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STRONG SCHAFER VALUE FUND, INC.
SUPPLEMENT DATED SEPTEMBER 26, 1997 TO
PROSPECTUS DATED FEBRUARY 1, 1997
On September 7, 1997, Schafer Capital Management, Inc. (the "Advisor")
and Strong Capital Management, Inc. ("Strong") entered into a Limited Liability
Company Agreement (the "LLC Agreement") forming Strong Schafer Capital
Management, L.L.C. (the "LLC"). The LLC Agreement contemplates that the Advisor,
subject to obtaining necessary regulatory approvals, including without
limitation approval of the Fund's shareholders, will cause the LLC to become the
investment adviser to the Fund. The LLC Agreement further provides that each of
the Advisor and Strong shall be members of the LLC, with the Advisor as the
managing member, and grants to Strong an option pursuant to which Strong may
purchase the Advisor's interest in the LLC which is first exercisable on January
10, 2001, or earlier in the event of certain other circumstances.
These changes will not affect the current investment approach or
philosophy outlined in the accompanying Prospectus. The Advisor, through its
sole portfolio manager and controlling person, David K. Schafer, will continue
in its role as the Fund's investment manager in which it has served since the
Fund's inception. As managing member of the LLC, the Advisor will perform all
obligations of the LLC under the proposed new investment advisory arrangement
between the Fund and the LLC. Moreover, the investment advisory fees payable by
the Fund to the LLC under the new investment advisory arrangement are expected
to remain the same.
Under the LLC Agreement, Strong, together with its subsidiary, Strong
Funds Distributors, Inc., is to act as distributor of the Fund and to pay for
and provide marketing assistance, including designing, placing and paying for
advertising and sales literature for the Fund. Strong is located in Milwaukee,
Wisconsin and currently manages approximately $27 billion in equity and fixed
income assets, including the Strong Family of Funds, a family of more than 30
diversified and non-diversified no-load mutual funds.
A meeting of the Fund's shareholders is expected to be called and
convened within the next several months for purposes of shareholder
consideration of the revised investment advisory arrangement contemplated by
the LLC Agreement, and a proxy statement more fully describing such
arrangement, the LLC Agreement, and the other related issues will be sent to
all Fund shareholders prior to such meeting.
