STRONG VARIABLE INS FDS INC, 485BPOS, 2000-04-27

STRONG VARIABLE INS FDS INC
485BPOS, 2000-04-27

Previous: NUVEEN TAX EXEMPT UNIT TRUST SERIES 714, 497J, 2000-04-27

Next: STRONG OPPORTUNITY FUND II INC / WI, 485BPOS, 2000-04-27

As filed with the Securities and Exchange Commission on or about April 27, 2000

Securities Act Registration No. 33-45321
Investment Company Act Registration No. 811-6553

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 20 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 21 [ X ]
(Check appropriate box or boxes)

STRONG VARIABLE INSURANCE FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)

100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (414) 359-3400
Stephen J. Shenkenberg
Strong Capital Management, Inc.
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate
box):

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ X ] on May 1, 2000 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.

1
<PAGE>

THE STRONG
DISCOVERY FUND II

PROSPECTUS MAY 1, 2000

Shares of the fund are only offered and sold to the separate accounts of
insurance companies for the purpose of funding variable annuity and variable
life insurance contracts. This prospectus should be read together with the
prospectus of the separate account of the specific insurance product which
preceded or accompanies this prospectus.

THE SECURITIES AND EXCHANGE COMMISSION (SEC) HAS NOT APPROVED OR DISAPPROVED OF
THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

1
<PAGE>

TABLE OF CONTENTS
What are the fund's goals?.....................................................1
What are the fund's principal investment strategies?...........................1
What are the main risks of investing in the fund?..............................1
Who are the fund's investment advisor and portfolio managers?..................2
Other Important Information You Should Know....................................2
Financial Highlights...........................................................2
Variable Annuity and Variable Life Insurance Contracts.........................3
Share Price....................................................................3
Buying Shares..................................................................3
Selling Shares.................................................................3
Distribution and Tax Policies..................................................3
Reserved Rights................................................................3
For More Information..................................................Back Cover

IN THIS PROSPECTUS, "WE" REFERS TO STRONG CAPITAL MANAGEMENT, INC., THE
INVESTMENT ADVISOR, ADMINISTRATOR, AND TRANSFER AGENT FOR THE STRONG FUNDS.

2
<PAGE>

WHAT ARE THE FUND'S GOALS?

The STRONG DISCOVERY FUND II seeks capital growth.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The DISCOVERY FUND II invests in securities that its managers believe offer
attractive opportunities for growth. The fund usually invests in a diversified
portfolio of common stocks from small-, medium-, and large-capitalization
companies. These are chosen through a combination of in-depth fundamental
analysis of a company's financial reports and direct, on-site research during
company visits. When the managers believe market conditions favor fixed-income
investments, they have the flexibility to invest a significant portion of the
fund's assets in bonds. The fund would invest primarily in intermediate and
long-term investment grade bonds. To a limited extent, the fund may also invest
in foreign securities. The managers may sell a holding if its growth potential
or fundamental qualities change. The fund's active trading approach may
increase the fund's costs which may reduce the fund's performance. The fund's
active trading approach may also increase the amount of capital gains tax that
you pay on the fund's returns.

The managers may invest any amount in cash or cash-type securities
(high-quality, short-term debt securities issued by corporations, financial
institutions, or the U.S. government) as a temporary defensive position to
avoid losses during adverse market conditions. This could reduce the benefit
to the fund if the market goes up. In this case, the fund may not achieve its
investment goal.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

GENERAL STOCK RISKS: The fund's major risks are those of investing in the stock
market. That means the fund may experience sudden, unpredictable declines in
value, as well as periods of poor performance. Because stock values go up and
down, the value of your fund's shares may go up and down. Therefore, when you
sell your investment, you may receive more or less money than you originally
invested.

GROWTH-STYLE INVESTING: Different types of stocks tend to shift into and out of
favor with stock market investors depending on market and economic conditions.
Because the fund focuses on growth-style stocks, the fund's performance may at
times be better or worse than the performance of stock funds that focus on
other types of stocks or that have a broader investment style.

FOREIGN SECURITIES: The fund may invest up to 25% of its assets in foreign
securities. Foreign investments involve additional risks, including
currency-rate fluctuations, political and economic instability, differences in
financial reporting standards, and less-strict regulation of securities
markets.

SMALLER AND MEDIUM COMPANIES: The fund invests a substantial portion of its
assets in the stocks of smaller-capitalization companies. Small- and
medium-capitalization companies often have narrower markets and more limited
managerial and financial resources than larger, more established companies. As
a result, their performance can be more volatile and they face greater risk of
business failure which could increase the volatility of the fund's portfolio.
Generally, the smaller the company size, the greater these risks.

BOND RISKS: The fund maintains the flexibility to invest in bonds. To the
extent it does, the fund is exposed to the risks of bond investing. A bond's
market value is affected significantly by changes in interest rates-generally,
when interest rates rise, the bond's market value declines and when interest
rates decline, its market value rises (interest-rate risk). Generally, the
longer a bond's maturity, the greater the risk and the higher its yield.
Conversely, the shorter a bond's maturity, the lower the risk and the lower its
yield (maturity risk). A bond's value can also be affected by changes in the
bond's credit quality rating or its issuer's financial condition
(credit-quality risk). Because bond values fluctuate, the fund's share price
fluctuates. So, when you sell your investment, you may receive more or less
money than you originally invested.

The fund is appropriate for investors who are comfortable with the risks
described here and whose financial goals are five or more years in the future.
The fund is not appropriate for investors concerned primarily with principal
stability.

3
<PAGE>

The return information below illustrates how the fund's performance can vary,
which is one indication of the risks of investing in the fund. Please keep in
mind that the fund's past performance does not represent how it will perform in
the future. The return information includes the effect of deducting the fund's
expenses, but does not include charges and expenses attributable to any
insurance product. If those charges and expenses were included, the performance
would have been lower. The information assumes that you reinvested all
dividends and distributions.

CALENDAR YEAR TOTAL RETURNS

<TABLE>
<CAPTION>
<S> <C>
Year Discovery Fund II
- -------- -----------------
1993 22.0%
- -------- -----------------
1994 -5.4%
- -------- -----------------
1995 35.3%
- -------- -----------------
1996 0.8%
- -------- -----------------
1997 11.4%
- -------- -----------------
1998 7.3%
- -------- -----------------
1999 5.1%
- -------- -----------------
</TABLE>

BEST AND WORST QUARTERLY PERFORMANCE
(DURING THE PERIODS SHOWN ABOVE)

<TABLE>
<CAPTION>
<S> <C>
Best quarter return: 26.0% (4th Q 1999) Worst quarter return: -17.3% (3rd Q 1998)
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS

AS OF 12-31-99

FUND/INDEX 1-YEAR 5-YEAR SINCE INCEPTION
DISCOVERY FUND II 5.09% 11.35% 10.54% (5-8-92)
Russell 2000 Index 21.26% 16.69% 14.80%
Lipper Mid-Cap Value
Funds Index 11.94% 14.88% 12.46%

THE RUSSELL 2000 INDEX IS AN UNMANAGED INDEX GENERALLY REPRESENTATIVE OF THE
U.S. MARKET FOR SMALL CAPITALIZATION STOCKS. THE LIPPER MID-CAP VALUE FUNDS
INDEX IS AN EQUALLY-WEIGHTED PERFORMANCE INDEX OF THE LARGEST QUALIFYING FUNDS
IN THIS LIPPER CATEGORY.

WHO ARE THE FUND'S INVESTMENT ADVISOR AND PORTFOLIO MANAGERS?

Strong Capital Management, Inc. (Strong) is the investment advisor for the
fund. Strong provides investment management services for mutual funds and other
investment portfolios representing, as of February 29, 2000, assets of over $42
billion. Strong began conducting business in 1974. Since then, its principal
business has been providing investment advice for individuals and institutional
accounts, such as pension and profit-sharing plans, as well as mutual funds,
several of which are available through variable insurance products. Strong's
address is P.O. Box 2936, Milwaukee, WI 53201.

As compensation for its advisory services, the fund pays Strong a monthly
management fee at an annual rate of 1.00% of the fund's average daily net asset
value.

The following individuals are the fund's portfolio managers.

CHARLES A. PAQUELET co-manages the fund. He has over ten years of investment
experience and is a Chartered Financial Analyst. He joined Strong as a
securities analyst in 1989. Since 1990, he has been a portfolio manager of
separate accounts and accounts of institutional investors. Mr. Paquelet has
co-managed the fund since August 1996. Prior to joining Strong, he was a

3
<PAGE>

financial analyst for B.F. Goodrich Company in 1987. Mr. Paquelet received his
bachelors degree in Finance from Case Western Reserve University in 1987 and
his Masters of Business Administration in Finance from Indiana University in
1989.
RICHARD S. STRONG co-manages the fund. Mr. Strong founded Strong in 1974 and
has over 30 years of investment experience. Mr. Strong has managed or
co-managed the fund since its inception in May 1992. He began his investment
career at Employers Insurance of Wausau in 1966. Mr. Strong received his
bachelors degree in History from Baldwin-Wallace College in 1963 and his
Masters of Business Administration in Finance from the University of
Wisconsin-Madison in 1966. In addition to his role as a portfolio manager, he
is the Chairman of the Board, Director, Chief Investment Officer, and a member
of Strong's Executive Committee.

OTHER IMPORTANT INFORMATION YOU SHOULD KNOW

To a limited extent, the fund may participate in the initial public offering
(IPO) market. IPOs may significantly increase the fund's total returns during
any period that the fund has a small asset base. As the fund's assets grow,
any impact of IPO investments on the fund's total return may decline.

FINANCIAL HIGHLIGHTS

This information describes investment performance for the periods shown.
Certain information reflects financial results for a single fund share
outstanding for the entire period. "Total Return" shows how much your
investment in the fund would have increased (or decreased) during each period,
assuming you had reinvested all dividends and distributions. These figures
have been audited by PricewaterhouseCoopers LLP, whose report, along with the
fund's financial statements, is included in the fund's annual report.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
SELECTED PER-SHARE DATA(a) 1999 1998 1997 1996 1995
Net Asset Value,
Beginning of Period $12.72 $12.03 $10.80 $13.44 $10.07
Income From Investment Operations:
Net Investment Loss (0.05) (0.04) (0.09) (0.05) (0.03)
Net Realized and Unrealized
Gains on Investments 0.36 0.92 1.32 0.04 3.58
Total from Investment
Operations 0.31 0.88 1.23 (0.01) 3.55
Less Distributions:
From Net Investment Income - - - - -
In Excess of Net
Investment Income - - - (1.05) (0.18)
From Net Realized Gains (1.65) (0.19) - (1.58) -
Total Distributions (1.65) (0.19) - (2.63) (0.18)
Net Asset Value,
End of Period $11.38 $12.72 $12.03 $10.80 $13.44
RATIOS AND SUPPLEMENTAL DATA
Total Return +5.1% +7.3% +11.4% +0.8% +35.3%
Net Assets, End of Period
(In Millions) $152 $196 $214 $229 $245
Ratio of Expenses to Average Net Assets
without Fees Paid
Indirectly by Advisor 1.2% 1.2% 1.2% 1.2% 1.3%
Ratio of Expenses to
Average Net Assets 1.1% 1.2% 1.2% 1.2% 1.3%
Ratio of Net Investment
Loss to Average Net Assets (0.4%) (0.3%) (0.7%) (0.3%) (0.3%)
Portfolio Turnover Rate 234.5% 194.0% 198.1% 970.0% 542.1%
</TABLE>

(a) Information presented relates to a share of capital stock of the
fund outstanding for the entire period.

5
<PAGE>

VARIABLE ANNUITY AND VARIABLE LIFE INSURANCE CONTRACTS

The fund is designed as an investment vehicle for variable annuity and variable
life insurance contracts funded by separate accounts of certain insurance
companies. The fund may sell its shares to the separate accounts of various
insurance companies, which are not affiliated with each other, for the purpose
of funding variable annuity and variable life insurance contracts. The fund
currently does not foresee any disadvantages to contract owners arising out of
the fact that it offers its shares to separate accounts of various insurance
companies, which are not affiliated with each other, to serve as an investment
medium for their variable products. However, it is theoretically possible that
the interests of owners of various contracts participating in the fund through
the separate accounts might, at some time, be in conflict. The fund's Board of
Directors, however, will monitor events in order to identify any material
irreconcilable conflicts which may possibly arise and to determine what action,
if any, should be taken in response to these conflicts. If a conflict were to
occur, one or more insurance companies' separate accounts might be required to
withdraw its investments in the fund, and shares of another fund may be
substituted. This might force the fund to sell securities at disadvantageous
prices. In addition, the Board of Directors may refuse to sell fund shares to
any separate account or may suspend or terminate the offering of fund shares if
this is required by law or regulatory authority or is in the best interest of
the fund's shareholders.

SHARE PRICE

Your transaction price for buying or selling shares is the net asset value per
share (NAV). NAV is generally calculated as of the close of trading on the New
York Stock Exchange (usually 3:00 p.m. Central Time) every day the NYSE is
open. If the NYSE closes at any other time, or if an emergency exists, NAV may
be calculated at a different time. Your share price will be the next NAV
calculated after we accept your order.

NAV is based on the market value of the securities in a fund's portfolio. If
market prices are not available, NAV is based on a security's fair value as
determined in good faith by us under the supervision of the Board of Directors
of the Strong Funds.

((Side Box))
<TABLE>
<CAPTION>
<S> <C>
We determine a fund's share price or NAV by dividing net assets
(the value of its investments, cash, and other assets minus its
liabilities) by the number of shares outstanding.
- ---------------------------------------------------------------
</TABLE>

FOREIGN SECURITIES

Some of the fund's portfolio securities may be listed on foreign exchanges that
trade on days when we do not calculate an NAV. As a result, the fund's NAV may
change on days when you will not be able to purchase or redeem shares. In
addition, a foreign exchange may not value its listed securities at the same
time that we calculate a fund's NAV. Events affecting the values of portfolio
securities that occur between the time a foreign exchange assigns a price to
the portfolio securities and the time when we calculate a fund's NAV generally
will not be reflected in the fund's NAV. These events will be reflected in the
fund's NAV when we, under the supervision of the Board of Directors of the
Strong Funds, determine that they would have a material effect on the fund's
NAV.

BUYING SHARES

5
<PAGE>

12b-1 fee. Sales charges may apply to the variable annuity or variable life
insurance contract, which should be described in the prospectus of the
insurance company's separate account. The fund may decline to accept a
purchase order upon receipt when, in Strong's judgment, it would not be in the
best interest of the existing shareholders to accept the order. Shares of the
fund will be sold at the net asset value next determined after receipt by the
fund of a purchase order in proper form placed by an insurance company
investing in the fund.

SELLING SHARES

Shares of the fund may be redeemed on any business day. The price received
upon redemption will be the NAV next determined after the redemption request in
proper form is received by the fund. Contract owners should refer to the
withdrawal or surrender instructions in the prospectus of the separate account
for instructions on how to redeem shares. Once the redemption request is
received in proper form, the fund will ordinarily forward payment to the
separate account no later than seven days after receipt.

DISTRIBUTION AND TAX POLICIES

The fund generally pays you dividends from net investment income and
distributes any net capital gains that it realizes annually. Your dividends and
capital gain distributions will be automatically reinvested in additional
shares of the fund.

For information regarding tax implications for owners of variable annuity or
variable life insurance contracts investing in the fund, please refer to the
prospectus of your insurance company's separate account.

RESERVED RIGHTS

We reserve the right to:

- - Reject any purchase request for any reason. Generally, we do this if the
purchase is disruptive to the efficient management of a fund.

- - Delay sending out redemption proceeds for up to seven days (this generally
only applies to very large redemptions without notice, or during unusual
market conditions).

- - Suspend redemptions or postpone payments when the NYSE is closed for any
reason other than its usual weekend or holiday closings, when trading is
restricted by the SEC, or under any emergency circumstances.

- - Make a redemption-in-kind (a payment in portfolio securities rather than
cash) if the amount you are redeeming is in excess of the lesser of (1)
$250,000 or (2) 1% of the fund's assets. Generally, redemption-in-kind is
used when large redemption requests may cause harm to the fund and its
shareholders.

- - Reject any purchase or redemption request that does not contain all required
documentation.

6
<PAGE>

FOR MORE INFORMATION

More information is available upon request at no charge, including:

SHAREHOLDER REPORTS: Additional information is available in the annual and
semi-annual report to shareholders. These reports contain a letter from
management, discuss recent market conditions, economic trends and investment
strategies that significantly affected your investment's performance during the
last fiscal year, and list portfolio holdings.

STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI contains more details about
investment policies and techniques. A current SAI is on file with the SEC and
is incorporated into this prospectus by reference. This means that the SAI is
legally considered a part of this prospectus even though it is not physically
contained within this prospectus.

