONG MONEY MARKET FUND INC
497K2, 1999-01-21
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                                          Filed Pursuant to Rule 497(k)(1)(ii)
[PIE CHART WITH CASH EMPHASIS]
FUND PROFILE           
   
January 15, 1999                                         
    
THE STRONG MONEY MARKET FUND                                                    
THE STRONG MUNICIPAL MONEY MARKET FUND                                          

This profile summarizes key information about the Funds that is included in the 
Funds' prospectus. The Funds' prospectus includes additional information about  
the Funds, including a more detailed description of the risks associated with   
investing in the Funds that you may want to consider before you invest. You may 
obtain the prospectus and other information about the Funds at no cost by       
calling 1-800-368-3863 or visiting our web site at www.strongfunds.com.         

[STRONG LOGO]
   
    
<PAGE>
WHAT ARE THE FUNDS' GOALS?                                                      
The STRONG MONEY MARKET FUND seeks current income, a stable share price, and    
daily liquidity.                                                                

The STRONG MUNICIPAL MONEY MARKET FUND seeks federally tax-exempt current       
income, a stable share price, and daily liquidity.                              

WHAT ARE THE FUNDS' PRINCIPAL INVESTMENT STRATEGIES?                            
The MONEY MARKET FUND is managed to provide attractive yields and a stable      
share price of $1.00. It invests in a portfolio of high-quality, short-term     
debt securities issued by corporations, banks, and other financial              
institutions. The MUNICIPAL MONEY MARKET FUND follows a similar strategy, but   
invests primarily in municipal securities. The managers may sell a holding if   
its fundamental qualities deteriorate, or to take advantage of more attractive  
yield opportunities.                                                            
   
The MUNICIPAL MONEY MARKET FUND invests in municipal bonds whose interest may   
be subject to the Alternative Minimum Tax (AMT).                                
    
   
Additional information about the Funds' investments is available in annual and 
semiannual reports to shareholders. These reports discuss the market conditions 
and investment strategies that significantly affected performance during the    
past fiscal year. You may obtain these reports at no cost by calling            
1-800-368-3863.                                                                 
    
WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUNDS?                              
   
Your investment in these Funds is not insured or guaranteed by the Federal      
Deposit Insurance Corporation (FDIC) or any other government agency. The Funds' 
goal is to preserve the value of your investment at $1.00 per share. However,   
it is possible to lose money by investing in these Funds.                       
    
   
These Funds are appropriate for investors who are comfortable with the risks    
described here, and who need cash immediately. They can also be used as a       
permanent conservative part of your portfolio.                                  
    
<PAGE>
   
The return information provided illustrates how the Funds' performance can      
vary, which is one indication of the risks of investing in the Funds. Please    
keep in mind that the Funds' past performance does not represent how they will  
perform in the future. This information assumes that you reinvested all         
dividends and distributions.                                                    
    
CALENDAR YEAR TOTAL RETURNS                                                     
[BAR GRAPH]
   
<TABLE>
<CAPTION>
<S>    <C>            <C>              
Year   Money Market   Municipal Money
       Fund           Market Fund    
- -----  -------------  ---------------
 1989       9.2%            6.1%     
- -----  -------------  ---------------
 1990       8.1%            6.1%     
- -----  -------------  ---------------
 1991       6.1%            5.2%     
- -----  -------------  ---------------
 1992       3.7%            3.4%     
- -----  -------------  ---------------
 1993       2.9%            2.5%     
- -----  -------------  ---------------
 1994       4.0%            2.9%     
- -----  -------------  ---------------
 1995       6.2%            4.1%     
- -----  -------------  ---------------
 1996       5.3%            3.6%     
- -----  -------------  ---------------
 1997       5.3%            3.6%     
- -----  -------------  ---------------
 1998       5.3%            3.5%     
- -----  -------------  ---------------
</TABLE>
    
BEST AND WORST QUARTERLY PERFORMANCE (DURING THE PERIODS SHOWN ABOVE)           
<TABLE>
<CAPTION>
<S>                      <C>                     <C>                     
FUND NAME                BEST QUARTER RETURN     WORST QUARTER RETURN  
- -----------------------  ----------------------  ----------------------
Money Market             2.4% (2nd Q 1989)       0.7% (3rd Q 1993)     
- -----------------------  ----------------------  ----------------------
Municipal Money Market   1.6% (2nd Q 1989)       0.6% (1st Q 1994)     
- -----------------------  ----------------------  ----------------------
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS                                                    
   
AS OF 12-31-98                                                                  
FUND/INDEX     1-YEAR     5-YEAR     10-YEAR     SINCE INCEPTION                
MONEY MARKET      5.26%     5.22%     5.61%     5.91% (10-22-85)                
Salomon Bros. 3-Month                                                           
Treasury Bill Index      5.06%     5.10%     5.44%     5.66%                    
MUNICIPAL MONEY MARKET      3.55%     3.54%     4.10%     4.23% (10-23-86)      
Salomon Bros. 3-Month                                                           
Treasury Bill Index       5.06%     5.10%     5.44%     5.59%                   
    
THE SALOMON BROTHERS 3-MONTH TREASURY BILL INDEX IS AN UNMANAGED INDEX          
GENERALLY REPRESENTATIVE OF THE AVERAGE YIELD OF THREE-MONTH TREASURY BILLS.    
   
