STRONG SCHAFER VALUE FUND, INC.
SUPPLEMENT DATED AUGUST 13, 1998 TO
PROSPECTUS DATED FEBRUARY 1, 1998
As disclosed in the accompanying Prospectus, Schafer Capital Management, Inc.
(the "Advisor") and Strong Capital Management, Inc. ("Strong") have 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 advisor 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.
The Fund's Board of Directors has called a meeting of the Fund's shareholders
for October 15, 1998 for purposes of, among other things, shareholder
consideration of a new investment advisory agreement with the LLC. The record
date for determining shareholders entitled to vote at such meeting is August
13, 1998.
If approved, the new investment advisory agreement with the LLC is not expected
to 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 to be responsible for
making investment decisions for the Fund. 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, no
change in the investment advisory fee rate payable by the Fund to the LLC is
proposed under the new investment advisory arrangement.
Under the LLC Agreement, Strong, through its subsidiary Strong Funds
Distributors, Inc., will distribute shares of the Fund and 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 $31 billion in equity and fixed income
assets, including the Strong Family of Funds, a family of more than 40
diversified and non-diversified no-load mutual funds.
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