To request information or to ask questions:

BY TELEPHONE FOR HEARING-IMPAIRED (TDD)

800-368-1683 800-999-2780

BY MAIL BY OVERNIGHT DELIVERY
Strong Funds Strong Funds
P.O. Box 2936 900 Heritage Reserve

Milwaukee, WI 53201-2936 Menomonee Falls, WI 53051

ON THE INTERNET BY E-MAIL

View on-line or download documents: [email protected]

Strong Funds: WWW.ESTRONG.COM

SEC*: www.sec.gov

This prospectus is not an offer to sell securities in places other than the
United States and its territories.

*INFORMATION ABOUT A FUND (INCLUDING THE SAI) CAN ALSO BE REVIEWED AND COPIED
AT THE SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE ROOM IN,
WASHINGTON, D.C. YOU MAY CALL THE COMMISSION AT 202-942-8090 FOR INFORMATION
ABOUT THE OPERATION OF THE PUBLIC REFERENCE ROOM. REPORTS AND OTHER
INFORMATION ABOUT A FUND ARE ALSO AVAILABLE FROM THE EDGAR DATABASE ON THE
COMMISSION'S INTERNET SITE AT WWW.SEC.GOV. YOU MAY OBTAIN A COPY OF THIS
INFORMATION, AFTER PAYING A DUPLICATING FEE, BY SENDING A WRITTEN REQUEST TO
THE COMMISSION'S PUBLIC REFERENCE SECTION, WASHINGTON, D.C. 20549-0102, OR BY
SENDING AN ELECTRONIC REQUEST TO THE FOLLOWING E-MAIL ADDRESS:
[email protected].

Strong Discovery Fund II, a series of Strong Variable Insurance Funds, Inc.,
SEC file Number 811-6553

8
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION ("SAI")

STRONG DISCOVERY FUND II, A SERIES FUND OF STRONG VARIABLE INSURANCE FUNDS,
INC.

P.O. Box 2936
Milwaukee, Wisconsin 53201
Toll-Free: (800) 368-1683

The Fund serves as an investment vehicle for variable annuity and variable life
insurance contracts of insurance companies. Shares in the Fund are only
offered and sold to the separate accounts of insurance companies. This SAI is
not a Prospectus and should read together with the Prospectus for the Fund
dated May 1, 2000 and the prospectus for the separate account of the specific
insurance product offering the Fund. Requests for copies of the Prospectus
should be made by calling the number listed above. The financial statements
appearing in the Annual Report, which accompanies this SAI, are incorporated
into this SAI by reference.

May 1, 2000

1
<PAGE>

TABLE OF CONTENTS PAGE

INVESTMENT RESTRICTIONS........................................................3
INVESTMENT POLICIES AND TECHNIQUES.............................................5
Strong Discovery Fund II.......................................................5
Borrowing......................................................................5
Cash Management................................................................5
Convertible Securities.........................................................5
Debt Obligations...............................................................6
Depositary Receipts............................................................6
Derivative Instruments.........................................................7
Foreign Investment Companies..................................................16
Foreign Securities............................................................16
High-Yield (High-Risk) Securities.............................................16
Illiquid Securities...........................................................18
Lending of Portfolio Securities...............................................19
Mortgage- and Asset-Backed Debt Securities....................................19
Participation Interests.......................................................20
Repurchase Agreements.........................................................20
Reverse Repurchase Agreements and Mortgage Dollar Rolls.......................21
Short Sales...................................................................21
Small and Medium Companies....................................................21
Standby Commitments...........................................................21
U.S. Government Securities....................................................22
Warrants......................................................................22
When-Issued and Delayed-Delivery Securities...................................22
Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities..........................23
DIRECTORS AND OFFICERS........................................................23
PRINCIPAL SHAREHOLDERS........................................................25
INVESTMENT ADVISOR............................................................25
DISTRIBUTOR...................................................................28
PORTFOLIO TRANSACTIONS AND BROKERAGE..........................................28
CUSTODIAN.....................................................................31
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT..................................31
ADMINISTRATIVE SERVICES.......................................................31
TAXES.........................................................................31
DETERMINATION OF NET ASSET VALUE..............................................34
ADDITIONAL SHAREHOLDER INFORMATION............................................35
ORGANIZATION..................................................................35
SHAREHOLDER MEETINGS..........................................................36
PERFORMANCE INFORMATION.......................................................36
GENERAL INFORMATION...........................................................39
INDEPENDENT ACCOUNTANTS.......................................................40
LEGAL COUNSEL.................................................................40
FINANCIAL STATEMENTS..........................................................41
APPENDIX - DEFINITION OF BOND RATINGS.........................................42

No person has been authorized to give any information or to make any
representations other than those contained in this SAI and its corresponding
Prospectus, and if given or made, such information or representations may not
be relied upon as having been authorized. This SAI does not constitute an
offer to sell securities.

3
<PAGE>

INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT LIMITATIONS

The following are the Fund's fundamental investment limitations which, along
with the Fund's investment objective (which is described in the Prospectus),
cannot be changed without shareholder approval. To obtain approval, a majority
of the Fund's outstanding voting shares must vote for the change. A majority
of the Fund's outstanding voting securities means the vote of the lesser of:
(1) 67% or more of the voting securities present, if more than 50% of the
outstanding voting securities are present or represented, or (2) more than 50%
of the outstanding voting shares.

Unless indicated otherwise below, the Fund:

1. May not with respect to 75% of its total assets, purchase the securities
of any issuer (except securities issued or guaranteed by the U.S. government or
its agencies or instrumentalities) if, as a result, (1) more than 5% of the
Fund's total assets would be invested in the securities of that issuer, or (2)
the Fund would hold more than 10% of the outstanding voting securities of that
issuer.

2. May (1) borrow money from banks and (2) make other investments or engage
in other transactions permissible under the Investment Company Act of 1940
("1940 Act") which may involve a borrowing, provided that the combination of
(1) and (2) shall not exceed 33 1/3% of the value of the Fund's total assets
(including the amount borrowed), less the Fund's liabilities (other than
borrowings), except that the Fund may borrow up to an additional 5% of its
total assets (not including the amount borrowed) from a bank for temporary or
emergency purposes (but not for leverage or the purchase of investments). The
Fund may also borrow money from the other Strong Funds or other persons to the
extent permitted by applicable law.

3. May not issue senior securities, except as permitted under the 1940 Act.

4. May not act as an underwriter of another issuer's securities, except to
the extent that the Fund may be deemed to be an underwriter within the meaning
of the Securities Act of 1933 in connection with the purchase and sale of
portfolio securities.

5. May not purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments (but this shall not
prevent the Fund from purchasing or selling options, futures contracts, or
other derivative instruments, or from investing in securities or other
instruments backed by physical commodities).

6. May not make loans if, as a result, more than 33 1/3% of the Fund's
total assets would be lent to other persons, except through (1) purchases of
debt securities or other debt instruments, or (2) engaging in repurchase
agreements.

7. May not purchase the securities of any issuer if, as a result, more than
25% of the Fund's total assets would be invested in the securities of issuers,
the principal business activities of which are in the same industry.

8. May not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prohibit the
Fund from purchasing or selling securities or other instruments backed by real
estate or of issuers engaged in real estate activities).

9. May, notwithstanding any other fundamental investment policy or
restriction, invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental
investment objective, policies, and restrictions as the Fund.

4
<PAGE>

NON-FUNDAMENTAL OPERATING POLICIES

The following are the Fund's non-fundamental operating policies which may be
changed by the Fund's Board of Directors without shareholder approval.

Unless indicated otherwise below, the Fund may not:

1. Sell securities short, unless the Fund owns or has the right to obtain
securities equivalent in kind and amount to the securities sold short, or
unless it covers such short sale as required by the current rules and positions
of the Securities and Exchange Commission ("SEC") or its staff, and provided
that transactions in options, futures contracts, options on futures contracts,
or other derivative instruments are not deemed to constitute selling securities
short.

2. Purchase securities on margin, except that the Fund may obtain such
short-term credits as are necessary for the clearance of transactions; and
provided that margin deposits in connection with futures contracts, options on
futures contracts, or other derivative instruments shall not constitute
purchasing securities on margin.

3. Invest in illiquid securities if, as a result of such investment, more
than 15% (10% with respect to a money fund) of its net assets would be invested
in illiquid securities, or such other amounts as may be permitted under the
1940 Act.

4. Purchase securities of other investment companies except in compliance
with the 1940 Act and applicable state law.

5. Invest all of its assets in the securities of a single open-end
investment management company with substantially the same fundamental
investment objective, restrictions and policies as the Fund.

6. Engage in futures or options on futures transactions which are
impermissible pursuant to Rule 4.5 under the Commodity Exchange Act and, in
accordance with Rule 4.5, will use futures or options on futures transactions
solely for bona fide hedging transactions (within the meaning of the Commodity
Exchange Act), provided, however, that the Fund may, in addition to bona fide
hedging transactions, use futures and options on futures transactions if the
aggregate initial margin and premiums required to establish such positions,
less the amount by which any such options positions are in the money (within
the meaning of the Commodity Exchange Act), do not exceed 5% of the Fund's net
assets.

7. Borrow money except (1) from banks or (2) through reverse repurchase
agreements or mortgage dollar rolls, and will not purchase securities when bank
borrowings exceed 5% of its total assets.

8. Make any loans other than loans of portfolio securities, except through
(1) purchases of debt securities or other debt instruments, or (2) engaging in
repurchase agreements.

Unless noted otherwise, if a percentage restriction is adhered to at the time
of investment, a later increase or decrease in percentage resulting from a
change in the Fund's assets (I.E. due to cash inflows or redemptions) or in
market value of the investment or the Fund's assets will not constitute a
violation of that restriction.

5
<PAGE>

INVESTMENT POLICIES AND TECHNIQUES

STRONG DISCOVERY FUND II

- - The Fund normally emphasizes equity securities, although it has the
flexibility to invest in any type of security that the Advisor believes has
the potential for capital appreciation. The Fund may invest up to 100% of its
total assets in equity securities, including common stocks, preferred stocks,
and securities that are convertible into common or preferred stocks, such as
warrants and convertible bonds.

- - The Fund may also invest up to 100% of its total assets in debt obligations,
including intermediate- to long-term corporate or U.S. government debt
securities. When the Advisor determines that market conditions warrant a
temporary defensive position, the Fund may invest without limitation in cash
and short-term fixed-income securities.

- - The Fund may invest up to 5% of its net assets in non-investment-grade debt
obligations.

- - The Fund may invest up to 25% of its net assets in foreign securities,
including both direct investments and investments made through depositary
receipts.

The following information supplements the discussion of the Fund's investment
objective, policies, and techniques described in the Prospectus.

BORROWING

The Fund may borrow money from banks and make other investments or engage in
other transactions permissible under the 1940 Act which may be considered a
borrowing (such as mortgage dollar rolls and reverse repurchase agreements).
However, the Fund may not purchase securities when bank borrowings exceed 5%
of the Fund's total assets. Presently, the Fund only intends to borrow from
banks for temporary or emergency purposes.

The Fund has established a line-of-credit ("LOC") with certain banks by which
it may borrow funds for temporary or emergency purposes. A borrowing is
presumed to be for temporary or emergency purposes if it is repaid by the Fund
within 60 days and is not extended or renewed. The Fund intends to use the
LOC to meet large or unexpected redemptions that would otherwise force the
Fund to liquidate securities under circumstances which are unfavorable to the
Fund's remaining shareholders. The Fund pays a commitment fee to the banks
for the LOC.

CASH MANAGEMENT

The Fund may invest directly in cash and short-term fixed-income securities,
including, for this purpose, shares of one or more money market funds managed
by Strong Capital Management, Inc., the Fund's investment advisor ("Advisor")
(collectively, the "Strong Money Funds"). The Strong Money Funds seek current
income, a stable share price of $1.00, and daily liquidity. All money market
instruments can change in value when interest rates or an issuer's
creditworthiness change dramatically. The Strong Money Funds cannot guarantee
that they will always be able to maintain a stable net asset value of $1.00
per share.

CONVERTIBLE SECURITIES

Convertible securities are bonds, debentures, notes, preferred stocks, or
other securities that may be converted into or exchanged for a specified
amount of common stock of the same or a different issuer within a particular
period of time at a specified price or formula. A convertible security
entitles the holder to receive interest normally paid or accrued on debt or
the dividend paid on preferred stock until the convertible security matures or
is redeemed, converted, or exchanged. Convertible securities have unique
investment characteristics in that they generally (1) have higher yields than
common stocks, but lower yields than comparable non-convertible securities,
(2) are less subject to fluctuation in value than the underlying stock since
they have fixed income characteristics, and (3) provide the potential for
capital appreciation if the market price of the underlying common stock
increases. Most convertible securities currently are issued by U.S.
companies, although a substantial Eurodollar convertible securities market has
developed, and the markets for convertible securities denominated in local
currencies are increasing.

6
<PAGE>

The value of a convertible security is a function of its "investment value"
(determined by its yield in comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and
its "conversion value" (the security's worth, at market value, if converted
into the underlying common stock). The investment value of a convertible
security is influenced by changes in interest rates, with investment value
declining as interest rates increase and increasing as interest rates decline.
The credit standing of the issuer and other factors also may have an effect on
the convertible security's investment value. The conversion value of a
convertible security is determined by the market price of the underlying
common stock. If the conversion value is low relative to the investment
value, the price of the convertible security is governed principally by its
investment value. Generally, the conversion value decreases as the
convertible security approaches maturity. To the extent the market price of
the underlying common stock approaches or exceeds the conversion price, the
price of the convertible security will be increasingly influenced by its
conversion value. A convertible security generally will sell at a premium
over its conversion value by the extent to which investors place value on the
right to acquire the underlying common stock while holding a fixed income
security.

A convertible security may be subject to redemption at the option of the
issuer at a price established in the convertible security's governing
instrument. If a convertible security is called for redemption, the Fund will
be required to permit the issuer to redeem the security, convert it into the
underlying common stock, or sell it to a third party.

DEBT OBLIGATIONS

The Fund may invest a portion of its assets in debt obligations. Issuers of
debt obligations have a contractual obligation to pay interest at a specified
rate on specified dates and to repay principal on a specified maturity date.
Certain debt obligations (usually intermediate- and long-term bonds) have
provisions that allow the issuer to redeem or "call" a bond before its
maturity. Issuers are most likely to call such securities during periods of
falling interest rates and the Fund may have to replace such securities with
lower yielding securities, which could result in a lower return for the Fund.

PRICE VOLATILITY. The market value of debt obligations is affected primarily
by changes in prevailing interest rates. The market value of a debt
obligation generally reacts inversely to interest-rate changes, meaning, when
prevailing interest rates decline, an obligation's price usually rises, and
when prevailing interest rates rise, an obligation's price usually declines.

MATURITY. In general, the longer the maturity of a debt obligation, the
higher its yield and the greater its sensitivity to changes in interest rates.
Conversely, the shorter the maturity, the lower the yield but the greater the
price stability. Commercial paper is generally considered the shortest
maturity form of debt obligation.

CREDIT QUALITY. The values of debt obligations may also be affected by
changes in the credit rating or financial condition of their issuers.
Generally, the lower the quality rating of a security, the higher the degree
of risk as to the payment of interest and return of principal. To compensate
investors for taking on such increased risk, those issuers deemed to be less
creditworthy generally must offer their investors higher interest rates than
do issuers with better credit ratings.

In conducting its credit research and analysis, the Advisor considers both
qualitative and quantitative factors to evaluate the creditworthiness of
individual issuers. The Advisor also relies, in part, on credit ratings
compiled by a number of Nationally Recognized Statistical Rating Organizations
("NRSROs").

DEPOSITARY RECEIPTS

The Fund may invest in foreign securities by purchasing depositary receipts,
including American Depositary Receipts ("ADRs") and European Depositary
Receipts ("EDRs"), or other securities convertible into securities of foreign
issuers. These securities may not necessarily be denominated in the same
currency as the securities into which they may be converted. Generally, ADRs,
in registered form, are denominated in U.S. dollars and are designed for use
in the U.S. securities markets, while EDRs, in bearer form, may be denominated
in other currencies and are designed for use in the European securities
markets. ADRs are receipts typically issued by a U.S. bank or trust company
evidencing ownership of the underlying securities. EDRs are European receipts
evidencing a similar arrangement. For purposes of the Fund's investment
policies, ADRs and EDRs are deemed to have the same classification as the
underlying securities they represent, except that ADRs and EDRs shall be
treated as indirect foreign investments. For example, an ADR or EDR
representing

7
<PAGE>

ownership of common stock will be treated as common stock. Depositary receipts
do not eliminate all of the risks associated with directly investing in the
securities of foreign issuers.

ADR facilities may be established as either "unsponsored" or "sponsored."
While ADRs issued under these two types of facilities are in some respects
similar, there are distinctions between them relating to the rights and
obligations of ADR holders and the practices of market participants.