For current yield information on these Funds, call 1-800-368-3863.             
    
<PAGE>
WHAT ARE THE FUNDS' FEES AND EXPENSES?                                          

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

SHAREHOLDER FEES (fees paid directly from your investment)                      
The Funds are 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 each 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 amount of total return you receive.           

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF AVERAGE NET ASSETS)             
   
<TABLE>
<CAPTION>
<S>                 <C>               <C>               <C>                   
FUND                MANAGEMENT FEES   OTHER EXPENSES    TOTAL FUND EXPENSES*
- ------------------  ----------------  ----------------  --------------------
Money Market        0.50%             0.38%             0.88%               
- ------------------  ----------------  ----------------  --------------------
Municipal Money     0.50%             0.10%             0.60%               
Market                                                                      
- ------------------  ----------------  ----------------  --------------------
</TABLE>
    
   
*TOTAL FUND EXPENSES DO NOT REFLECT OUR WAIVER OF MANAGEMENT FEES AND/OR        
ABSORPTIONS. WITH SUCH WAIVERS AND/OR ABSORPTIONS, THE TOTAL FUND EXPENSES OF   
THE MONEY MARKET FUND WERE 0.48%. WE CAN TERMINATE THESE WAIVERS AND            
ABSORPTIONS AT ANY TIME. ALSO, WITH THE MUNICIPAL MONEY MARKET FUND, WE MAY     
VOLUNTARILY WAIVE SOME OR ALL OF OUR MANAGEMENT FEE AND/OR ABSORB SOME FUND     
EXPENSES. ANY WAIVERS AND/OR ABSORPTIONS WOULD TEMPORARILY LOWER YOUR           
INVESTMENT'S EXPENSE RATIO AND INCREASE YOUR INVESTMENT RETURN.                 
    
   
EXAMPLE: This example is intended to help you compare the cost of investing in  
the Funds, before fee waivers and expense absorptions, with the cost of         
investing in other mutual funds. The example assumes that you invest $10,000 in 
the Funds 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 Funds' operating expenses remain the same.     
Although your actual costs may be higher or lower, based on these assumptions   
your costs would be:                                                            
    
<TABLE>
<CAPTION>
<S>              <C>       <C>       <C>       <C>       
FUND             1 YEAR    3 YEARS   5 YEARS   10 YEARS
- ---------------  --------  --------  --------  --------
Money Market     $90       $281      $488      $1,084  
- ---------------  --------  --------  --------  --------
Municipal Money  $61       $192      $335      $750    
Market                                                 
- ---------------  --------  --------  --------  --------
</TABLE>

<PAGE>
WHO ARE THE FUNDS' INVESTMENT ADVISOR AND PORTFOLIO MANAGERS?                   
Strong Capital Management serves as the investment advisor for the Funds.       
   
Jay N. Mueller manages the MONEY MARKET FUND. He joined Strong as a portfolio   
manager in September 1991 and has more than 15 years of investment experience.  
    
   
Steven D. Harrop manages the MUNICIPAL MONEY MARKET FUND. He joined Strong as a 
portfolio manager in March 1991 and has more than 25 years of investment        
experience.                                                                     
    
HOW CAN I BUY FUND SHARES?                                                      
There are several ways you can open a new account in the Funds.                 

- - BY MAIL: Complete and sign the application. Make your check or money order 
  payable to Strong Funds. Mail it to Strong Funds, P.O. Box 2936, Milwaukee,   
  WI 53201.                                                                     
- - BY PHONE OR BY INTERNET: If you are a current Strong Funds shareholder and    
  choose exchange privileges, you can exchange shares from one Strong account   
  to open another.                                                              

You can also open an account in person or through a broker-dealer.              
   
The minimum initial investment is $2,500 for a regular account, $500 for an     
Education IRA, and $250 for an IRA or transfer or gift to minor account.        
Because the income from the MUNICIPAL MONEY MARKET FUND is generally exempt     
from federal income tax, the Fund may not be appropriate for IRAs or Education  
IRAs. If you establish an Automatic Investment Plan (not available for          
Education IRAs) of $50 or more per month, these minimums are waived. In all     
cases, the minimum for subsequent investments is $50. (For minimums on other    
retirement plans, call 1-800-368-2882.)                                         
    
<PAGE>
HOW CAN I SELL FUND SHARES?                                                     
There are several ways you can sell (redeem) your Fund shares.                  

- - BY MAIL: You can write a letter of instruction, including 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. Mail it   
  to Strong Funds, P.O. Box 2936, Milwaukee, WI 53201.                          
- - BY PHONE OR BY INTERNET: If you choose redemption privileges, you can sell    
  shares by phone or through our web site.                                      

You can also redeem shares in person, through a systematic withdrawal plan, or  
through a broker-dealer.                                                        

DO THE FUNDS PAY OUT DIVIDENDS OR CAPITAL GAINS? HOW ARE THEY TAXED?            
   
