Please file this Prospectus Supplement with your records.
STRONG DISCOVERY FUND II
Supplement to the Prospectus dated May 1, 1996
PORTFOLIO MANAGERS
On or about August 31, 1996, Mr. Charles A. Paquelet joined Mr.
Richard S. Strong as a co-portfolio manager of the Strong
Discovery Fund II. Mr. Strong has managed the Fund since its
inception in May 1992.
Mr. Paquelet joined Strong Capital Management, Inc., the Fund's
investment advisor, as a securities analyst in 1988 from the B.F.
Goodrich Company, where he began his career as a financial
analyst earlier in 1987. Since 1990, he has been a portfolio
manager of separate accounts for individual and institutional
investors. Mr. Paquelet was awarded his M.B.A. in 1989 from
Indiana University. He received his bachelor's degree in finance
in 1987 from Case Western Reserve University. Mr. Paquelet is a
Chartered Financial Analyst. Mr. Paquelet served as the
portfolio manager of the Strong Small Cap Fund from December 1995
until August 1996.
PORTFOLIO TURNOVER
For the past three years of investment experience (1993, 1994, and 1995),
the Fund has been engaging in substantial short-term trading which
has caused the average annual turnover rate to be above 700% (see page
11 regarding portfolio turnover). THESE PRACTICES MAY BE DEEMED
SPECULATIVE AND MAY CAUSE THE FUND'S NET ASSET VALUE TO BE MORE
VOLATILE THAN THE NET ASSET VALUE OF A FUND THAT DOES NOT ENGAGE IN THESE
ACTIVITIES. In the Advisor's opinion, however, the Fund's turnover rate
is appropriate in light of the Fund's disclosed investment objective and
policies, applicable regulatory requirements (which may, in some cases,
cause the Fund's portfolio turnover rate to be artificially increased) and
the Advisor's active management style. This paragraph supplements the
information entitled "Investment Objective and Policies" on page 4 of the
Fund's prospectus.
The following information is required to be disclosed by the
California Department of Insurance due to the significantly high
turnover rate of the Fund: For 1993, 1994, and 1995, the
percentage of brokerage commissions paid by the Fund to net
asset value were 2.24%, 1.55%, and 1.47%, respectively. THE
BROKERAGE COMMISSIONS ARE NOT INCLUDED IN THE PORTFOLIO ANNUAL
EXPENSES DISCLOSED UNDER THE INFORMATION CONCERNING FEES AND
CHARGES.
Brokerage commissions are not included as an expense of
the Fund because, as is the case with all SEC-registered mutual
funds, the SEC's formula for calculating the portfolio annual
expenses excludes brokerage commissions. Rather, under current
accounting treatment, brokerage commissions increase the cost
basis of a purchased security or reduce the proceeds received
from the sale of a security and are not accounted for as an
"expense" of the Fund. This paragraph and the preceding paragraph
supplement the information entitled "Implementation of Policies
and Risks - Portfolio Turnover" on page 11 of the Fund's prospectus.
The date of this Prospectus Supplement is November 15, 1996.