A depositary may establish an unsponsored facility without participation by
(or even necessarily the permission of) the issuer of the deposited
securities, although typically the depositary requests a letter of
non-objection from such issuer prior to the establishment of the facility.
Holders of unsponsored ADRs generally bear all the costs of such facility.
The depositary usually charges fees upon the deposit and withdrawal of the
deposited securities, the conversion of dividends into U.S. dollars, the
disposition of non-cash distributions, and the performance of other services.
The depositary of an unsponsored facility frequently is under no obligation to
pass through voting rights to ADR holders in respect of the deposited
securities. In addition, an unsponsored facility is generally not obligated
to distribute communications received from the issuer of the deposited
securities or to disclose material information about such issuer in the U.S.
and there may not be a correlation between such information and the market
value of the depositary receipts.

Sponsored ADR facilities are created in generally the same manner as
unsponsored facilities, except that the issuer of the deposited securities
enters into a deposit agreement with the depositary. The deposit agreement
sets out the rights and responsibilities of the issuer, the depositary, and
the ADR holders. With sponsored facilities, the issuer of the deposited
securities generally will bear some of the costs relating to the facility
(such as dividend payment fees of the depositary), although ADR holders
continue to bear certain other costs (such as deposit and withdrawal fees).
Under the terms of most sponsored arrangements, depositories agree to
distribute notices of shareholder meetings and voting instructions, and to
provide shareholder communications and other information to the ADR holders at
the request of the issuer of the deposited securities.

DERIVATIVE INSTRUMENTS

IN GENERAL. The Fund may use derivative instruments for any lawful purpose
consistent with its investment objective such as hedging or managing risk.
Derivative instruments are commonly defined to include securities or contracts
whose values depend on (or "derive" from) the value of one or more other
assets, such as securities, currencies, or commodities. These "other assets"
are commonly referred to as "underlying assets."

A derivative instrument generally consists of, is based upon, or exhibits
characteristics similar to OPTIONS or FORWARD CONTRACTS. Options and forward
contracts are considered to be the basic "building blocks" of derivatives. For
example, forward-based derivatives include forward contracts, swap contracts,
as well as exchange-traded futures. Option-based derivatives include privately
negotiated, over-the-counter ("OTC") options (including caps, floors, collars,
and options on forward and swap contracts) and exchange-traded options on
futures. Diverse types of derivatives may be created by combining options or
forward contracts in different ways, and by applying these structures to a
wide range of underlying assets.

An option is a contract in which the "holder" (the buyer) pays a certain
amount ("premium") to the "writer" (the seller) to obtain the right, but not
the obligation, to buy from the writer (in a "call") or sell to the writer (in
a "put") a specific asset at an agreed upon price at or before a certain time.
The holder pays the premium at inception and has no further financial
obligation. The holder of an option-based derivative generally will benefit
from favorable movements in the price of the underlying asset but is not
exposed to corresponding losses due to adverse movements in the value of the
underlying asset. The writer of an option-based derivative generally will
receive fees or premiums but generally is exposed to losses due to changes in
the value of the underlying asset.

A forward is a sales contract between a buyer (holding the "long" position)
and a seller (holding the "short" position) for an asset with delivery
deferred until a future date. The buyer agrees to pay a fixed price at the
agreed future date and the seller agrees to deliver the asset. The seller
hopes that the market price on the delivery date is less than the agreed upon
price, while the buyer hopes for the contrary. The change in value of a
forward-based derivative generally is roughly proportional to the change in
value of the underlying asset.

8
<PAGE>

unrecognized gains in the value of its portfolio securities. Hedging
strategies, if successful, can reduce the risk of loss by wholly or partially
offsetting the negative effect of unfavorable price movements in the
investments being hedged. However, hedging strategies can also reduce the
opportunity for gain by offsetting the positive effect of favorable price
movements in the hedged investments. To the extent that a hedge matures prior
to or after the disposition of the investment subject to the hedge, any gain or
loss on the hedge will be realized earlier or later than any offsetting gain or
loss on the hedged investment.

MANAGING RISK. The Fund may also use derivative instruments to manage the
risks of its portfolio. Risk management strategies include, but are not
limited to, facilitating the sale of portfolio securities, managing the
effective maturity or duration of debt obligations in its portfolio,
establishing a position in the derivatives markets as a substitute for buying
or selling certain securities, or creating or altering exposure to certain
asset classes, such as equity, debt, or foreign securities. The use of
derivative instruments may provide a less expensive, more expedient or more
specifically focused way to invest than "traditional" securities (I.E., stocks
or bonds) would.

EXCHANGE AND OTC DERIVATIVES. Derivative instruments may be exchange-traded
or traded in OTC transactions between private parties. Exchange-traded
derivatives are standardized options and futures contracts traded in an
auction on the floor of a regulated exchange. Exchange contracts are
generally very liquid. The exchange clearinghouse is the counterparty of
every contract. Thus, each holder of an exchange contract bears the credit
risk of the clearinghouse (and has the benefit of its financial strength)
rather than that of a particular counterparty. OTC transactions are subject
to additional risks, such as the credit risk of the counterparty to the
instrument, and are less liquid than exchange-traded derivatives since they
often can only be closed out with the other party to the transaction.

RISKS AND SPECIAL CONSIDERATIONS. The use of derivative instruments involves
risks and special considerations as described below. Risks pertaining to
particular derivative instruments are described in the sections that follow.

(1) MARKET RISK. The primary risk of derivatives is the same as the risk
of the underlying assets, namely that the value of the underlying asset may go
up or down. Adverse movements in the value of an underlying asset can expose
the Fund to losses. Derivative instruments may include elements of leverage
and, accordingly, the fluctuation of the value of the derivative instrument in
relation to the underlying asset may be magnified. The successful use of
derivative instruments depends upon a variety of factors, particularly the
ability of the Advisor to predict movements of the securities, currencies, and
commodity markets, which requires different skills than predicting changes in
the prices of individual securities. There can be no assurance that any
particular strategy adopted will succeed. The Advisor's decision to engage in
a derivative instrument will reflect its judgment that the derivative
transaction will provide value to the Fund and its shareholders and is
consistent with the Fund's objectives, investment limitations, and operating
policies. In making such a judgment, the Advisor will analyze the benefits
and risks of the derivative transaction and weigh them in the context of the
Fund's entire portfolio and investment objective.

(2) CREDIT RISK. The Fund will be subject to the risk that a loss may be
sustained as a result of the failure of a counterparty to comply with the
terms of a derivative instrument. The counterparty risk for exchange-traded
derivative instruments is generally less than for privately negotiated or OTC
derivative instruments, since generally a clearing agency, which is the issuer
or counterparty to each exchange-traded instrument, provides a guarantee of
performance. For privately negotiated instruments, there is no similar
clearing agency guarantee. In all transactions, the Fund will bear the risk
that the counterparty will default, and this could result in a loss of the
expected benefit of the derivative transaction and possibly other losses. The
Fund will enter into transactions in derivative instruments only with
counterparties that the Advisor reasonably believes are capable of performing
under the contract.

(3) CORRELATION RISK. When a derivative transaction is used to
completely hedge another position, changes in the market value of the combined
position (the derivative instrument plus the position being hedged) result
from an imperfect correlation between the price movements of the two
instruments. With a perfect hedge, the value of the combined position remains
unchanged for any change in the price of the underlying asset. With an
imperfect hedge, the values of the derivative instrument and its hedge are not
perfectly correlated. Correlation risk is the risk that there might be
imperfect correlation, or even no correlation, between price movements of an
instrument and price movements of investments being hedged. For example, if
the value of a derivative instruments used in a short hedge (such as writing a
call option, buying a put option, or selling a futures contract) increased by
less than the decline in value of the hedged investments, the hedge would not
be perfectly correlated. Such a lack of correlation might occur due to
factors unrelated to the value of the investments being hedged, such as
speculative or other pressures on the markets in which these instruments are
traded. The effectiveness of hedges using instruments on

9
<PAGE>

indices will depend, in part, on the degree of correlation between price
movements in the index and price movements in the investments being hedged.

(4) LIQUIDITY RISK. Derivatives are also subject to liquidity risk.
Liquidity risk is the risk that a derivative instrument cannot be sold, closed
out, or replaced quickly at or very close to its fundamental value.
Generally, exchange contracts are very liquid because the exchange
clearinghouse is the counterparty of every contract. OTC transactions are
less liquid than exchange-traded derivatives since they often can only be
closed out with the other party to the transaction. The Fund might be
required by applicable regulatory requirement to maintain assets as "cover,"
maintain segregated accounts, and/or make margin payments when it takes
positions in derivative instruments involving obligations to third parties
(I.E., instruments other than purchased options). If the Fund was unable to
close out its positions in such instruments, it might be required to continue
to maintain such assets or accounts or make such payments until the position
expired, matured, or was closed out. The requirements might impair the Fund's
ability to sell a portfolio security or make an investment at a time when it
would otherwise be favorable to do so, or require that the Fund sell a
portfolio security at a disadvantageous time. The Fund's ability to sell or
close out a position in an instrument prior to expiration or maturity depends
on the existence of a liquid secondary market or, in the absence of such a
market, the ability and willingness of the counterparty to enter into a
transaction closing out the position. Therefore, there is no assurance that
any derivatives position can be sold or closed out at a time and price that
is favorable to the Fund.

(5) LEGAL RISK. Legal risk is the risk of loss caused by the legal
unenforcibility of a party's obligations under the derivative. While a party
seeking price certainty agrees to surrender the potential upside in exchange
for downside protection, the party taking the risk is looking for a positive
payoff. Despite this voluntary assumption of risk, a counterparty that has
lost money in a derivative transaction may try to avoid payment by exploiting
various legal uncertainties about certain derivative products.

(6) SYSTEMIC OR "INTERCONNECTION" RISK. Interconnection risk is the risk
that a disruption in the financial markets will cause difficulties for all
market participants. In other words, a disruption in one market will spill
over into other markets, perhaps creating a chain reaction. Much of the OTC
derivatives market takes place among the OTC dealers themselves, thus creating
a large interconnected web of financial obligations. This interconnectedness
raises the possibility that a default by one large dealer could create losses
at other dealers and destabilize the entire market for OTC derivative
instruments.

GENERAL LIMITATIONS. The use of derivative instruments is subject to
applicable regulations of the SEC, the several options and futures exchanges
upon which they may be traded, the Commodity Futures Trading Commission
("CFTC"), and various state regulatory authorities. In addition, the Fund's
ability to use derivative instruments may be limited by certain tax
considerations.

The Fund has filed a notice of eligibility for exclusion from the definition
of the term "commodity pool operator" with the CFTC and the National Futures
Association, which regulate trading in the futures markets. In accordance
with Rule 4.5 of the regulations under the Commodity Exchange Act ("CEA"), the
notice of eligibility for the Fund includes representations that the Fund will
use futures contracts and related options solely for bona fide hedging
purposes within the meaning of CFTC regulations, provided that the Fund may
hold other positions in futures contracts and related options that do not
qualify as a bona fide hedging position if the aggregate initial margin
deposits and premiums required to establish these positions, less the amount
by which any such futures contracts and related options positions are "in the
money," do not exceed 5% of the Fund's net assets. Adherence to these
guidelines does not limit the Fund's risk to 5% of the Fund's assets.

The SEC has identified certain trading practices involving derivative
instruments that involve the potential for leveraging the Fund's assets in a
manner that raises issues under the 1940 Act. In order to limit the potential
for the leveraging of the Fund's assets, as defined under the 1940 Act, the
SEC has stated that the Fund may use coverage or the segregation of the Fund's
assets. To the extent required by SEC guidelines, the Fund will not enter
into any such transactions unless it owns either: (1) an offsetting
("covered") position in securities, options, futures, or derivative
instruments; or (2) cash or liquid securities positions with a value
sufficient at all times to cover its potential obligations to the extent that
the position is not "covered". The Fund will also set aside cash and/or
appropriate liquid assets in a segregated custodial account if required to do
so by SEC and CFTC regulations. Assets used as cover or held in a segregated
account cannot be sold while the derivative position is open, unless they are
replaced with similar assets. As a result, the commitment of a large portion
of the

10
<PAGE>

Fund's assets to segregated accounts could impede portfolio management or the
Fund's ability to meet redemption requests or other current obligations.

In some cases, the Fund may be required to maintain or limit exposure to a
specified percentage of its assets to a particular asset class. In such
cases, when the Fund uses a derivative instrument to increase or decrease
exposure to an asset class and is required by applicable SEC guidelines to set
aside liquid assets in a segregated account to secure its obligations under
the derivative instruments, the Advisor may, where reasonable in light of the
circumstances, measure compliance with the applicable percentage by reference
to the nature of the economic exposure created through the use of the
derivative instrument and not by reference to the nature of the exposure
arising from the liquid assets set aside in the segregated account (unless
another interpretation is specified by applicable regulatory requirements).

OPTIONS. The Fund may use options for any lawful purpose consistent with its
investment objective such as hedging or managing risk. An option is a
contract in which the "holder" (the buyer) pays a certain amount ("premium")
to the "writer" (the seller) to obtain the right, but not the obligation, to
buy from the writer (in a "call") or sell to the writer (in a "put") a
specific asset at an agreed upon price ("strike price" or "exercise price") at
or before a certain time ("expiration date"). The holder pays the premium at
inception and has no further financial obligation. The holder of an option
will benefit from favorable movements in the price of the underlying asset but
is not exposed to corresponding losses due to adverse movements in the value
of the underlying asset. The writer of an option will receive fees or
premiums but is exposed to losses due to changes in the value of the
underlying asset. The Fund may buy or write (sell) put and call options on
assets, such as securities, currencies, financial commodities, and indices of
debt and equity securities ("underlying assets") and enter into closing
transactions with respect to such options to terminate an existing position.
Options used by the Fund may include European, American, and Bermuda style
options. If an option is exercisable only at maturity, it is a "European"
option; if it is also exercisable prior to maturity, it is an "American"
option. If it is exercisable only at certain times, it is a "Bermuda" option.

The Fund may purchase (buy) and write (sell) put and call options underlying
assets and enter into closing transactions with respect to such options to
terminate an existing position. The purchase of a call option serves as a
long hedge, and the purchase of a put option serves as a short hedge. Writing
put or call options can enable the Fund to enhance income by reason of the
premiums paid by the purchaser of such options. Writing call options serves
as a limited short hedge because declines in the value of the hedged
investment would be offset to the extent of the premium received for writing
the option. However, if the security appreciates to a price higher than the
exercise price of the call option, it can be expected that the option will be
exercised and the Fund will be obligated to sell the security at less than its
market value or will be obligated to purchase the security at a price greater
than that at which the security must be sold under the option. All or a
portion of any assets used as cover for OTC options written by the Fund would
be considered illiquid to the extent described under "Investment Policies and
Techniques - Illiquid Securities." Writing put options serves as a limited
long hedge because decreases in the value of the hedged investment would be
offset to the extent of the premium received for writing the option. However,
if the security depreciates to a price lower than the exercise price of the
put option, it can be expected that the put option will be exercised and the
Fund will be obligated to purchase the security at more than its market value.

The value of an option position will reflect, among other things, the
historical price volatility of the underlying investment, the current market
value of the underlying investment, the time remaining until expiration, the
relationship of the exercise price to the market price of the underlying
investment, and general market conditions.

The Fund may effectively terminate its right or obligation under an option by
entering into a closing transaction. For example, the Fund may terminate its
obligation under a call or put option that it had written by purchasing an
identical call or put option; this is known as a closing purchase transaction.
Conversely, the Fund may terminate a position in a put or call option it had
purchased by writing an identical put or call option; this is known as a
closing sale transaction. Closing transactions permit the Fund to realize the
profit or limit the loss on an option position prior to its exercise or
expiration.

The Fund may purchase or write both exchange-traded and OTC options.
Exchange-traded options are issued by a clearing organization affiliated with
the exchange on which the option is listed that, in effect, guarantees
completion of every exchange-traded option transaction. In contrast, OTC
options are contracts between the Fund and the other party to the transaction
("counterparty") (usually a securities dealer or a bank) with no clearing
organization guarantee. Thus, when the Fund purchases or writes an OTC
option, it relies on the counterparty to make or take delivery of the
underlying investment

11
<PAGE>

upon exercise of the option. Failure by the counterparty to do so would result
in the loss of any premium paid by the Fund as well as the loss of any expected
benefit of the transaction.

The Fund's ability to establish and close out positions in exchange-listed
options depends on the existence of a liquid market. The Fund intends to
purchase or write only those exchange-traded options for which there appears
to be a liquid secondary market. However, there can be no assurance that such
a market will exist at any particular time. Closing transactions can be made
for OTC options only by negotiating directly with the counterparty, or by a
transaction in the secondary market if any such market exists. Although the
Fund will enter into OTC options only with counter parties that are expected
to be capable of entering into closing transactions with the Fund, there is no
assurance that the Fund will in fact be able to close out an OTC option at a
favorable price prior to expiration. In the event of insolvency of the
counterparty, the Fund might be unable to close out an OTC option position at
any time prior to its expiration. If the Fund were unable to effect a closing
transaction for an option it had purchased, it would have to exercise the
option to realize any profit.