The Funds may earn income from interest on the bonds in their portfolios. The   
Funds declare income daily and distribute it monthly. Income will provide the   
entire return of these Funds.                                                   
    
   
Unless you elect otherwise, distributions will be automatically reinvested in   
the Fund that paid them. These distributions are taxable regardless of whether  
you reinvest them or take them in cash.                                         
    
   
Income from the MONEY MARKET FUND is taxable at ordinary federal income tax     
rates. The income from the MUNICIPAL MONEY MARKET FUND is generally exempt from 
federal income taxes, but may be subject to state tax. In addition, investors   
who are subject to the Alternative Minimum Tax (AMT) may have to pay federal    
income tax on a portion of their income from this Fund.                         
    
   
After the end of each calendar year, Strong sends shareholders a statement of   
the Funds' distributions to assist in tax preparation.                          
    
<PAGE>
WHAT SERVICES DOES STRONG FUNDS PROVIDE?                                        
Strong offers you a variety of ways to get information, monitor your            
investments, and buy and sell shares.                                           
   
- - Personal service 24 hours a day, 7 days a week                                
- - Automated telephone service                                                   
- - Online transaction services                                                   
- - Automatic investment plans                                                    
- - Payroll direct deposit                                                        
- - Automatic exchange services                                                   
- - Systematic withdrawal plans                                                   
- - Retirement plans for individuals and corporations                             
    
   
Strong representatives can tell you more about each of these services, and can  
also give you further information about buying and selling shares. Just call    
1-800-368-3863 anytime, day or night, or visit our web site at                  
WWW.STRONGFUNDS.COM.                                                            
    
<PAGE>
   
[PICTURE OF TELEPHONE]
To order a free prospectus kit,                                                 
call 1-800-368-1030                                                             

To learn more about our funds,                                                  
discuss an existing account,                                                    
or conduct a transaction,                                                       
call 1-800-368-3863                                                             
- ------------------------------                                                  
If you are a                                                                    
Financial Professional,                                                         
call 1-800-368-1683                                                             

[PICTURE OF STRONG WEB SITE ON COMPUTER]
Strong On-line                                                                  
www.strongfunds.com                                                             
    
[STRONG LOGO]
STRONG FUNDS                                                                    
P.O. Box 2936, Milwaukee, Wisconsin 53201                                      
   
Strong Investments, Inc. 10076L98                                               

PM0199                                                                          
    
<PAGE>

The following application is separate from the profile.

IRA ACCOUNT APPLICATION 
STRONG PRIMEMANAGERSSM
P.O. Box 3235 Milwaukee, WI 53201 www.strongfunds.com                           
Please complete this form to establish your Strong Prime Managers IRA. - This   
form cannot be used to open a Strong IRA outside of the Strong Prime Managers   
program. - If you are opening more than one type of IRA (Traditional, Roth, SEP,
or Rollover), please complete a separate Strong Prime Managers IRA Account      
Application for each type. - If this is a conversion from a Traditional IRA to a
Roth IRA, simply complete a Strong Prime Managers Roth IRA Conversion Form. -If 
you have questions about this application, call toll-free: 1-800-368-1550.      

1. Registration and Mailing Address                                             
_______________________________________________
Owner's name (first, middle, last)                                              
____________________________
Social Security number                                                          
___________________
Date of birth                                                                   
_______________________________________________
Street or P.O. Box                                                              
___________________________________
E-mail address (optional)                                                       
___________________________________
City                                                                            
(    )
__________________________
Daytime phone                                                                   
_________        __________
State            Zip code                                                       
(    )
__________________________
Evening phone                                                                   

__ U.S. citizen/Resident alien   or   __ Non-resident alien (Please specify     
country of tax residency.):__________________________ 
If this account is for a minor, please contact us at 1-800-368-1470.            
Duplicate statements and confirmations: If you would like account statements or 
trade confirmations sent to an additional address, please provide it below:     
__________________________________
Name                                                                            
__________________________________
Street or P.O. Box                                                              
________________________
City                                                                            
__________            _____________
State                 Zip code                                    

2. Employment Information                                                       
Industry regulations require that we gather employment and financial            
information, which will be kept confidential.                                   
Employment Status of IRA Owner:  __Employed   or   __Unemployed   or  __ Retired
______________________________
Occupation                                                                      
______________________________
Employer Name                                                                   
______________________________
If not employed, please indicate source of income                               
__________________________
City                                                                            
_________      _________
State          Zip code 
Special employment information                                                  
Are you or is an immediate family member either employed by or affiliated with a
member of an exchange or of the National Association of Securities Dealers, Inc.
(NASD)*, including Strong Funds Distributors, Inc.?    __ Yes     __ No 
If yes, please list person affiliated, company name and position:_______________
Are you or is an immediate family member either a director, a 10% shareholder,  
or a policy-making executive of a publicly-traded  company?    __ Yes     __ No 
If yes, please list person affiliated, company name and position:_______________
*  If yes, you must include a letter of account approval from your Compliance   
Officer. Notification of your intent to open an account will be sent to your  
employer in accordance with current regulation.                                 

