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 (1993, 1994, and 1995) of investment
experience, the Fund has been engaging in substantial short-term
trading which caused the average annual turnover rate (see
portfolio turnover on page 11) to be above 700%. THESE PRACTICES
MAY BE DEEMED TO BE 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.
For 1993, 1994, and 1995, the percentages 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
supplements 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 14, 1996.