The Fund may engage in options transactions on indices in much the same manner
as the options on securities discussed above, except the index options may
serve as a hedge against overall fluctuations in the securities market
represented by the relevant market index.

The writing and purchasing of options is a highly specialized activity that
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. Imperfect correlation between the
options and securities markets may detract from the effectiveness of the
attempted hedging.

SPREAD TRANSACTIONS. The Fund may use spread transactions for any lawful
purpose consistent with its investment objective such as hedging or managing
risk. The Fund may purchase covered spread options from securities dealers.
Such covered spread options are not presently exchange-listed or
exchange-traded. The purchase of a spread option gives the Fund the right to
put, or sell, a security that it owns at a fixed dollar spread or fixed yield
spread in relation to another security that the Fund does not own, but which
is used as a benchmark. The risk to the Fund in purchasing covered spread
options is the cost of the premium paid for the spread option and any
transaction costs. In addition, there is no assurance that closing
transactions will be available. The purchase of spread options will be used
to protect the Fund against adverse changes in prevailing credit quality
spreads, I.E., the yield spread between high quality and lower quality
securities. Such protection is only provided during the life of the spread
option.

FUTURES CONTRACTS. The Fund may use futures contracts for any lawful purpose
consistent with its investment objective such as hedging or managing risk.
The Fund may enter into futures contracts, including, but not limited to,
interest rate and index futures. The Fund may also purchase put and call
options, and write covered put and call options, on futures in which it is
allowed to invest. The purchase of futures or call options thereon can serve
as a long hedge, and the sale of futures or the purchase of put options
thereon can serve as a short hedge. Writing covered call options on futures
contracts can serve as a limited short hedge, and writing covered put options
on futures contracts can serve as a limited long hedge, using a strategy
similar to that used for writing covered options in securities. The Fund may
also write put options on futures contracts while at the same time purchasing
call options on the same futures contracts in order to create synthetically a
long futures contract position. Such options would have the same strike
prices and expiration dates. The Fund will engage in this strategy only when
the Advisor believes it is more advantageous to the Fund than purchasing the
futures contract.

To the extent required by regulatory authorities, the Fund only enters into
futures contracts that are traded on national futures exchanges and are
standardized as to maturity date and underlying financial instrument. Futures
exchanges and trading are regulated under the CEA by the CFTC. Although
techniques other than sales and purchases of futures contracts could be used
to reduce the Fund's exposure to market or interest rate fluctuations, the
Fund may be able to hedge its exposure more effectively and perhaps at a lower
cost through the use of futures contracts.

12
<PAGE>

by entering into an offsetting transaction in a matching futures contract.
Although the value of an index might be a function of the value of certain
specified securities, no physical delivery of those securities is made. If the
offsetting purchase price is less than the original sale price, the Fund
realizes a gain; if it is more, the Fund realizes a loss. Conversely, if the
offsetting sale price is more than the original purchase price, the Fund
realizes a gain; if it is less, the Fund realizes a loss. The transaction
costs must also be included in these calculations. There can be no assurance,
however, that the Fund will be able to enter into an offsetting transaction
with respect to a particular futures contract at a particular time. If the
Fund is not able to enter into an offsetting transaction, the Fund will
continue to be required to maintain the margin deposits on the futures
contract.

No price is paid by the Fund upon entering into a futures contract. Instead,
at the inception of a futures contract, the Fund is required to deposit in a
segregated account with its custodian, in the name of the futures broker
through whom the transaction was effected, "initial margin" consisting of cash
and/or other appropriate liquid assets in an amount generally equal to 10% or
less of the contract value. Margin must also be deposited when writing a call
or put option on a futures contract, in accordance with applicable exchange
rules. Unlike margin in securities transactions, initial margin on futures
contracts does not represent a borrowing, but rather is in the nature of a
performance bond or good-faith deposit that is returned to the Fund at the
termination of the transaction if all contractual obligations have been
satisfied. Under certain circumstances, such as periods of high volatility,
the Fund may be required by an exchange to increase the level of its initial
margin payment, and initial margin requirements might be increased generally
in the future by regulatory action.

Subsequent "variation margin" payments are made to and from the futures broker
daily as the value of the futures position varies, a process known as "marking
to market." Variation margin does not involve borrowing, but rather
represents a daily settlement of the Fund's obligations to or from a futures
broker. When the Fund purchases an option on a future, the premium paid plus
transaction costs is all that is at risk. In contrast, when the Fund
purchases or sells a futures contract or writes a call or put option thereon,
it is subject to daily variation margin calls that could be substantial in the
event of adverse price movements. If the Fund has insufficient cash to meet
daily variation margin requirements, it might need to sell securities at a
time when such sales are disadvantageous. Purchasers and sellers of futures
positions and options on futures can enter into offsetting closing
transactions by selling or purchasing, respectively, an instrument identical
to the instrument held or written. Positions in futures and options on
futures may be closed only on an exchange or board of trade that provides a
secondary market. The Fund intends to enter into futures transactions only on
exchanges or boards of trade where there appears to be a liquid secondary
market. However, there can be no assurance that such a market will exist for
a particular contract at a particular time.

Under certain circumstances, futures exchanges may establish daily limits on
the amount that the price of a future or option on a futures contract can vary
from the previous day's settlement price; once that limit is reached, no
trades may be made that day at a price beyond the limit. Daily price limits
do not limit potential losses because prices could move to the daily limit for
several consecutive days with little or no trading, thereby preventing
liquidation of unfavorable positions.

If the Fund were unable to liquidate a futures or option on a futures contract
position due to the absence of a liquid secondary market or the imposition of
price limits, it could incur substantial losses. The Fund would continue to
be subject to market risk with respect to the position. In addition, except
in the case of purchased options, the Fund would continue to be required to
make daily variation margin payments and might be required to maintain the
position being hedged by the future or option or to maintain cash or
securities in a segregated account.

Certain characteristics of the futures market might increase the risk that
movements in the prices of futures contracts or options on futures contracts
might not correlate perfectly with movements in the prices of the investments
being hedged. For example, all participants in the futures and options on
futures contracts markets are subject to daily variation margin calls and
might be compelled to liquidate futures or options on futures contracts
positions whose prices are moving unfavorably to avoid being subject to
further calls. These liquidations could increase price volatility of the
instruments and distort the normal price relationship between the futures or
options and the investments being hedged. Also, because initial margin
deposit requirements in the futures markets are less onerous than margin
requirements in the securities markets, there might be increased participation
by speculators in the future markets. This participation also might cause
temporary price distortions. In addition, activities of large traders in both
the futures and securities markets involving arbitrage, "program trading" and
other investment strategies might result in temporary price distortions.

13
<PAGE>

currencies and forward currency contracts (I.E., an obligation to purchase or
sell a specific currency at a specified future date, which may be any fixed
number of days from the contract date agreed upon by the parties, at a price
set at the time the contract is entered into). The Fund may use these
instruments for hedging or any other lawful purpose consistent with the Fund's
investment objective, including transaction hedging, anticipatory hedging,
cross hedging, proxy hedging, and position hedging. The Fund's use of
currency-related derivative instruments will be directly related to the Fund's
current or anticipated portfolio securities, and the Fund may engage in
transactions in currency-related derivative instruments as a means to protect
against some or all of the effects of adverse changes in foreign currency
exchange rates on its investment portfolio. In general, if the currency in
which a portfolio investment is denominated appreciates against the U.S.
dollar, the dollar value of the security will increase. Conversely, a decline
in the exchange rate of the currency would adversely affect the value of the
portfolio investment expressed in U.S. dollars.

For example, the Fund might use currency-related derivative instruments to
"lock in" a U.S. dollar price for a portfolio investment, thereby enabling the
Fund to protect itself against a possible loss resulting from an adverse
change in the relationship between the U.S. dollar and the subject foreign
currency during the period between the date the security is purchased or sold
and the date on which payment is made or received. The Fund also might use
currency-related derivative instruments when the Advisor believes that one
currency may experience a substantial movement against another currency,
including the U.S. dollar, and it may use currency-related derivative
instruments to sell or buy the amount of the former foreign currency,
approximating the value of some or all of the Fund's portfolio securities
denominated in such foreign currency. Alternatively, where appropriate, the
Fund may use currency-related derivative instruments to hedge all or part of
its foreign currency exposure through the use of a basket of currencies or a
proxy currency where such currency or currencies act as an effective proxy for
other currencies. The use of this basket hedging technique may be more
efficient and economical than using separate currency-related derivative
instruments for each currency exposure held by the Fund. Furthermore,
currency-related derivative instruments may be used for short hedges - for
example, the Fund may sell a forward currency contract to lock in the U.S.
dollar equivalent of the proceeds from the anticipated sale of a security
denominated in a foreign currency.

In addition, the Fund may use a currency-related derivative instrument to
shift exposure to foreign currency fluctuations from one foreign country to
another foreign country where the Advisor believes that the foreign currency
exposure purchased will appreciate relative to the U.S. dollar and thus better
protect the Fund against the expected decline in the foreign currency exposure
sold. For example, if the Fund owns securities denominated in a foreign
currency and the Advisor believes that currency will decline, it might enter
into a forward contract to sell an appropriate amount of the first foreign
currency, with payment to be made in a second foreign currency that the
Advisor believes would better protect the Fund against the decline in the
first security than would a U.S. dollar exposure. Hedging transactions that
use two foreign currencies are sometimes referred to as "cross hedges." The
effective use of currency-related derivative instruments by the Fund in a
cross hedge is dependent upon a correlation between price movements of the two
currency instruments and the underlying security involved, and the use of two
currencies magnifies the risk that movements in the price of one instrument
may not correlate or may correlate unfavorably with the foreign currency being
hedged. Such a lack of correlation might occur due to factors unrelated to
the value of the currency instruments used or investments being hedged, such
as speculative or other pressures on the markets in which these instruments
are traded.

The Fund also might seek to hedge against changes in the value of a particular
currency when no hedging instruments on that currency are available or such
hedging instruments are more expensive than certain other hedging instruments.
In such cases, the Fund may hedge against price movements in that currency by
entering into transactions using currency-related derivative instruments on
another foreign currency or a basket of currencies, the values of which the
Advisor believes will have a high degree of positive correlation to the value
of the currency being hedged. The risk that movements in the price of the
hedging instrument will not correlate perfectly with movements in the price of
the currency being hedged is magnified when this strategy is used.

The use of currency-related derivative instruments by the Fund involves a
number of risks. The value of currency-related derivative instruments depends
on the value of the underlying currency relative to the U.S. dollar. Because
foreign currency transactions occurring in the interbank market might involve
substantially larger amounts than those involved in the use of such derivative
instruments, the Fund could be disadvantaged by having to deal in the odd lot
market (generally consisting of transactions of less than $1 million) for the
underlying foreign currencies at prices that are less favorable than for round
lots (generally consisting of transactions of greater than $1 million).

14
<PAGE>

There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis.
Quotation information generally is representative of very large transactions
in the interbank market and thus might not reflect odd-lot transactions where
rates might be less favorable. The interbank market in foreign currencies is
a global, round-the-clock market. To the extent the U.S. options or futures
markets are closed while the markets for the underlying currencies remain
open, significant price and rate movements might take place in the underlying
markets that cannot be reflected in the markets for the derivative instruments
until they re-open.

Settlement of transactions in currency-related derivative instruments might be
required to take place within the country issuing the underlying currency.
Thus, the Fund might be required to accept or make delivery of the underlying
foreign currency in accordance with any U.S. or foreign regulations regarding
the maintenance of foreign banking arrangements by U.S. residents and might be
required to pay any fees, taxes and charges associated with such delivery
assessed in the issuing country.

When the Fund engages in a transaction in a currency-related derivative
instrument, it relies on the counterparty to make or take delivery of the
underlying currency at the maturity of the contract or otherwise complete the
contract. In other words, the Fund will be subject to the risk that a loss
may be sustained by the Fund as a result of the failure of the counterparty to
comply with the terms of the transaction. The counterparty risk for
exchange-traded instruments is generally less than for privately negotiated or
OTC currency instruments, since generally a clearing agency, which is the
issuer or counterparty to each instrument, provides a guarantee of
performance. For privately negotiated instruments, there is no similar
clearing agency guarantee. In all transactions, the Fund will bear the risk
that the counterparty will default, and this could result in a loss of the
expected benefit of the transaction and possibly other losses to the Fund.
The Fund will enter into transactions in currency-related derivative
instruments only with counterparties that the Advisor reasonably believes are
capable of performing under the contract.

Purchasers and sellers of currency-related derivative instruments may enter
into offsetting closing transactions by selling or purchasing, respectively,
an instrument identical to the instrument purchased or sold. Secondary
markets generally do not exist for forward currency contracts, with the result
that closing transactions generally can be made for forward currency contracts
only by negotiating directly with the counterparty. Thus, there can be no
assurance that the Fund will in fact be able to close out a forward currency
contract (or any other currency-related derivative instrument) at a time and
price favorable to the Fund. In addition, in the event of insolvency of the
counterparty, the Fund might be unable to close out a forward currency
contract at any time prior to maturity. In the case of an exchange-traded
instrument, the Fund will be able to close the position out only on an
exchange which provides a market for the instruments. The ability to
establish and close out positions on an exchange is subject to the maintenance
of a liquid market, and there can be no assurance that a liquid market will
exist for any instrument at any specific time. In the case of a privately
negotiated instrument, the Fund will be able to realize the value of the
instrument only by entering into a closing transaction with the issuer or
finding a third party buyer for the instrument. While the Fund will enter
into privately negotiated transactions only with entities who are expected to
be capable of entering into a closing transaction, there can be no assurance
that the Fund will in fact be able to enter into such closing transactions.

The precise matching of currency-related derivative instrument amounts and the
value of the portfolio securities involved generally will not be possible
because the value of such securities, measured in the foreign currency, will
change after the currency-related derivative instrument position has been
established. Thus, the Fund might need to purchase or sell foreign currencies
in the spot (cash) market. The projection of short-term currency market
movements is extremely difficult, and the successful execution of a short-term
hedging strategy is highly uncertain.

Permissible foreign currency options will include options traded primarily in
the OTC market. Although options on foreign currencies are traded primarily
in the OTC market, the Fund will normally purchase or sell OTC options on
foreign currency only when the Advisor reasonably believes a liquid secondary
market will exist for a particular option at any specific time.

There will be a cost to the Fund of engaging in transactions in
currency-related derivative instruments that will vary with factors such as
the contract or currency involved, the length of the contract period and the
market conditions then prevailing. The Fund using these instruments may have
to pay a fee or commission or, in cases where the instruments are entered into
on a principal basis, foreign exchange dealers or other counterparties will
realize a profit based on the difference ("spread") between the prices at
which they are buying and selling various currencies. Thus, for example, a
dealer may offer to sell a foreign currency to the Fund at one rate, while
offering a lesser rate of exchange should the Fund desire to resell that
currency to the dealer.

15
<PAGE>

When required by the SEC guidelines, the Fund will set aside permissible
liquid assets in segregated accounts or otherwise cover the Fund's potential
obligations under currency-related derivatives instruments. To the extent the
Fund's assets are so set aside, they cannot be sold while the corresponding
currency position is open, unless they are replaced with similar assets. As a
result, if a large portion of the Fund's assets are so set aside, this could
impede portfolio management or the Fund's ability to meet redemption requests
or other current obligations.

The Advisor's decision to engage in a transaction in a particular
currency-related derivative instrument will reflect the Advisor's judgment
that the transaction will provide value to the Fund and its shareholders and
is consistent with the Fund's objectives and policies. In making such a
judgment, the Advisor will analyze the benefits and risks of the transaction
and weigh them in the context of the Fund's entire portfolio and objectives.
The effectiveness of any transaction in a currency-related derivative
instrument is dependent on a variety of factors, including the Advisor's skill
in analyzing and predicting currency values and upon a correlation between
price movements of the currency instrument and the underlying security. There
might be imperfect correlation, or even no correlation, between price
movements of an instrument and price movements of investments being hedged.
Such a lack of correlation might occur due to factors unrelated to the value
of the investments being hedged, such as speculative or other pressures on the
markets in which these instruments are traded. In addition, the Fund's use of
currency-related derivative instruments is always subject to the risk that the
currency in question could be devalued by the foreign government. In such a
case, any long currency positions would decline in value and could adversely
affect any hedging position maintained by the Fund.

The Fund's dealing in currency-related derivative instruments will generally
be limited to the transactions described above. However, the Fund reserves
the right to use currency-related derivatives instruments for different
purposes and under different circumstances. Of course, the Fund is not
required to use currency-related derivatives instruments and will not do so
unless deemed appropriate by the Advisor. It also should be realized that use
of these instruments does not eliminate, or protect against, price movements
in the Fund's securities that are attributable to other (I.E., non-currency
related) causes. Moreover, while the use of currency-related derivatives
instruments may reduce the risk of loss due to a decline in the value of a
hedged currency, at the same time the use of these instruments tends to limit
any potential gain which may result from an increase in the value of that
currency.