3. Your Beneficiary                                                             
Please indicate the individual(s) or entity(ies) who will receive the IRA funds 
upon the death of the IRA owner.                                                
Note: If you desire to have multiple primary beneficiaries, list them on a      
separate sheet. Please include all information requested below for each         
additional beneficiary. If you are designating multiple primary beneficiaries,  
shares will be issued equally to all beneficiaries unless otherwise indicated. 
The sum of the percentages for all primary beneficiaries must equal 100.        
_________________________________________________
Beneficiary's name (first, middle, last) or entity                              
_______________________________
Taxpayer identification number                                                  
____________________
Date of birth (if applicable)                                                   
_______________________________
Street or P.O. Box                                                              
_______________________________
Relationship to you (if applicable)                                             
_______________________
City                                                                            
(    )
_____________________
Daytime phone                                                                   
_________        _____________
State            Zip code 
(    )
_____________________
Evening phone                                                                   
Spousal Consent: If you name someone other than your spouse and reside in a     
community or marital property state, including AZ, CA, ID, LA, NJ, NM, TX, WA,  
or WI, your spouse must consent. Signature of your spouse below represents      
consent to the beneficiary designation.                                         
X_________________________________
Signature of spouse                                                             
_________________________
Date                                                                            
                                                   Continued on next page    

<PAGE>                                                                          

4. Financial Information                                                        
Overall Investment Objectives For This Account (choose one):                    
__ Preservation of Capital             __ Income 
__ Trading or Speculation              __ Growth 
Investment Knowledge:                                                           
__ None            __ Limited           __ Moderate        __ Extensive 
Risk Tolerance:                                                                 
__ Low                           __ Moderate                    __ High 
Federal Tax Bracket:                                                            
__ 15%     __ 28%     __ 31%      __ over 31% 
Annual Income (from all sources):                                               
__ Under $15,000                                   __ $15,000 - $24,999 
__ $25,000 - $49,999                               __ $50,000 - $99,999 
__ $100,000 - $249,999                             __ $250,000+ 
Approximate Net Worth (excluding residence):                                    
__ Under $30,000                                     __ $30,000 - $49,999 
__ $50,000 - $99,999                                 __ $100,000 - $499,999 
__ $500,000+                                                                 
                                                                                
5. Retirement Account Type                                                      
Note: If this is a conversion from a Traditional IRA to a Roth IRA, simply    
complete a Strong Prime Managers Roth IRA Conversion Form instead.            
__ TRADITIONAL IRA                                                             
   __ Individual Account Please choose one:  __For tax year___($2,000 maximum*) 
 or  __ Rollover from another IRA                              
   __ Direct Rollover/Transfer (no maximum for a distribution from a Qualified  
Retirement Plan or 403(b)(7) plan). In addition, please complete a Strong Prime 
Managers Account Transfer Form.              
   Please choose one:  __ IRA to IRA   __ Qualified Plan (403(b), 401(k),       
Defined Contribution) to IRA  __ Rollover IRA to Rollover IRA                   
__ SEP-IRA (Simplified Employee Pension Plan)  Each employee must complete a  
Strong Prime Managers IRA Account Application and the employer must complete IRS
Form 5305-SEP.                             
  Please choose one:  __ For tax year_______ or  __ Rollover or transfer  
from another SEP-IRA                                                            
__ ROTH IRA  Please choose one:                                              
__ Contributory Account:  __ For tax year_____($2,000 maximum*)  or  
__Rollover from another Roth IRA                                              
__ Transfer of assets from Roth IRA (no maximum). Also, please complete a       
Strong Prime Managers Account Transfer Form. 
  Does this account contain any dollars from a 1998 Roth IRA Conversion?  __ Yes
If this box is not checked, we will assume no.                                  
  *You must have a total balance of $5,000 or more in the Strong Prime Managers 
program.                                                                        

6. Cash Management Fund                                                         
The initial deposit to open a Strong Prime Managers IRA account will be invested
into the Strong Money Market Fund (023), unless opened by Direct Transfer from a
fund on the Strong Prime Managers Fund Directory. Your initial deposit becomes  
available for investment into other Strong Prime Managers mutual funds the      
following business day. All future deposits will be made according to your      
instructions. If instructions are not provided, deposits will be credited to the
Strong Money Market Fund.                                                       