SWAP AGREEMENTS. The Fund may enter into interest rate, securities index,
commodity, or security and currency exchange rate swap agreements for any
lawful purpose consistent with the Fund's investment objective, such as for
the purpose of attempting to obtain or preserve a particular desired return or
spread at a lower cost to the Fund than if the Fund had invested directly in
an instrument that yielded that desired return or spread. The Fund also may
enter into swaps in order to protect against an increase in the price of, or
the currency exchange rate applicable to, securities that the Fund anticipates
purchasing at a later date. Swap agreements are two-party contracts entered
into primarily by institutional investors for periods ranging from a few weeks
to several years. In a standard "swap" transaction, two parties agree to
exchange the returns (or differentials in rates of return) earned or realized
on particular predetermined investments or instruments. The gross returns to
be exchanged or "swapped" between the parties are calculated with respect to a
"notional amount" (I.E., the return on or increase in value of a particular
dollar amount invested at a particular interest rate) in a particular foreign
currency, or in a "basket" of securities representing a particular index.
Swap agreements may include interest rate caps, under which, in return for a
premium, one party agrees to make payments to the other to the extent that
interest rates exceed a specified rate, or "cap;" interest rate floors, under
which, in return for a premium, one party agrees to make payments to the other
to the extent that interest rates fall below a specified level, or "floor;"
and interest rate collars, under which a party sells a cap and purchases a
floor, or vice versa, in an attempt to protect itself against interest rate
movements exceeding given minimum or maximum levels.

The "notional amount" of the swap agreement is the agreed upon basis for
calculating the obligations that the parties to a swap agreement have agreed
to exchange. Under most swap agreements entered into by the Fund, the
obligations of the parties would be exchanged on a "net basis." Consequently,
the Fund's obligation (or rights) under a swap agreement will generally be
equal only to the net amount to be paid or received under the agreement based
on the relative values of the positions held by each party to the agreement
("net amount"). The Fund's obligation under a swap agreement will be accrued
daily (offset against amounts owed to the Fund) and any accrued but unpaid net
amounts owed to a swap counterparty will be covered by the maintenance of a
segregated account consisting of cash and/or other appropriate liquid assets.

16
<PAGE>

Whether the Fund's use of swap agreements will be successful in furthering its
investment objective will depend, in part, on the Advisor's ability to predict
correctly whether certain types of investments are likely to produce greater
returns than other investments. Swap agreements may be considered to be
illiquid. Moreover, the Fund bears the risk of loss of the amount expected to
be received under a swap agreement in the event of the default or bankruptcy
of a swap agreement counterparty. Certain restrictions imposed on the Fund by
the Internal Revenue Code of 1986 ("IRC") may limit the Fund's ability to use
swap agreements. The swaps market is largely unregulated.

The Fund will enter swap agreements only with counterparties that the Advisor
reasonably believes are capable of performing under the swap agreements. If
there is a default by the other party to such a transaction, the Fund will
have to rely on its contractual remedies (which may be limited by bankruptcy,
insolvency or similar laws) pursuant to the agreements related to the
transaction.

ADDITIONAL DERIVATIVE INSTRUMENTS AND STRATEGIES. In addition to the
derivative instruments and strategies described above and in the Prospectus,
the Advisor expects to discover additional derivative instruments and other
hedging or risk management techniques. The Advisor may utilize these new
derivative instruments and techniques to the extent that they are consistent
with the Fund's investment objective and permitted by the Fund's investment
limitations, operating policies, and applicable regulatory authorities.

FOREIGN INVESTMENT COMPANIES

The Fund may invest, to a limited extent, in foreign investment companies.
Some of the countries in which the Fund invests may not permit direct
investment by outside investors. Investments in such countries may only be
permitted through foreign government-approved or -authorized investment
vehicles, which may include other investment companies. In addition, it may
be less expensive and more expedient for the Fund to invest in a foreign
investment company in a country which permits direct foreign investment.
Investing through such vehicles may involve frequent or layered fees or
expenses and may also be subject to limitation under the 1940 Act. Under the
1940 Act, the Fund may invest up to 10% of its assets in shares of other
investment companies and up to 5% of its assets in any one investment company
as long as the investment does not represent more than 3% of the voting stock
of the acquired investment company. The Fund does not intend to invest in
such investment companies unless, in the judgment of the Advisor, the
potential benefits of such investments justify the payment of any associated
fees and expenses.

FOREIGN SECURITIES

Investing in foreign securities involves a series of risks not present in
investing in U.S. securities. Many of the foreign securities held by the Fund
will not be registered with the SEC, nor will the foreign issuers be subject
to SEC reporting requirements. Accordingly, there may be less publicly
available information concerning foreign issuers of securities held by the
Fund than is available concerning U.S. companies. Disclosure and regulatory
standards in many respects are less stringent in emerging market countries
than in the U.S. and other major markets. There also may be a lower level of
monitoring and regulation of emerging markets and the activities of investors
in such markets, and enforcement of existing regulations may be extremely
limited. Foreign companies, and in particular, companies in smaller and
emerging capital markets are not generally subject to uniform accounting,
auditing and financial reporting standards, or to other regulatory
requirements comparable to those applicable to U.S. companies. The Fund's net
investment income and capital gains from its foreign investment activities may
be subject to non-U.S. withholding taxes.

The costs attributable to foreign investing that the Fund must bear frequently
are higher than those attributable to domestic investing; this is particularly
true with respect to emerging capital markets. For example, the cost of
maintaining custody of foreign securities exceeds custodian costs for domestic
securities, and transaction and settlement costs of foreign investing also
frequently are higher than those attributable to domestic investing. Costs
associated with the exchange of currencies also make foreign investing more
expensive than domestic investing. Investment income on certain foreign
securities in which the Fund may invest may be subject to foreign withholding
or other government taxes that could reduce the return of these securities.
Tax treaties between the U.S. and foreign countries, however, may reduce or
eliminate the amount of foreign tax to which the Fund would be subject.

17
<PAGE>

Delays in settlement could result in temporary periods when assets of the Fund
are uninvested and are earning no investment return. The inability of the Fund
to make intended security purchases due to settlement problems could cause the
Fund to miss investment opportunities. Inability to dispose of a portfolio
security due to settlement problems could result either in losses to the Fund
due to subsequent declines in the value of such portfolio security or, if the
Fund has entered into a contract to sell the security, could result in possible
liability to the purchaser.

HIGH-YIELD (HIGH-RISK) SECURITIES

IN GENERAL. Non-investment grade debt obligations ("lower-quality securities")
include (1) bonds rated as low as C by Moody's Investors ("Moody's"), Standard
& Poor's Ratings Group ("S&P"), and comparable ratings of other nationally
recognized statistical rating organizations ("NRSROs"); (2) commercial paper
rated as low as C by S&P, Not Prime by Moody's, and comparable ratings of
other NRSROs; and (3) unrated debt obligations of comparable quality.
Lower-quality securities, while generally offering higher yields than
investment grade securities with similar maturities, involve greater risks,
including the possibility of default or bankruptcy. They are regarded as
predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal. The special risk considerations in connection
with investments in these securities are discussed below. Refer to the
Appendix for a description of the securities ratings.

EFFECT OF INTEREST RATES AND ECONOMIC CHANGES. The lower-quality and
comparable unrated security market is relatively new and its growth has
paralleled a long economic expansion. As a result, it is not clear how this
market may withstand a prolonged recession or economic downturn. Such
conditions could severely disrupt the market for and adversely affect the
value of such securities.

All interest-bearing securities typically experience appreciation when
interest rates decline and depreciation when interest rates rise. The market
values of lower-quality and comparable unrated securities tend to reflect
individual corporate developments to a greater extent than do higher rated
securities, which react primarily to fluctuations in the general level of
interest rates. Lower-quality and comparable unrated securities also tend to
be more sensitive to economic conditions than are higher-rated securities. As
a result, they generally involve more credit risks than securities in the
higher-rated categories. During an economic downturn or a sustained period of
rising interest rates, highly leveraged issuers of lower-quality and
comparable unrated securities may experience financial stress and may not have
sufficient revenues to meet their payment obligations. The issuer's ability
to service its debt obligations may also be adversely affected by specific
corporate developments, the issuer's inability to meet specific projected
business forecasts or the unavailability of additional financing. The risk of
loss due to default by an issuer of these securities is significantly greater
than issuers of higher-rated securities because such securities are generally
unsecured and are often subordinated to other creditors. Further, if the
issuer of a lower-quality or comparable unrated security defaulted, the Fund
might incur additional expenses to seek recovery. Periods of economic
uncertainty and changes would also generally result in increased volatility in
the market prices of these securities and thus in the Fund's net asset value.

As previously stated, the value of a lower-quality or comparable unrated
security will decrease in a rising interest rate market and accordingly, so
will the Fund's net asset value. If the Fund experiences unexpected net
redemptions in such a market, it may be forced to liquidate a portion of its
portfolio securities without regard to their investment merits. Due to the
limited liquidity of lower-quality and comparable unrated securities
(discussed below), the Fund may be forced to liquidate these securities at a
substantial discount. Any such liquidation would force the Fund to sell the
more liquid portion of its portfolio.

PAYMENT EXPECTATIONS. Lower-quality and comparable unrated securities
typically contain redemption, call or prepayment provisions which permit the
issuer of such securities containing such provisions to, at its discretion,
redeem the securities. During periods of falling interest rates, issuers of
these securities are likely to redeem or prepay the securities and refinance
them with debt securities with a lower interest rate. To the extent an issuer
is able to refinance the securities, or otherwise redeem them, the Fund may
have to replace the securities with a lower yielding security, which would
result in a lower return for the Fund.

18
<PAGE>

comparable unrated obligations will be more dependent on the Advisor's credit
analysis than would be the case with investments in investment-grade debt
obligations. The Advisor employs its own credit research and analysis, which
includes a study of existing debt, capital structure, ability to service debt
and to pay dividends, the issuer's sensitivity to economic conditions, its
operating history and the current trend of earnings. The Advisor continually
monitors the investments in the Fund's portfolio and carefully evaluates
whether to dispose of or to retain lower-quality and comparable unrated
securities whose credit ratings or credit quality may have changed.

LIQUIDITY AND VALUATION. The Fund may have difficulty disposing of certain
lower-quality and comparable unrated securities because there may be a thin
trading market for such securities. Because not all dealers maintain markets
in all lower-quality and comparable unrated securities, there is no
established retail secondary market for many of these securities. The Fund
anticipates that such securities could be sold only to a limited number of
dealers or institutional investors. To the extent a secondary trading market
does exist, it is generally not as liquid as the secondary market for
higher-rated securities. The lack of a liquid secondary market may have an
adverse impact on the market price of the security. As a result, the Fund's
asset value and ability to dispose of particular securities, when necessary to
meet the Fund's liquidity needs or in response to a specific economic event,
may be impacted. The lack of a liquid secondary market for certain securities
may also make it more difficult for the Fund to obtain accurate market
quotations for purposes of valuing the Fund's portfolio. Market quotations
are generally available on many lower-quality and comparable unrated issues
only from a limited number of dealers and may not necessarily represent firm
bids of such dealers or prices for actual sales. During periods of thin
trading, the spread between bid and asked prices is likely to increase
significantly. In addition, adverse publicity and investor perceptions,
whether or not based on fundamental analysis, may decrease the values and
liquidity of lower-quality and comparable unrated securities, especially in a
thinly traded market.

LEGISLATION. Legislation may be adopted, from time to time, designed to limit
the use of certain lower-quality and comparable unrated securities by certain
issuers. It is anticipated that if additional legislation is enacted or
proposed, it could have a material affect on the value of these securities and
the existence of a secondary trading market for the securities.

ILLIQUID SECURITIES

The Fund may invest in illiquid securities (I.E., securities that are not
readily marketable). However, the Fund will not acquire illiquid securities
if, as a result, the illiquid securities would comprise more than 15% (10% for
money market funds) of the value of the Fund's net assets (or such other
amounts as may be permitted under the 1940 Act). However, as a matter of
internal policy, the Advisor intends to limit the Fund's investments in
illiquid securities to 10% of its net assets.

The Board of Directors of the Fund, or its delegate, has the ultimate
authority to determine, to the extent permissible under the federal securities
laws, which securities are illiquid for purposes of this limitation. Certain
securities exempt from registration or issued in transactions exempt from
registration under the Securities Act of 1933, as amended ("Securities Act"),
such as securities that may be resold to institutional investors under Rule
144A under the Securities Act and Section 4(2) commercial paper, may be
considered liquid under guidelines adopted by the Fund's Board of Directors.

The Board of Directors of the Fund has delegated to the Advisor the day-to-day
determination of the liquidity of a security, although it has retained
oversight and ultimate responsibility for such determinations. The Board of
Directors has directed the Advisor to look to such factors as (1) the
frequency of trades or quotes for a security, (2) the number of dealers
willing to purchase or sell the security and number of potential buyers, (3)
the willingness of dealers to undertake to make a market in the security, (4)
the nature of the security and nature of the marketplace trades, such as the
time needed to dispose of the security, the method of soliciting offers, and
the mechanics of transfer, (5) the likelihood that the security's
marketability will be maintained throughout the anticipated holding period,
and (6) any other relevant factors. The Advisor may determine 4(2) commercial
paper to be liquid if (1) the 4(2) commercial paper is not traded flat or in
default as to principal and interest, (2) the 4(2) commercial paper is rated
in one of the two highest rating categories by at least two NRSROs, or if only
one NRSRO rates the security, by that NRSRO, or is determined by the Advisor
to be of equivalent quality, and (3) the Advisor considers the trading market
for the specific security taking into account all relevant factors. With
respect to any foreign holdings, a foreign security may be considered liquid
by the Advisor (despite its restricted nature under the Securities Act) if the
security can be freely traded in a foreign securities market and all the facts
and circumstances support a finding of liquidity.

19
<PAGE>

or part of the registration expenses and a considerable period may elapse
between the time of the decision to sell and the time the Fund may be permitted
to sell a security under an effective registration statement. If, during such
a period, adverse market conditions were to develop, the Fund might obtain a
less favorable price than prevailed when it decided to sell. Restricted
securities will be priced in accordance with pricing procedures adopted by the
Board of Directors of the Fund. If through the appreciation of restricted
securities or the depreciation of unrestricted securities the Fund should be in
a position where more than 15% of the value of its net assets are invested in
illiquid securities, including restricted securities which are not readily
marketable (except for 144A Securities and 4(2) commercial paper deemed to be
liquid by the Advisor), the Fund will take such steps as is deemed advisable,
if any, to protect the liquidity of the Fund's portfolio.

The Fund may sell OTC options and, in connection therewith, segregate assets
or cover its obligations with respect to OTC options written by the Fund. The
assets used as cover for OTC options written by the Fund will be considered
illiquid unless the OTC options are sold to qualified dealers who agree that
the Fund may repurchase any OTC option it writes at a maximum price to be
calculated by a formula set forth in the option agreement. The cover for an
OTC option written subject to this procedure would be considered illiquid only
to the extent that the maximum repurchase price under the formula exceeds the
intrinsic value of the option.

LENDING OF PORTFOLIO SECURITIES

The Fund is authorized to lend up to 33 1/3% of the total value of its
portfolio securities to broker-dealers or institutional investors that the
Advisor deems qualified, but only when the borrower maintains with the Fund's
custodian bank collateral either in cash or money market instruments in an
amount at least equal to the market value of the securities loaned, plus
accrued interest and dividends, determined on a daily basis and adjusted
accordingly. Although the Fund is authorized to lend, the Fund does not
presently intend to engage in lending. In determining whether to lend
securities to a particular broker-dealer or institutional investor, the
Advisor will consider, and during the period of the loan will monitor, all
relevant facts and circumstances, including the creditworthiness of the
borrower. The Fund will retain authority to terminate any loans at any time.
The Fund may pay reasonable administrative and custodial fees in connection
with a loan and may pay a negotiated portion of the interest earned on the
cash or money market instruments held as collateral to the borrower or placing
broker. The Fund will receive reasonable interest on the loan or a flat fee
from the borrower and amounts equivalent to any dividends, interest or other
distributions on the securities loaned. The Fund will retain record ownership
of loaned securities to exercise beneficial rights, such as voting and
subscription rights and rights to dividends, interest or other distributions,
when retaining such rights is considered to be in the Fund's interest.

MORTGAGE- AND ASSET-BACKED DEBT SECURITIES

Mortgage-backed securities represent direct or indirect participations in, or
are secured by and payable from, mortgage loans secured by real property, and
include single- and multi-class pass-through securities and collateralized
mortgage obligations. Such securities may be issued or guaranteed by U.S.
government agencies or instrumentalities, such as the Government National
Mortgage Association and the Federal National Mortgage Association, or by
private issuers, generally originators and investors in mortgage loans,
including savings associations, mortgage bankers, commercial banks, investment
bankers, and special purpose entities (collectively, "private lenders").
Mortgage-backed securities issued by private lenders may be supported by pools
of mortgage loans or other mortgage-backed securities that are guaranteed,
directly or indirectly, by the U.S. government or one of its agencies or
instrumentalities, or they may be issued without any governmental guarantee of
the underlying mortgage assets but with some form of non-governmental credit
enhancement.

Asset-backed securities have structural characteristics similar to
mortgage-backed securities. Asset-backed debt obligations represent direct or
indirect participation in, or are secured by and payable from, assets such as
motor vehicle installment sales contracts, other installment loan contracts,
home equity loans, leases of various types of property, and receivables from
credit card or other revolving credit arrangements. The credit quality of
most asset-backed securities depends primarily on the credit quality of the
assets underlying such securities, how well the entity issuing the security is
insulated from the credit risk of the originator or any other affiliated
entities, and the amount and quality of any credit enhancement of the
securities. Payments or distributions of principal and interest on
asset-backed debt obligations may be supported by non-governmental credit
enhancements including letters of credit, reserve funds,
overcollateralization, and guarantees by third parties. The market for
privately issued asset-backed debt obligations is smaller and less liquid than
the market for government sponsored mortgage-backed securities.

20
<PAGE>

The rate of principal payment on mortgage- and asset-backed securities
generally depends on the rate of principal payments received on the underlying
assets which in turn may be affected by a variety of economic and other
factors. As a result, the yield on any mortgage- and asset-backed security is
difficult to predict with precision and actual yield to maturity may be more
or less than the anticipated yield to maturity. The yield characteristics of
mortgage- and asset-backed securities differ from those of traditional debt
securities. Among the principal differences are that interest and principal
payments are made more frequently on mortgage-and asset-backed securities,
usually monthly, and that principal may be prepaid at any time because the
underlying mortgage loans or other assets generally may be prepaid at any
time. As a result, if the Fund purchases these securities at a premium, a
prepayment rate that is faster than expected will reduce yield to maturity,
while a prepayment rate that is slower than expected will have the opposite
effect of increasing the yield to maturity. Conversely, if the Fund purchases
these securities at a discount, a prepayment rate that is faster than expected
will increase yield to maturity, while a prepayment rate that is slower than
expected will reduce yield to maturity. Amounts available for reinvestment by
the Fund are likely to be greater during a period of declining interest rates
and, as a result, are likely to be reinvested at lower interest rates than
during a period of rising interest rates. Accelerated prepayments on
securities purchased by the Fund at a premium also impose a risk of loss of
principal because the premium may not have been fully amortized at the time
the principal is prepaid in full. The market for privately issued mortgage-
and asset-backed securities is smaller and less liquid than the market for
government-sponsored mortgage-backed securities.

While many mortgage- and asset-backed securities are issued with only one
class of security, many are issued in more than one class, each with different
payment terms. Multiple class mortgage- and asset-backed securities are
issued for two main reasons. First, multiple classes may be used as a method
of providing credit support. This is accomplished typically through creation
of one or more classes whose right to payments on the security is made
subordinate to the right to such payments of the remaining class or classes.
Second, multiple classes may permit the issuance of securities with payment
terms, interest rates, or other characteristics differing both from those of
each other and from those of the underlying assets. Examples include
so-called "strips" (mortgage- and asset-backed securities entitling the holder
to disproportionate interests with respect to the allocation of interest and
principal of the assets backing the security), and securities with class or
classes having characteristics which mimic the characteristics of
non-mortgage- or asset-backed securities, such as floating interest rates
(I.E., interest rates which adjust as a specified benchmark changes) or
scheduled amortization of principal.

The Fund may invest in stripped mortgage- or asset-backed securities, which
receive differing proportions of the interest and principal payments from the
underlying assets. The market value of such securities generally is more
sensitive to changes in prepayment and interest rates than is the case with
traditional mortgage- and asset-backed securities, and in some cases such
market value may be extremely volatile. With respect to certain stripped
securities, such as interest only and principal only classes, a rate of
prepayment that is faster or slower than anticipated may result in the Fund
failing to recover all or a portion of its investment, even though the
securities are rated investment grade.

Mortgage- and asset-backed securities backed by assets, other than as
described above, or in which the payment streams on the underlying assets are
allocated in a manner different than those described above may be issued in
the future. The Fund may invest in such securities if such investment is
otherwise consistent with its investment objectives and policies and with the
investment restrictions of the Fund.

PARTICIPATION INTERESTS

A participation interest gives the Fund an undivided interest in a municipal
obligation in the proportion that the Fund's participation interest bears to
the principal amount of the obligation. These instruments may have fixed,
floating, or variable rates of interest. The Fund will only purchase
participation interests if accompanied by an opinion of counsel that the
interest earned on the underlying municipal obligations will be tax-exempt. If
the Fund purchases unrated participation interests, the Board of Directors or
its delegate must have determined that the credit risk is equivalent to the
rated obligations in which the Fund may invest. Participation interests may be
backed by a letter of credit or guaranty of the selling institution. When
determining whether such a participation interest meets the Fund's credit
quality requirements, the Fund may look to the credit quality of any financial
guarantor providing a letter of credit or guaranty.

REPURCHASE AGREEMENTS

21
<PAGE>

and price (usually within seven days). The repurchase agreement, thereby,
determines the yield during the purchaser's holding period, while the seller's
obligation to repurchase is secured by the value of the underlying security.
The Advisor will monitor, on an ongoing basis, the value of the underlying
securities to ensure that the value always equals or exceeds the repurchase
price plus accrued interest. Repurchase agreements could involve certain risks
in the event of a default or insolvency of the other party to the agreement,
including possible delays or restrictions upon the Fund's ability to dispose of
the underlying securities. Although no definitive creditworthiness criteria
are used, the Advisor reviews the creditworthiness of the banks and non-bank
dealers with which the Fund enters into repurchase agreements to evaluate those
risks. The Fund may, under certain circumstances, deem repurchase agreements
collateralized by U.S. government securities to be investments in U.S.
government securities.

22
<PAGE>

REVERSE REPURCHASE AGREEMENTS AND MORTGAGE DOLLAR ROLLS

The Fund may engage in reverse repurchase agreements to facilitate portfolio
liquidity, a practice common in the mutual fund industry, or for arbitrage
transactions as discussed below. In a reverse repurchase agreement, the Fund
would sell a security and enter into an agreement to repurchase the security
at a specified future date and price. The Fund generally retains the right to
interest and principal payments on the security. Since the Fund receives cash
upon entering into a reverse repurchase agreement, it may be considered a
borrowing. When required by guidelines of the SEC, the Fund will set aside
permissible liquid assets in a segregated account to secure its obligations to
repurchase the security.

The Fund may also enter into mortgage dollar rolls, in which the Fund would
sell mortgage-backed securities for delivery in the current month and
simultaneously contract to purchase substantially similar securities on a
specified future date. While the Fund would forego principal and interest
paid on the mortgage-backed securities during the roll period, the Fund would
be compensated by the difference between the current sales price and the lower
price for the future purchase as well as by any interest earned on the
proceeds of the initial sale. The Fund also could be compensated through the
receipt of fee income equivalent to a lower forward price. At the time the
Fund would enter into a mortgage dollar roll, it would set aside permissible
liquid assets in a segregated account to secure its obligation for the forward
commitment to buy mortgage-backed securities. Mortgage dollar roll
transactions may be considered a borrowing by the Fund.

The mortgage dollar rolls and reverse repurchase agreements entered into by
the Fund may be used as arbitrage transactions in which the Fund will maintain
an offsetting position in investment grade debt obligations or repurchase
agreements that mature on or before the settlement date on the related
mortgage dollar roll or reverse repurchase agreements. Since the Fund will
receive interest on the securities or repurchase agreements in which it
invests the transaction proceeds, such transactions may involve leverage.
However, since such securities or repurchase agreements will be high quality
and will mature on or before the settlement date of the mortgage dollar roll
or reverse repurchase agreement, the Advisor believes that such arbitrage
transactions do not present the risks to the Fund that are associated with
other types of leverage.

SHORT SALES

The Fund may sell securities short (1) to hedge unrealized gains on portfolio
securities or (2) if it covers such short sale with liquid assets as required
by the current rules and positions of the SEC or its staff. Selling
securities short against the box involves selling a security that the Fund
owns or has the right to acquire, for delivery at a specified date in the
future. If the Fund sells securities short against the box, it may protect
unrealized gains, but will lose the opportunity to profit on such securities
if the price rises.

SMALL AND MEDIUM COMPANIES

The Fund may invest its assets in small- and medium-capitalization companies.
While small- and medium-capitalization companies generally have the potential
for rapid growth, investments in small- and medium-capitalization companies
often involve greater risks than investments in larger, more established
companies because small- and medium-capitalization companies may lack the
management experience, financial resources, product diversification, and
competitive strengths of larger companies. In addition, in many instances the
securities of small- and medium-capitalization companies are traded only OTC
or on a regional securities exchange, and the frequency and volume of their
trading is substantially less than is typical of larger companies. Therefore,
the securities of small- and medium-capitalization companies may be subject to
greater and more abrupt price fluctuations. When making large sales, the Fund
may have to sell portfolio holdings at discounts from quoted prices or may
have to make a series of small sales over an extended period of time due to
the trading volume of small and medium company securities. Investors should
be aware that, based on the foregoing factors, an investment in the Fund may
be subject to greater price fluctuations than an investment in the Fund that
invests primarily in larger, more established companies. The Advisor's
research efforts may also play a greater role in selecting securities for the
Fund than in the Fund that invests in larger, more established companies.

STANDBY COMMITMENTS

23
<PAGE>

In order to facilitate portfolio liquidity, the Fund may acquire standby
commitments from brokers, dealers, or banks with respect to securities in its
portfolio. Standby commitments entitle the holder to achieve same-day
settlement and receive an exercise price equal to the amortized cost of the
underlying security plus accrued interest. Standby commitments generally
increase the cost of the acquisition of the underlying security, thereby
reducing the yield. Standby commitments are subject to the issuer's ability
to fulfill its obligation upon demand. Although no definitive
creditworthiness criteria are used, the Advisor reviews the creditworthiness
of the brokers, dealers, and banks from which the Fund obtains standby
commitments to evaluate those risks.

U.S. GOVERNMENT SECURITIES

U.S. government securities are issued or guaranteed by the U.S. government or
its agencies or instrumentalities. Securities issued by the government include
U.S. Treasury obligations, such as Treasury bills, notes, and bonds.
Securities issued by government agencies or instrumentalities include
obligations of the following:
the Federal Housing Administration, Farmers Home Administration,
Export-Import Bank of the United States, Small Business Administration, and
the Government National Mortgage Association ("GNMA"), including GNMA
pass-through certificates, whose securities are supported by the full faith
and credit of the United States;
- - the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the
Tennessee Valley Authority, whose securities are supported by the right of
the agency to borrow from the U.S. Treasury;
- - the Federal National Mortgage Association, whose securities are supported by
the discretionary authority of the U.S. government to purchase certain
obligations of the agency or instrumentality; and
- - the Student Loan Marketing Association, the Interamerican Development Bank,
and International Bank for Reconstruction and Development, whose securities
are supported only by the credit of such agencies.
Although the U.S. government provides financial support to such U.S.
government-sponsored agencies or instrumentalities, no assurance can be given
that it will always do so. The U.S. government and its agencies and
instrumentalities do not guarantee the market value of their securities;
consequently, the value of such securities will fluctuate.

WARRANTS

The Fund may acquire warrants. Warrants are securities giving the holder the
right, but not the obligation, to buy the stock of an issuer at a given price
(generally higher than the value of the stock at the time of issuance) during
a specified period or perpetually. Warrants may be acquired separately or in
connection with the acquisition of securities. Warrants do not carry with
them the right to dividends or voting rights with respect to the securities
that they entitle their holder to purchase, and they do not represent any
rights in the assets of the issuer. As a result, warrants may be considered
to have more speculative characteristics than certain other types of
investments. In addition, the value of a warrant does not necessarily change
with the value of the underlying securities, and a warrant ceases to have
value if it is not exercised prior to its expiration date.

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

The Fund may purchase securities on a when-issued or delayed-delivery basis.
The price of debt obligations so purchased, which may be expressed in yield
terms, generally is fixed at the time the commitment to purchase is made, but
delivery and payment for the securities take place at a later date. During
the period between the purchase and settlement, no payment is made by the Fund
to the issuer and no interest on the debt obligations accrues to the Fund.
Forward commitments involve a risk of loss if the value of the security to be
purchased declines prior to the settlement date, which risk is in addition to
the risk of decline in value of the Fund's other assets. While when-issued
and delayed-delivery securities may be sold prior to the settlement date, the
Fund intends to purchase such securities with the purpose of actually
acquiring them unless a sale appears desirable for investment reasons. At the
time the Fund makes the commitment to purchase these types of securities, it
will record the transaction and reflect the value of the security in
determining its net asset value. The Fund does not believe that its net asset
value will be adversely affected by these types of securities purchases.

24
<PAGE>

securities or, although it would not normally expect to do so, from the sale of
the when-issued or delayed-delivery securities themselves (which may have a
market value greater or less than the Fund's payment obligation).

ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES

The Fund may invest in zero-coupon, step-coupon, and pay-in-kind securities.
These securities are debt securities that do not make regular cash interest
payments. Zero-coupon and step-coupon securities are sold at a deep discount
to their face value. Pay-in-kind securities pay interest through the issuance
of additional securities. Because such securities do not pay current cash
income, the price of these securities can be volatile when interest rates
fluctuate. While these securities do not pay current cash income, federal
income tax law requires the holders of zero-coupon, step-coupon, and
pay-in-kind securities to include in income each year the portion of the
original issue discount (or deemed discount) and other non-cash income on such
securities accruing that year. In order to continue to qualify as a
"regulated investment company" or "RIC" under the IRC and avoid a certain
excise tax, the Fund may be required to distribute a portion of such discount
and income and may be required to dispose of other portfolio securities, which
may occur in periods of adverse market prices, in order to generate cash to
meet these distribution requirements.

DIRECTORS AND OFFICERS

The Board of Directors of the Fund is responsible for managing the Fund's
business and affairs. Directors and officers of the Fund, together with
information as to their principal business occupations during the last five
years, and other information are shown below. Each director who is deemed an
"interested person," as defined in the 1940 Act, is indicated by an asterisk
(*). Each officer and director holds the same position with the 27 registered
open-end management investment companies consisting of 56 mutual funds
("Strong Funds"). The Strong Funds, in the aggregate, pay each Director who
is not a director, officer, or employee of the Advisor, or any affiliated
company (a "disinterested director") an annual fee of $86,000 plus $6,000 per
Board meeting, except for the Chairman of the Independent Directors Committee.
The Chairman of the Independent Directors Committee receives an annual fee of
$94,600 plus $6,600 per Board meeting. In addition, each disinterested
director is reimbursed by the Strong Funds for travel and other expenses
incurred in connection with attendance at such meetings. Other officers and
directors of the Strong Funds receive no compensation or expense reimbursement
from the Strong Funds.

*RICHARD S. STRONG (DOB 5/12/42), Director and Chairman of the Board of the
Strong Funds.

Prior to August 1985, Mr. Strong was Chief Executive Officer of the Advisor,
which he founded in 1974. Since August 1985, Mr. Strong has been a Security
Analyst and Portfolio Manager of the Advisor. In October 1991, Mr. Strong
also became the Chairman of the Advisor. Mr. Strong is a Director of the
Advisor. Mr. Strong has been in the investment management business since
1967.

MARVIN E. NEVINS (DOB 7/9/18), Director of the Strong Funds.

Private Investor. From 1945 to 1980, Mr. Nevins was Chairman of Wisconsin
Centrifugal Inc., a foundry. From 1980 until 1981, Mr. Nevins was the Chairman
of the Wisconsin Association of Manufacturers & Commerce. He has been a
Director of A-Life Medical, Inc., San Diego, CA since 1996 and Surface
Systems, Inc. (a weather information company), St. Louis, MO since 1992. He
was also a regent of the Milwaukee School of Engineering and a member of the
Board of Trustees of the Medical College of Wisconsin and Carroll College.

WILLIE D. DAVIS (DOB 7/24/34), Director of the Strong Funds.

Mr. Davis has been Director of Alliance Bank since 1980, Sara Lee Corporation
(a food/consumer products company) since 1983, KMart Corporation (a discount
consumer products company) since 1985, Dow Chemical Company since 1988, MGM
Grand, Inc. (an entertainment/hotel company) since 1990, WICOR, Inc. (a
utility company) since 1990, Johnson Controls, Inc. (an industrial company)
since 1992, Checker's Hamburger, Inc. since 1994, and MGM, Inc. (an
entertainment company) since 1998. Mr. Davis has been a trustee of the
University of Chicago since 1980 and Marquette University since 1988. Since
1977, Mr. Davis has been President and Chief Executive Officer of All Pro
Broadcasting, Inc. Mr. Davis was a Director of the Fireman's Fund (an
insurance company) from 1975 until 1990.

25
<PAGE>

STANLEY KRITZIK (DOB 1/9/30), Director of the Strong Funds.