7. Account Funding
Investment minimum                                                              
$5,000 is the minimum initial deposit to join the Strong Prime Managers program.
Once your account has been established, you may move any amount into other      
Strong Prime Managers mutual funds, provided you meet each fund's minimum      
investment. $1,000 is the minimum for IRA fund positions; $2,500 is the minimum 
for Regular fund positions.                                                     
Please indicate how you will fund your Strong Prime Managers IRA account:       
__ Check: $___________ (Please make payable to Strong Funds Distributors, Inc.) 
__ Rollover Purchase: $___________ (Please make payable to Strong    
Funds Distributors, Inc.)                                                       
This check represents an eligible rollover distribution from my employer's    
plan or from a previous IRA.                                                    
__ IRA Account Transfer*: A Strong Prime Managers Account Transfer Form must be
attached.                                                                       
__ Direct Transfer From Strong Funds*:  If you own shares in a Strong mutual  
fund, you can transfer those shares into your new Strong Prime Managers IRA 
account within the SAME fund(s). Note: The account registration and fund 
selection for your Strong Prime Managers IRA account and your Strong Funds IRA 
account must be identical. 
Authorization to Transfer from Strong Funds*: Please transfer the following    
mutual fund(s) owned directly at Strong Funds to my Strong Prime Managers IRA 
account. I understand my Strong Prime Managers IRA account registration must be
identical to that of my Strong Funds IRA account(s). 
Note: Checks must be made payable to Strong Funds Distributors, Inc. We cannot 
accept third-party checks or checks drawn on banks outside the U.S.             
______________________________________
Fund name                                                                       
____________________________
Account number                                                                  
$        or          %
______________________
Transfer amount                                                                 
______________________________________
Fund name                                                                       
____________________________
Account number                                                                  
$        or           %
_______________________
Transfer amount                                                                 
* Banking information and all account options associated with the Automatic     
Investment Plan, Systematic Withdrawal Plan, Automatic Exchange Plan, telephone 
redemption, telephone exchange, and telephone purchase features on your mutual 
fund accounts cannot be transferred automatically. Please complete section 9 of 
this Account Application to obtain these features, or call 1-800-368-1550 for 
the additional form(s).              

<PAGE>                                                                          

8. Notice of Withholding Upon Distribution                                      
You must make a federal income tax withholding election on any distribution made
from your IRA account. If you do not select a withholding option, Strong Funds  
Distributors, Inc. will withhold 10% from any distributions from your Strong    
Prime Managers IRA account as a prepayment of federal income tax.               
Please choose one: __ I do not want federal income tax withheld from my IRA  
distribution.                                                                   
         __ I want federal income tax of 10% withheld from my IRA distribution. 
I understand that I am still liable for the payment of federal income tax on the
amount received. I also understand that if my payments of the estimated tax and 
withholding are insufficient, I may be subject to federal income tax penalties  
under the estimated tax payment rules.                                          

9. Account Options                                                              
[PICTURE OF VOIDED CHECK]
Automatic Investment Plan (AIP)
You must include a voided bank check if you are establishing an Automatic       
Investment Plan, telephone purchase, or telephone redemption via electronic    
funds transfer (EFT) or wire transfer.                                          
The AIP option allows you to make automatic purchases from your bank account    
into your Strong Money Market Fund position. If you would like to add the AIP   
option to any other fund positions, please contact us at 1-800-368-1550.        
Amount invested each time ($50 minimum) $___________                          
Investment frequency:  __ Once a month on the____ day of the month   or   
__ Twice a month on the____ and___ days of the month.                       
You may change your investment amount at any time with a 3-business-day notice  
by simply calling or writing us. If no date is chosen, your bank account will be
debited on the 15th day of the month. If no dollar amount is chosen, your bank  
account will be debited $50 on the day(s) selected. If the date you select falls
on a weekend or holiday, your bank account will be debited on the next business 
day. This service is governed by the terms set forth in the Strong Prime        
Managers Customer Agreement (the "Customer Agreement") and the rules of the     
Automated Clearing House.                                                       
All purchases made between January 1 and April 15 are to be considered: (please 
choose one)                                                                     
__ Current year purchases     __ Prior year purchases 
If no box is checked, all investments will be considered current year           
purchases.  Any changes to this election must be made in writing before the 
purchase occurs. 
Telephone Transaction Privileges                                                
Each of these telephone privileges will be added to your account. If you do NOT 
want these options, check the boxes below. A voided check MUST be enclosed to   
receive the telephone purchase option with this application.                    
Telephone Purchase--you can purchase shares of a fund by phone with payment     
from your designated bank account by EFT. This option cannot be established on a
Strong Prime Managers Roth IRA Conversion account. __ I do not want Telephone  
Purchase.                                                                       
Telephone Exchange--you can sell shares of a fund by phone and use this money   
to buy shares in another Strong Prime Managers fund. Certain funds assess an 
early redemption fee.    __ I do not want Telephone Exchange. 
Telephone Redemption--you can sell shares of a fund by phone and have the money 
sent to your address (in section 1), or to your bank account (via EFT or wire).
Certain funds assess an early redemption fee.   __ I do not want Telephone      
Redemption.                                                                     
We use care to ensure that instructions communicated by phone are genuine.      
Strong Funds Distributors, Inc. may not be liable for losses due to            
unauthorized or fraudulent instructions. For more details about these account   
options (including fees, minimums, and bank information),  refer to section 11  
of this application and the Customer Agreement.                                 