Mr. Kritzik has been a Partner of Metropolitan Associates since 1962, a
Director of Aurora Health Care since 1987, and Health Network Ventures, Inc.
since 1992.

WILLIAM F. VOGT (DOB 7/19/47), Director and Chairman of the Independent
Directors Committee of the Strong Funds.

Mr. Vogt has been the President of Vogt Management Consulting, Inc. since
1990. From 1982 until 1990, he served as Executive Director of University
Physicians of the University of Colorado. Mr. Vogt is the Past President of
the Medical Group Management Association and a Fellow of the American College
of Medical Practice Executives.

NEAL MALICKY (DOB 9/14/34), Director of the Strong Funds.

Mr. Malicky has been Chancellor at Baldwin-Wallace College since July 1999.
From 1981 to July 1999, he served as President of Baldwin-Wallace College. He
is a Trustee of Southwest Community Health Systems, Cleveland Scholarship
Program, and The National Conference for Community Justice (NCCJ). He is also
the Past President of the National Association of Schools and Colleges of the
United Methodist Church, the Past Chairperson of the Association of
Independent Colleges and Universities of Ohio, and the Past Secretary of the
National Association of Independent Colleges and Universities.

STEPHEN J. SHENKENBERG (DOB 6/14/58), Vice President and Secretary of the
Strong Funds.

Mr. Shenkenberg has been Deputy General Counsel of the Advisor since November
1996. From December 1992 until November 1996, Mr. Shenkenberg acted as
Associate Counsel to the Advisor. From June 1987 until December 1992, Mr.
Shenkenberg was an attorney for Godfrey & Kahn, S.C., a Milwaukee law firm.

JOHN S. WEITZER (DOB 10/31/67), Vice President of the Strong Funds.

Mr. Weitzer has been Senior Counsel of the Advisor since December 1997. From
July 1993 until December 1997, Mr. Weitzer acted as Associate Counsel to the
Advisor.

THOMAS M. ZOELLER (DOB 2/21/64), Vice President of the Strong Funds.

Mr. Zoeller has been Senior Vice President and Chief Financial Officer of the
Advisor since February 1998 and a member of the Office of the Chief Executive
since November 1998. From October 1991 to February 1998, Mr. Zoeller was the
Treasurer and Controller of the Advisor, and from August 1991 to October 1991
he was the Controller. From August 1989 to August 1991, Mr. Zoeller was the
Assistant Controller of the Advisor. From September 1986 to August 1989, Mr.
Zoeller was a Senior Accountant at Arthur Andersen & Co.

DENNIS A. WALLESTAD (DOB 11/3/62), Vice President of the Strong Funds.

26
<PAGE>

Mr. Wallestad has been Director of Finance and Operations of the Advisor since
February 1999. From April 1997 to February 1999, Mr. Wallestad was the Chief
Financial Officer of The Ziegler Companies, Inc. From November 1996 to April
1997, Mr. Wallestad was the Chief Administrative Officer of Calamos Asset
Management, Inc. From July 1994 to November 1996, Mr. Wallestad was Chief
Financial Officer for Firstar Trust and Investments Group. From September
1991 to June 1994 and from September 1985 to August 1989, Mr. Wallestad was an
Audit Manager for Arthur Andersen & Co., LLP in Milwaukee. Mr. Wallestad
completed a Masters of Accountancy from the University of Oklahoma from
September 1989 to August 1991.

JOHN W. WIDMER (DOB 1/19/65), Treasurer of the Strong Funds.

Mr. Widmer has been Treasurer of the Advisor since April 1999. From May 1997
to January 2000, Mr. Widmer was the Manager of Financial Management and Sales
Reporting Systems. From May 1992 to May 1997, Mr. Widmer was an Accounting
and Business Advisory Manager in the Milwaukee office of Arthur Andersen LLP.
From June 1987 to May 1992, Mr. Widmer was an accountant at Arthur Andersen
LLP.

RHONDA K. HAIGHT (DOB 11/13/64), Assistant Treasurer of the Strong Funds.

Ms. Haight has been Manager of the Mutual Fund Accounting Department of the
Advisor since January 1994. From May 1990 to January 1994, Ms. Haight was a
supervisor in the Mutual Fund Accounting Department of the Advisor. From June
1987 to May 1990, Ms. Haight was a Mutual Fund Accountant of the Advisor.

Except for Messrs. Nevins, Davis, Kritzik, Vogt, and Malicky, the address of
all of the above persons is P.O. Box 2936, Milwaukee, Wisconsin 53201. Mr.
Nevins' address is 6075 Pelican Bay Boulevard #1006, Naples, Florida 34108.
Mr. Davis' address is 161 North La Brea, Inglewood, California 90301. Mr.
Kritzik's address is 1123 North Astor Street, P.O. Box 92547, Milwaukee,
Wisconsin 53202-0547. Mr. Vogt's address is P.O. Box 7657, Avon, CO 81620.
Mr. Malicky's address is 518 Bishop Place, Berea, OH 44017.

Unless otherwise noted below, as of March 31, 2000, the officers and
directors of the Fund in the aggregate beneficially owned less than 1% of the
Fund's then outstanding shares.

<TABLE>
<CAPTION>
<S> <C> <C>
FUND SHARES PERCENT
- ---- ------ -------
None
</TABLE>

PRINCIPAL SHAREHOLDERS

Except for the organizational shares of the Fund, the Fund's shares may only
be held of record by the separate accounts of insurance companies. As of
March 31, 2000, the following insurance companies owned of record or is known
by the Fund to own of record or beneficially more than 5% of the Fund's then
outstanding shares:

<TABLE>
<CAPTION>
<S> <C> <C>
NAME AND ADDRESS SHARES PERCENT
- ----------------------------- ---------- -------

Nationwide Life Insurance Co. 10,951,853 88.39%
P.O. Box 182029
Columbus, OH 43218-2029
</TABLE>

Any person owning more than 25% of the Fund's shares may be considered a
"controlling person" of the Fund. Accordingly, a controlling person's vote
could have a more significant effect on matters presented to shareholders for
approval than the vote of other Fund shareholders.

INVESTMENT ADVISOR

27
<PAGE>

Zoeller is Senior Vice President and Chief Financial Officer of the Advisor,
Mr. Wallestad is Senior Vice President of the Advisor, Mr. Shenkenberg is Vice
President, Secretary, Chief Compliance Officer, and Deputy General Counsel of
the Advisor, Mr. Weitzer is Senior Counsel of the Advisor, Mr. Widmer is
Treasurer of the Advisor, and Ms. Haight is Manager of the Mutual Fund
Accounting Department of the Advisor. As of February 29, 2000, the Advisor had
over $42 billion under management.

The Advisory Agreement is required to be approved annually by either the Board
of Directors of the Fund or by vote of a majority of the Fund's outstanding
voting securities (as defined in the 1940 Act). In either case, each annual
renewal must be approved by the vote of a majority of the Fund's directors who
are not parties to the Advisory Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval. The Advisory Agreement is terminable, without penalty, on 60 days
written notice by the Board of Directors of the Fund, by vote of a majority of
the Fund's outstanding voting securities, or by the Advisor, and will
terminate automatically in the event of its assignment.

Under the terms of the Advisory Agreement, the Advisor manages the Fund's
investments subject to the supervision of the Fund's Board of Directors. The
Advisor is responsible for investment decisions and supplies investment
research and portfolio management. The Advisory Agreement authorizes the
Advisor to delegate its investment advisory duties to a subadvisor in
accordance with a written agreement under which the subadvisor would furnish
such investment advisory services to the Advisor. In that situation, the
Advisor continues to have responsibility for all investment advisory services
furnished by the subadvisor under the subadvisory agreement. At its expense,
the Advisor provides office space and all necessary office facilities,
equipment and personnel for servicing the investments of the Fund. The
Advisor places all orders for the purchase and sale of the Fund's portfolio
securities at the Fund's expense.

Except for expenses assumed by the Advisor, as set forth above, or by Strong
Investments, Inc. with respect to the distribution of the Fund's shares, the
Fund is responsible for all its other expenses, including, without limitation,
interest charges, taxes, brokerage commissions, and similar expenses; expenses
of issue, sale, repurchase or redemption of shares; expenses of registering or
qualifying shares for sale with the states and the SEC; expenses for printing
and distribution of prospectuses to existing shareholders; charges of
custodians (including fees as custodian for keeping books and similar services
for the Fund), transfer agents (including the printing and mailing of reports
and notices to shareholders), registrars, auditing and legal services, and
clerical services related to recordkeeping and shareholder relations; printing
of stock certificates; fees for directors who are not "interested persons" of
the Advisor; expenses of indemnification; extraordinary expenses; and costs of
shareholder and director meetings.

As compensation for its advisory services, the Fund pays to the Advisor a
monthly management fee at the annual rate specified below of the average daily
net asset value of the Fund. From time to time, the Advisor may voluntarily
waive all or a portion of its management fee for the Fund.

<TABLE>
<CAPTION>
<S> <C>
FUND ANNUAL RATE
- ----------------- -----------
Discovery Fund II 1.00%
</TABLE>

The Fund paid the following management fees for the time periods indicated:

<TABLE>
<CAPTION>
<S> <C> <C> <C>
MANAGEMENT FEE
FISCAL YEAR ENDED MANAGEMENT FEE ($) WAIVER ($) AFTER WAIVER ($)
- ----------------- ------------------ ---------- ----------------

12/31/97 2,122,746 0 2,122,746
12/31/98 1,988,031 0 1,988,031
12/31/99 1,504,453 0 1,504,453
</TABLE>

The Advisory Agreement requires the Advisor to reimburse the Fund in the event
that the expenses and charges payable by the Fund in any fiscal year,
including the management fee but excluding taxes, interest, brokerage
commissions, and similar fees and to the extent permitted extraordinary
expenses, exceed two percent (2%) of the average net asset value of the Fund
for such year, as determined by valuations made as of the close of each
business day of the year. Reimbursement of expenses in excess of the
applicable limitation will be made on a monthly basis and will be paid to the
Fund by reduction of the Advisor's fee,

27
<PAGE>

subject to later adjustment, month by month, for the remainder of the Fund's
fiscal year. The Advisor may from time to time voluntarily absorb expenses for
the Fund in addition to the reimbursement of expenses in excess of applicable
limitations.

On July 12, 1994, the SEC filed an administrative action ("Order") against the
Advisor, Mr. Strong, and another employee of the Advisor in connection with
conduct that occurred between 1987 and early 1990. In re Strong/Corneliuson
Capital Management, Inc., et al. Admin. Proc. File No. 3-8411. The proceeding
was settled by consent without admitting or denying the allegations in the
Order. The Order found that the Advisor and Mr. Strong aided and abetted
violations of Section 17(a) of the 1940 Act by effecting trades between mutual
funds, and between mutual funds and Harbour Investments Ltd. ("Harbour"),
without complying with the exemptive provisions of SEC Rule 17a-7 or otherwise
obtaining an exemption. It further found that the Advisor violated, and Mr.
Strong aided and abetted violations of, the disclosure provisions of the 1940
Act and the Investment Advisers Act of 1940 by misrepresenting the Advisor's
policy on personal trading and by failing to disclose trading by Harbour, an
entity in which principals of the Advisor owned between 18 and 25 percent of
the voting stock. As part of the settlement, the respondents agreed to a
censure and a cease and desist order and the Advisor agreed to various
undertakings, including adoption of certain procedures and a limitation for
six months on accepting certain types of new advisory clients.

On June 6, 1996, the Department of Labor ("DOL") filed an action against the
Advisor for equitable relief alleging violations of the Employee Retirement
Income Security Act of 1974 ("ERISA") in connection with cross trades that
occurred between 1987 and late 1989 involving certain pension accounts managed
by the Advisor. Contemporaneous with this filing, the Advisor, without
admitting or denying the DOL's allegations, agreed to the entry of a consent
judgment resolving all matters relating to the allegations. Reich v. Strong
Capital Management, Inc., (U.S.D.C. E.D. WI) ("Consent Judgment"). Under the
terms of the Consent Judgment, the Advisor agreed to reimburse the affected
accounts a total of $5.9 million. The settlement did not have any material
impact on the Advisor's financial position or operations.

The Fund and the Advisor have adopted a Code of Ethics ("Code") which governs
the personal trading activities of all "Access Persons" of the Advisor.
Access Persons include every director and officer of the Advisor and the
investment companies managed by the Advisor, including the Fund, as well as
certain employees of the Advisor who have access to information relating to
the purchase or sale of securities by the Advisor on behalf of accounts
managed by it. The Code is based upon the principal that such Access Persons
have a fiduciary duty to place the interests of the Fund and the Advisor 's
other clients ahead of their own.

The Code requires Access Persons (other than Access Persons who are
independent directors of the investment companies managed by the Advisor,
including the Fund) to, among other things, preclear their securities
transactions (with limited exceptions, such as transactions in shares of
mutual funds, direct obligations of the U.S. government, and certain options
on broad-based securities market indexes) and to execute such transactions
through the Advisor's trading department. The Code, which applies to all
Access Persons (other than Access Persons who are independent directors of the
investment companies managed by the Advisor, including the Fund), includes a
ban on acquiring any securities in an initial public offering, other than a
new offering of a registered open-end investment company, and a prohibition
from profiting on short-term trading in securities. In addition, no Access
Person may purchase or sell any security which is contemporaneously being
purchased or sold, or to the knowledge of the Access Person, is being
considered for purchase or sale, by the Advisor on behalf of any mutual fund
or other account managed by it. Finally, the Code provides for trading "black
out" periods of seven calendar days during which time Access Persons who are
portfolio managers may not trade in securities which have been purchased or
sold by any mutual fund or other account managed by the portfolio manager.

29
<PAGE>

and accept high-turnover while the other may have a longer-term investment
horizon and desire to minimize turnover. If the Advisor reasonably believes
that a particular security may provide an attractive opportunity due to
short-term volatility but may no longer be attractive on a long-term basis, the
Advisor may cause accounts with a shorter-term investment horizon to buy the
security at the same time it is causing accounts with a longer-term investment
horizon to sell the security. The Advisor takes all reasonable steps to ensure
that investment opportunities are, over time, allocated to accounts on a fair
and equitable basis relative to the other similarly-situated accounts and that
the investment activities of different accounts do not unfairly disadvantage
other accounts.

From time to time, the Advisor votes the shares owned by the Fund according to
its Statement of General Proxy Voting Policy ("Proxy Voting Policy"). The
general principal of the Proxy Voting Policy is to vote any beneficial interest
in an equity security prudently and solely in the best long-term economic
interest of the Fund and its beneficiaries considering all relevant factors and
without undue influence from individuals or groups who may have an economic
interest in the outcome of a proxy vote. Shareholders may obtain a copy of the
Proxy Voting Policy upon request from the Advisor.

The Advisor also provides a program of custom portfolio management called the
Strong Advisor. This program is designed to determine which investment
approach fits an investor's financial needs and then provides the investor
with a custom built portfolio of Strong Funds based on that allocation. The
Advisor, on behalf of participants in the Strong Advisor program, may
determine to invest a portion of the program's assets in any one Strong Fund,
which investment, particularly in the case of a smaller Strong Fund, could
represent a material portion of the Fund's assets. In such cases, a decision
to redeem the Strong Advisor program's investment in a Fund on short notice
could raise a potential conflict of interest for the Advisor, between the
interests of participants in the Strong Advisor program and of the Fund's
other shareholders. In general, the Advisor does not expect to direct the
Strong Advisor program to make redemption requests on short notice. However,
should the Advisor determine this to be necessary, the Advisor will use its
best efforts and act in good faith to balance the potentially competing
interests of participants in the Strong Advisor program and the Fund's other
shareholders in a manner the Advisor deems most appropriate for both parties
in light of the circumstances.

From time to time, the Advisor may make available to third parties current and
historical information about the portfolio holdings of the Advisor's mutual
funds or other clients. Release may be made to entities such as fund ratings
entities, industry trade groups, and financial publications. Generally, the
Advisor will release this type of information only where it is otherwise
publicly available. This information may also be released where the Advisor
reasonably believes that the release will not be to the detriment of the best
interests of its clients.

For more complete information about the Advisor, including its services,
investment strategies, policies, and procedures, please call 800-368-3863 and
ask for a copy of Part II of the Advisor's Form ADV.