10. Statement Options                                                           
Note: Single accounts with identical Social Security numbers are automatically  
linked for statement purposes. All other accounts are issued their own statement
unless noted otherwise.*                                                        
If you would like to have this new Strong Prime Managers IRA account linked with
another Strong Prime Managers or Strong Advisor((reg.tm)) account for           
consolidated reporting on one monthly statement, please list below the other    
accounts that you would like to be linked. Note: All linked accounts MUST have  
the same mailing address AND have at least one name in common with the account  
registration in Section 1. If you would like to link more than two accounts,    
please list them on a separate sheet.                                           
_______________________________________________________________________
Name(s)/Registration on Strong Advisor or Strong Prime Managers Account         
_______________________________________________________________________
Name(s)/Registration on Strong Advisor or Strong Prime Managers Account         
________________________________
Account number                                                                  
________________________________
Account number                                                                  
*  Strong Funds not held through the Strong Prime Managers program cannot be    
linked with Strong Prime Managers accounts.                                     
                                                   Continued on next page    

<PAGE>                                                                          

11. Bank Information                                                            
If you want the Automatic Investment Plan (AIP), telephone redemption to your   
bank account or telephone purchase with payment by EFT, please attach a voided  
bank check. This check must be for the bank account into which funds should be  
deposited by EFT or wire (for telephone redemption) and from which funds should 
be withdrawn by EFT (for AIP or telephone purchase). If a voided bank check is  
not enclosed with this application, but you do include a personal investment    
check to open this account, we will use the bank information contained in that  
check as the bank account from which funds should be withdrawn for the AIP. If  
you initiate a telephone purchase before 3:00 p.m. Central Time, the transfer of
funds from your bank account will normally occur on the following banking day.  
Neither Strong Funds Distributors, Inc. ("SFDI"), the applicable fund nor its   
transfer agent will be responsible for banking system delays beyond its control.
Your bank account registration MUST have one name in common with your Strong    
Prime Managers account registration in section 1. The following authorization is
required for EFT transactions: By signing section 12,  I authorize my bank to   
honor all entries to my bank account initiated through Firstar Bank Milwaukee,  
N.A. on behalf of SFDI. Neither SFDI, the applicable fund nor its transfer agent
will be liable for acting upon instructions believed genuine and in accordance  
with SFDI's procedures, the prospectus, and the Customer Agreement. When AIP or 
telephone purchase transactions are presented, sufficient collected funds must  
be in my account to pay them. I agree that my bank's treatment and rights to    
respect each entry shall be the same as if it were signed personally by me. I   
agree that if any such entries are dishonored with good or sufficient cause, my 
bank shall have no liability whatsoever. I further agree that any such          
authorization, unless previously terminated by my bank in writing, is to remain
in effect until five banking days after receipt by SFDI of my written           
notification to cancel the authorization.                                       
[PICTURE OF VOIDED CHECK]
Please include a voided bank check if you are establishing an AIP, telephone  
purchase, or telephone redemption via EFT or wire transfer.                    

12. Agreement and Signatures                                                    
Please read carefully and sign in ink below to open your Strong Prime Managers 
account.                                                                        
I hereby request that SFDI open a Strong Prime Managers IRA account in the name 
listed as account owner on this application.  By signing this form, I agree with
all of the following:                                                           
I adopt the Strong Prime Managers IRA and appoint the custodian or its agent to 
perform those functions and appropriate administrative services specified in the
Strong Prime Managers IRA Custodial Agreement. I have read and understand the   
IRA Custodial Agreement and Disclosure Statement.                               
I acknowledge that I have read, understood, and agree to be bound by the terms  
and conditions set forth in the Customer Agreement currently in effect and as  
amended from time to time. I acknowledge that I have received the current       
profile and/or prospectus for the Fund(s) in which I am investing, and agree to 
be bound by the terms of the prospectus which may be revised from time to time. 
I will obtain and read the current fund profile and/or prospectus for each fund 
into which I may exchange before I request the exchange.  I represent that I am 
of legal age and have legal capacity to make this purchase.                     
I will refer to the Customer Agreement and applicable prospectus(es) for        
possible fund restrictions and fees.                                            
If I am opening a Traditional IRA with a distribution from an employer-sponsored
retirement plan, I elect to treat the distribution as a partial or total        
distribution and certify that the distribution qualifies as a rollover 
contribution.                                                                   
I acknowledge that SFDI may receive payment for providing recordkeeping and     
shareholder services to the funds available through Strong Prime Managers.      
Please note that this Strong Prime Managers IRA account contains a pre-dispute 
arbitration clause, found in Section III.D., on pages 9 and 10 of the Customer 
Agreement. I acknowledge receipt of the pre-dispute arbitration clause.        
I understand the following fees may be collected by redeeming sufficient shares 
from each account balance: (1) an annual $10 maintenance fee per account ($30   
maximum), (2) a $10 account liquidation fee and (3) a $10 transfer fee. The     
custodian may change the fee schedule.                                          
You can invest after reviewing the profile or prospectus.  To receive a 
prospectus, please call 1-800-368-3863.
To complete the application, you must sign and date here.                       
X_______________________________________                                     
Your signature                                                                  
________________________________________
Please print name                                                               
________________________
Date                                                                            
Before you mail, have you:  __ Entered your Social Security number in section 1?
                            __ Enclosed your check made payable to Strong Funds 
Distributors, Inc. or included a Strong Prime Managers Account Transfer Form?
                            __ Included a voided check (if applicable)?         
                            __ Signed your application in section 12? 
                                                                                
For Internal Use Only.  Approved by______________________   Date_______________ 

[STRONG LOGO] 
PMIAPP11.98                                                                     
<PAGE>                                                                          

The following application is separate from the profile.

Account Transfer Form                                                           
STRONG PRIMEMANAGERSSM
P.O. Box 3235 Milwaukee, WI 53201 www.strongfunds.com                           
Please complete this form to transfer regular or retirement assets from other   
firms to your Strong Prime Managers account. - To ensure accuracy, please      
return this form along with a copy of your latest account statement for the     
account you are transferring. - To convert a Traditional IRA to a Roth IRA,     
please complete a Strong Prime Managers Roth IRA Conversion Form. - If you would
like to transfer assets from more than one financial institution, please        
request additional Transfer Forms. -  If you have questions about this 
application, call toll-free: 1-800-368-1550. 
1. Account Registration                                                         
__________________________________________________
Name of owner, trustee, corporation or custodian                                
__________________________________________________
Name of joint owner, co-trustee, or minor                                       
____________________________________
Social Security or Tax I.D. number                                              
____________________________________
Social Security number                                                          
(    )
________________________
Daytime phone                                                                   
(    )
________________________
Evening phone                                                                   

2. Type of Account You Are Transferring FROM:                                   
Please use one transfer form for each type of account that is being transferred.
Check the appropriate box:                                                      
Non-Retirement                                                                  
__ Individual    __ Joint       __ Custodian (UGMA/UTMA) __ Other_______________
                                                               (please specify) 
__ Corporate     __ Estate      __ Trust                              
Retirement                                                                      
__ Traditional IRA      __ Direct Rollover 
__ Roth IRA*            __ SEP-IRA 
                                                                                
*  Does this account contain any dollars from a 1998 Roth IRA Conversion?    
__ Yes. If this box is not checked, we will assume no.                        
Note: To convert a Traditional IRA to a Roth IRA, please complete a Strong     
Prime Managers Roth IRA Conversion Form.                                        

3. Strong Prime Managers Account You Are Transferring INTO:                     
New Accounts                                                                    
For new accounts, please complete a Strong Prime Managers Account Application or
Strong Prime Managers IRA Account Application. The initial deposit to open a    
Strong Prime Managers account will be invested into your Cash Management Fund,  
unless opened by Direct Transfer from a fund on the Strong Prime Managers Fund  
Directory. Please skip to section 4 and continue.                               
Existing Accounts                                                               
If you are transferring assets to an existing Strong Prime Managers account,    
please complete the information below. Allocations must equal 100. If no amount 
or percentage is chosen, we will assume equal distribution among fund positions.
______________________________________
Strong Prime Managers account number                                            
______________________________________
Fund position or ticker (if available)                                          
$             or            %
_____________________________
Allocation amount                                                               
______________________________________
Fund position or ticker (if available)                                          
$             or            %
_____________________________
Allocation amount                                                               
______________________________________
Fund position or ticker (if available)                                          
$             or            %
_____________________________
Allocation amount                                                               

4. Institution Transferring From                                                
Please send all transfer requests at least 3 weeks before maturity to ensure    
sufficient time to complete your transfer.                                      
Note: There may be penalties for withdrawing certain investments before their   
maturity. Please contact your current financial institution to determine the    
applicable penalty, if any. For IRA transfers: If you are 70 1/2 or older,   
please contact your current custodian to satisfy this year's required minimum 
distribution before your transfer is made.                                      
____________________________________________________________________
Current institution's name (bank, savings & loan, mutual fund, etc.)            
________________________________________________________
Account name and number or certificate of deposit number                        
____________________________________
Contact person (if known)                                                       
____________________________________
Street or P.O. Box                                                              
(    )
_______________________
Phone                                                                           
_______________________
City                                                                            
_____________________________
Maturity date (if applicable)                                                   
__________________
State    Zip code                                                      
IMPORTANT:  A complete copy of a recent statement for the account you are       
transferring is required to ensure accuracy.                                    

5. Important Information if Initiating a Direct Rollover From Your Qualified    
Retirement Plan                                                                 
If you are initiating a direct rollover from your qualified plan or 403(b)      
plan, please contact your current plan administrator to determine if there are 
additional documents required to complete the rollover.                         
Please be aware that once direct rollover assets are combined with other        
retirement accounts, they cannot be separated and returned to a qualified plan 
                                                   Continued on next page       

<PAGE>                                                                          

6. Assets to be Transferred                                                     
Cash, Certificate of Deposit ("CD"), IRA or Qualified Retirement/ 403(b) Plan  
To current Custodian or Plan Administrator: Please consider this your           
authorization to send my cash, CD, IRA or my distribution from my qualified     
retirement plan or 403(b) plan to Strong Prime Managers. Please sell all assets 
immediately if no selection is checked below.                                   
1.  Please SELL  __ all, or  __ partial: $______________ or __________% of my 
assets in the account referenced in section 4.                        
2.  Please SELL  __ immediately, or  __ at maturity.  Note: There may be 
penalties for withdrawing certain investments before their maturity. Please 
contact your current custodian or plan administrator to determine the applicable
penalty, if any. Please send all transfer requests at least 3 weeks before 
maturity to allow for proper time limitations. 
Direct Transfer of Non-Retirement Mutual Fund Assets (transfers done in-kind)   
Please use one form for each mutual fund company. Strong Prime Managers will    
transfer all shares in-kind into the identical fund(s) upon receipt and, unless 
indicated differently on your Strong Prime Managers Account Application,        
reinvest your dividends and capital gains in fund shares. Please note that      
Strong Prime Managers can only accept direct transfers of funds on the Strong   
Prime Managers Fund Directory. A Strong Prime Managers Fund Directory is        
included in the fulfillment kit or call 1-800-368-1550 to verify if the fund(s) 
is (are) offered through Strong Prime Managers. Please attach an additional     
sheet to designate additional funds if necessary. If no amount or percentage is 
indicated, all shares will be transferred.                                      
1. __Please transfer ALL of my assets in the account referenced in Section 4, OR
2. __Please transfer the following assets from my account:                     
_____________________________
Complete name of fund                                                           
_____________________________
Ticker (if available)                                                           
$           or               %
_____________________________
Amount or percentage                                                            
_____________________________
Complete name of fund                                                           
_____________________________
Ticker (if available)                                                           
$           or               %
_____________________________
Amount or percentage                                                            

7. Agreement and Signatures                                                     
To delivering financial institution: Unless otherwise indicated, please transfer
all assets in my account to Strong Funds Distributors, Inc. I understand that to
the extent any assets in my securities account are not readily transferable,    
with or without penalties such assets may not be transferred within the time    
frames required by New York Stock Exchange Rule 412 or similar rule of the      
National Association of Securities Dealers, Inc. or other designated examining  
authority. Unless otherwise indicated in the instructions above, I authorize you
to liquidate any non-transferable proprietary money market and/or other mutual  
fund assets that are part of my account and transfer the resulting credit      
balance to the successor custodian. I understand that you will contact me with  
respect to the disposition of any other assets in my securities account that are
non-transferable. I authorize you to deduct any outstanding fees due you from   
the credit balance in my account. If my account does not contain a credit       
balance, or if the balance in my account is insufficient to satisfy any        
outstanding fees due you, I authorize you to liquidate assets in my account to  
the extent necessary to satisfy that obligation. I understand that upon         
receiving a copy of this transfer information, you will cancel all open orders  
for my account on your books. I affirm that I have destroyed or returned to you 
credit/debit cards and/or unused checks issued to me in connection with my      
existing account.                                                               
For Transfers to Retirement Accounts: I agree to transfer those assets which    
can be held in my account, as described in the relevant custodial agreement or 
plan document. If I have selected to combine my IRA assets, I understand that I 
may forfeit the right to reinvest my rollover IRA in an employer-sponsored 
retirement plan in the future.                                                  
You can invest after reviewing the profile or prospectus.  To receive a 
prospectus, please call 1-800-368-3863.
To complete the transfer, you must sign and date here.                         
X__________________________________________ 
Signature (owner, trustee, custodian, etc.)                                     
X__________________________________________ 
Signature guarantee*                                                            
________________
Date                                                                            
X__________________________________________ 
Signature (joint owner, co-trustee, co-fiduciary, etc.)                         
X__________________________________________ 
Signature guarantee*                                                            
________________
Date                                                                            
*  Please call your current custodian or other institution from which you are   
transferring to determine if a signature guarantee or other documentation is   
required. A signature guarantee may be obtained from any eligible guarantor    
institution, as defined by the Securities and Exchange Commission. These       
institutions include banks, savings associations, credit unions, and brokerage 
firms. The words "SIGNATURE GUARANTEED" must be stamped or typed near each of  
your signatures being guaranteed. The guarantee must appear with the printed   
name, title and signature of an officer and the name of the guarantor          
institution. Please note that a Notary Public Stamp or seal is not acceptable. 
The custodian of the Strong Prime Managers IRA (Firstar Trust Company, or any  
successor thereto) will complete this acceptance agreement. As custodian of the
Strong Prime Managers IRA, we will accept the direct rollover or IRA transfer  
requested. To ensure proper credit, please return a copy of this form with     
your check made payable to Strong Funds Distributors, Inc. 
X__________________________________ 
Authorized custodian signature                                                  
____________________
Date                                                                            
Strong Prime Managers will make every effort to transfer your assets as quickly 
as possible, but the actual transfer time depends largely on the firm currently 
holding your assets.                                                            
Strong Prime Managers is a service of Strong Funds Distributors, Inc. Member    
NASD, SIPC.                                                                     
PMTRAN11.98                                                                    

<PAGE>                                                                          




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