DISTRIBUTOR

30
<PAGE>

Under a Distribution Agreement with the Fund ("Distribution Agreement"),
Strong Investments, Inc. ("Distributor") acts as underwriter of the Fund's
shares. Mr. Strong is the Chairman and Director of the Distributor and Mr.
Shenkenberg is Vice President, Chief Compliance Officer and Secretary of the
Distributor. The Distribution Agreement provides that the Distributor will
use its best efforts to distribute the Fund's shares. Shares are only offered
and sold to the separate accounts of certain insurance companies. Since the
Fund is a "no-load" fund, no sales commissions are charged on the purchase of
Fund shares. Certain sales charges may apply to the variable annuity or life
insurance contract, which should be described in the prospectus of the
insurance company's separate account. The Distribution Agreement further
provides that the Distributor will bear the additional costs of printing
prospectuses and shareholder reports which are used for selling purposes, as
well as advertising and other costs attributable to the distribution of the
Fund's shares. The Distributor is an indirect subsidiary of the Advisor and
controlled by the Advisor and Mr. Strong. The Distribution Agreement is
subject to the same termination and renewal provisions as are described above
with respect to the Advisory Agreement.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Advisor is responsible for decisions to buy and sell securities for the
Fund and for the placement of the Fund's investment business and the
negotiation of the commissions to be paid on such transactions. It is the
policy of the Advisor, to seek the best execution at the best security price
available with respect to each transaction, in light of the overall quality of
brokerage and research services provided to the Advisor, or the Fund. In OTC
transactions, orders are placed directly with a principal market maker unless
it is believed that a better price and execution can be obtained using a
broker. The best price to the Fund means the best net price without regard to
the mix between purchase or sale price and commissions, if any. In selecting
broker-dealers and in negotiating commissions, the Advisor considers a variety
of factors, including best price and execution, the full range of brokerage
services provided by the broker, as well as its capital strength and
stability, and the quality of the research and research services provided by
the broker. Brokerage will not be allocated based on the sale of any shares
of the Strong Funds.

The Advisor has adopted procedures that provide generally for the Advisor to
seek to bunch orders for the purchase or sale of the same security for the
Fund, other mutual funds managed by the Advisor, and other advisory clients
(collectively, "client accounts"). The Advisor will bunch orders when it
deems it to be appropriate and in the best interest of the client accounts.
When a bunched order is filled in its entirety, each participating client
account will participate at the average share price for the bunched order on
the same business day, and transaction costs shall be shared pro rata based on
each client's participation in the bunched order. When a bunched order is
only partially filled, the securities purchased will be allocated on a pro
rata basis to each client account participating in the bunched order based
upon the initial amount requested for the account, subject to certain
exceptions, and each participating account will participate at the average
share price for the bunched order on the same business day.

Section 28(e) of the Securities Exchange Act of 1934 ("Section 28(e)") permits
an investment advisor, under certain circumstances, to cause an account to pay
a broker or dealer a commission for effecting a transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
the transaction in recognition of the value of the brokerage and research
services provided by the broker or dealer. Brokerage and research services
include (1) furnishing advice as to the value of securities, the advisability
of investing in, purchasing or selling securities, and the availability of
securities or purchasers or sellers of securities; (2) furnishing analyses and
reports concerning issuers, industries, securities, economic factors and
trends, portfolio strategy, and the performance of accounts; and (3) effecting
securities transactions and performing functions incidental thereto (such as
clearance, settlement, and custody).

In carrying out the provisions of the Advisory Agreement, the Advisor may
cause the Fund to pay a broker, which provides brokerage and research services
to the Advisor, a commission for effecting a securities transaction in excess
of the amount another broker would have charged for effecting the transaction.
The Advisor believes it is important to its investment decision-making process
to have access to independent research. The Advisory Agreement provides that
such higher commissions will not be paid by the Fund unless (1) the Advisor
determines in good faith that the amount is reasonable in relation to the
services in terms of the particular transaction or in terms of the Advisor's
overall responsibilities with respect to the accounts as to which it exercises
investment discretion; (2) such payment is made in compliance with the
provisions of Section 28(e), other applicable state and federal laws, and the
Advisory Agreement; and (3) in the opinion of the Advisor, the total
commissions paid by the Fund will be reasonable in relation to the benefits to
the Fund over the long term. The investment management fee paid

31
<PAGE>

by the Fund under the Advisory Agreement is not reduced as a result of the
Advisor's receipt of research services. To request a copy of the Advisor's
Soft Dollar Practices, please call 800-368-3863.

The Advisor may engage in "step-out" and "give-up" brokerage transactions
subject to best price and execution. In a step-out or give-up trade, an
investment advisor directs trades to a broker-dealer who executes the
transactions while a second broker-dealer clears and settles part or all of
the transaction. The first broker-dealer then shares part of its commission
with the second broker-dealer. The Advisor engages in step-out and give-up
transactions primarily (1) to satisfy directed brokerage arrangements of
certain of its client accounts and/or (2) to pay commissions to broker-dealers
that supply research or analytical services.

Generally, research services provided by brokers may include information on
the economy, industries, groups of securities, individual companies,
statistical information, accounting and tax law interpretations, political
developments, legal developments affecting portfolio securities, technical
market action, pricing and appraisal services, credit analysis, risk
measurement analysis, performance analysis, and analysis of corporate
responsibility issues. Such research services are received primarily in the
form of written reports, telephone contacts, and personal meetings with
security analysts. In addition, such research services may be provided in the
form of access to various computer-generated data, computer hardware and
software, and meetings arranged with corporate and industry spokespersons,
economists, academicians, and government representatives. In some cases,
research services are generated by third parties but are provided to the
Advisor by or through brokers. Such brokers may pay for all or a portion of
computer hardware and software costs relating to the pricing of securities.

Where the Advisor itself receives both administrative benefits and research
and brokerage services from the services provided by brokers, it makes a good
faith allocation between the administrative benefits and the research and
brokerage services, and will pay for any administrative benefits with cash.
In making good faith allocations between administrative benefits and research
and brokerage services, a conflict of interest may exist by reason of the
Advisor's allocation of the costs of such benefits and services between those
that primarily benefit the Advisor and those that primarily benefit the Fund
and other advisory clients.

From time to time, the Advisor may purchase new issues of securities for the
Fund in a fixed income price offering. In these situations, the seller may be
a member of the selling group that will, in addition to selling the securities
to the Fund and other advisory clients, provide the Advisor with research. The
NASD has adopted rules expressly permitting these types of arrangements under
certain circumstances. Generally, the seller will provide research "credits"
in these situations at a rate that is higher than that which is available for
typical secondary market transactions. These arrangements may not fall within
the safe harbor of Section 28(e).

At least annually, the Advisor considers the amount and nature of research and
research services provided by brokers, as well as the extent to which such
services are relied upon, and attempts to allocate a portion of the brokerage
business of the Fund and other advisory clients on the basis of that
consideration. In addition, brokers may suggest a level of business they would
like to receive in order to continue to provide such services. The actual
brokerage business received by a broker may be more or less than the suggested
allocations, depending upon the Advisor's evaluation of all applicable
considerations.

The Advisor has informal arrangements with various brokers whereby, in
consideration for providing research services and subject to Section 28(e),
the Advisor allocates brokerage to those firms, provided that the value of any
research and brokerage services was reasonable in relationship to the amount
of commission paid and was subject to best execution. In no case will the
Advisor make binding commitments as to the level of brokerage commissions it
will allocate to a broker, nor will it commit to pay cash if any informal
targets are not met. The Advisor anticipates it will continue to enter into
such brokerage arrangements.

The Advisor may direct the purchase of securities on behalf of the Fund and
other advisory clients in secondary market transactions, in public offerings
directly from an underwriter, or in privately negotiated transactions with an
issuer. When the Advisor believes the circumstances so warrant, securities
purchased in public offerings may be resold shortly after acquisition in the
immediate aftermarket for the security in order to take advantage of price
appreciation from the public offering price or for other reasons. Short-term
trading of securities acquired in public offerings, or otherwise, may result
in higher portfolio turnover and associated brokerage expenses.

32
<PAGE>

supervision and regulation as compared with the U.S. exchanges and brokers. In
addition, foreign security settlements may in some instances be subject to
delays and related administrative uncertainties.

The Advisor places portfolio transactions for other advisory accounts,
including other mutual funds managed by the Advisor. Research services
furnished by firms through which the Fund effects its securities transactions
may be used by the Advisor in servicing all of its accounts; not all of such
services may be used by the Advisor in connection with the Fund. In the
opinion of the Advisor, it is not possible to measure separately the benefits
from research services to each of the accounts managed by the Advisor. Because
the volume and nature of the trading activities of the accounts are not
uniform, the amount of commissions in excess of those charged by another
broker paid by each account for brokerage and research services will vary.
However, in the opinion of the Advisor, such costs to the Fund will not be
disproportionate to the benefits received by the Fund on a continuing basis.

The Advisor seeks to allocate portfolio transactions equitably whenever
concurrent decisions are made to purchase or sell securities by the Fund and
another advisory account. In some cases, this procedure could have an adverse
effect on the price or the amount of securities available to the Fund. In
making such allocations between the Fund and other advisory accounts, the main
factors considered by the Advisor are the respective investment objectives,
the relative size of portfolio holdings of the same or comparable securities,
the availability of cash for investment, the size of investment commitments
generally held, and the opinions of the persons responsible for recommending
the investment.

Where consistent with a client's investment objectives, investment
restrictions, and risk tolerance, the Advisor may purchase securities sold in
underwritten public offerings for client accounts, commonly referred to as
"deal" securities. To the extent the Fund participates in deals in the
initial public offering market ("IPOs") and during the period that the Fund
has a small asset base, a significant portion of the Fund's returns may be
attributable to its IPO investments. As the Fund's assets grow, any impact of
IPO investments on the Fund's total return may decline and the Fund may not
continue to experience substantially similar performance.

The Advisor has adopted deal allocation procedures ("Procedures"), summarized
below, that reflect the Advisor's overriding policy that deal securities must
be allocated among participating client accounts in a fair and equitable
manner and that deal securities may not be allocated in a manner that unfairly
discriminates in favor of certain clients or types of clients.

The Procedures provide that, in determining which client accounts a portfolio
manager team will seek to have purchase deal securities, the team will
consider all relevant factors including, but not limited to, the nature, size,
and expected allocation to the Advisor of deal securities; the size of the
account(s); the accounts' investment objectives and restrictions; the risk
tolerance of the client; the client's tolerance for possibly higher portfolio
turnover; the amount of commissions generated by the account during the past
year; and the number and nature of other deals the client has participated in
during the past year.

Where more than one of the Advisor's portfolio manager team seeks to have
client accounts participate in a deal and the amount of deal securities
allocated to the Advisor by the underwriting syndicate is less than the
aggregate amount ordered by the Advisor (a "reduced allocation"), the deal
securities will be allocated among the portfolio manager teams based on all
relevant factors. The primary factor shall be assets under management,
although other factors that may be considered in the allocation decision
include, but are not limited to, the nature, size, and expected allocation of
the deal; the amount of brokerage commissions or other amounts generated by
the respective participating portfolio manager teams; and which portfolio
manager team is primarily responsible for the Advisor receiving securities in
the deal. Based on relevant factors, the Advisor has established general
allocation percentages for its portfolio manager teams, and these percentages
are reviewed on a regular basis to determine whether asset growth or other
factors make it appropriate to use different general allocation percentages
for reduced allocations.

When a portfolio manager team receives a reduced allocation of deal
securities, the portfolio manager team will allocate the reduced allocation
among client accounts in accordance with the allocation percentages set forth
in the team's initial allocation instructions for the deal securities, except
where this would result in a DE MINIMIS allocation to any client account. On
a regular basis, the Advisor reviews the allocation of deal securities to
ensure that they have been allocated in a fair and equitable manner that does
not unfairly discriminate in favor of certain clients or types of clients.

33
<PAGE>

Transactions in futures contracts are executed through futures commission
merchants ("FCMs"). The Fund's procedures in selecting FCMs to execute the
Fund's transactions in futures contracts are similar to those in effect with
respect to brokerage transactions in securities.

The Fund paid the following brokerage commissions for the time periods
indicated:

<TABLE>
<CAPTION>
<S> <C>
FISCAL YEAR ENDED BROKERAGE COMMISSIONS ($)
- ------------------ -------------------------

12/31/97 1,414,081
12/31/98 1,296,797
12/31/99 1,305,279
</TABLE>

Unless otherwise noted below, the Fund has not acquired securities of its
regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act) or
their parents.

<TABLE>
<CAPTION>
<S> <C>
REGULAR BROKER OR DEALER (OR PARENT) ISSUER VALUE OF SECURITIES OWNED AS OF DECEMBER 31, 1999
- ------------------------------------------- -------------------------------------------------
None
</TABLE>

CUSTODIAN

As custodian of the Fund's assets, Firstar Bank Milwaukee, N.A., P.O. Box 761,
Milwaukee, Wisconsin 53201, has custody of all securities and cash of the
Fund, delivers and receives payment for securities sold, receives and pays for
securities purchased, collects income from investments, and performs other
duties, all as directed by officers of the Fund. The custodian is in no way
responsible for any of the investment policies or decisions of the Fund.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

The Advisor acts as transfer agent and dividend-disbursing agent for the Fund
at no cost.

ADMINISTRATIVE SERVICES

From time to time the Fund and/or the Advisor may enter into arrangements
under which certain administrative services may be performed by the insurance
companies that purchase shares of the Fund. These administrative services may
include, among other things, responding to ministerial inquiries concerning
the Fund's investment objective, investment program, policies and performance,
transmitting, on behalf of the Fund, proxy statements, annual reports, updated
prospectuses, and other communications regarding the Fund, and providing only
related services as the Fund or its shareholders may reasonably request.
Depending on the arrangements, the Fund and/or Advisor may compensate such
insurance companies or their agents directly or indirectly for the
administrative services. To the extent the Fund compensates the insurance
company for these services, the Fund will pay the insurance company an annual
fee that will vary depending upon the number of contract holders that utilize
the Fund as the funding medium for their contracts. The insurance company may
impose other account or service charges. See the prospectus for the separate
account of the insurance company for additional information regarding such
charges.

TAXES

GENERAL

The Fund intends to qualify annually for treatment as a regulated investment
company ("RIC") under Subchapter M of the IRC. If so qualified, the Fund will
not be liable for federal income tax on earnings and gains distributed to its
shareholders in a timely manner. This qualification does not involve
government supervision of the Fund's management practices or policies. The
following federal tax discussion is intended to provide you with an overview
of the impact of federal income tax provisions on the Fund or its
shareholders. These tax provisions are subject to change by legislative or
administrative action at the federal, state, or local level, and any changes
may be applied retroactively. Any such action that limits or restricts the
Fund's current ability to pass-through earnings without taxation at the Fund
level, or otherwise materially changes the Fund's tax treatment, could
adversely affect the value of a shareholder's investment in the Fund. Because
the Fund's taxes are a complex matter, you

34
<PAGE>

should consult your tax adviser for more detailed information concerning the
taxation of the Fund and the federal, state, and local tax consequences to
shareholders of an investment in the Fund.

In order to qualify for treatment as a RIC under the IRC, the Fund must
distribute to its shareholders for each taxable year at least 90% of its
investment company taxable income (consisting generally of taxable net
investment income, net short-term capital gain, and net gains from certain
foreign currency transactions, if applicable) ("Distribution Requirement") and
must meet several additional requirements. These requirements include the
following: (1) the Fund must derive at least 90% of its gross income each
taxable year from dividends, interest, payments with respect to securities
loans, and gains from the sale or other disposition of securities (or foreign
currencies if applicable) or other income (including gains from options,
futures, or forward contracts) derived with respect to its business of
investing in securities ("Income Requirement"); (2) at the close of each
quarter of the Fund's taxable year, at least 50% of the value of its total
assets must be represented by cash and cash items, U.S. government securities,
securities of other RICs, and other securities, with these other securities
limited, in respect of any one issuer, to an amount that does not exceed 5% of
the value of the Fund's total assets and that does not represent more than 10%
of the issuer's outstanding voting securities; and (3) at the close of each
quarter of the Fund's taxable year, not more than 25% of the value of its
total assets may be invested in securities (other than U.S. government
securities or the securities of other RICs) of any one issuer. From time to
time the Advisor may find it necessary to make certain types of investments
for the purpose of ensuring that the Fund continues to qualify for treatment
as a RIC under the IRC.

If Fund shares are sold at a loss after being held for 12 months or less, the
loss will be treated as long-term, instead of short-term, capital loss to the
extent of any capital gain distributions received on those shares.

The Fund's distributions are taxable in the year they are paid, whether they
are taken in cash or reinvested in additional shares, except that certain
distributions declared in the last three months of the year and paid in
January are taxable as if paid on December 31.

In addition, the Fund must satisfy the diversification requirements of Section
817(h) of the IRC. In general, for a Fund to meet these investment
diversification requirements, Treasury regulations require that no more than
55% of the total value of the assets of the Fund may be represented by any one
investment, no more than 70% by two investments, no more than 80% by three
investments and no more than 90% by four investments. Generally, for purposes
of the regulations, all securities of the same issuer are treated as a single
investment. With respect to the United States Government securities
(including any security that is issued, guaranteed or insured by the United
States or an instrumentality of the United States), each governmental agency
or instrumentality is treated as a separate issuer. Compliance with the
regulations is tested on the last day of each calendar year quarter. There is
a 30-day period after the end of each calendar year quarter in which to cure
any non-compliance with these requirements.

FOREIGN TRANSACTIONS

Dividends and interest received by the Fund may be subject to income,
withholding, or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on its securities. Tax conventions between
certain countries and the U.S may reduce or eliminate these foreign taxes,
however, and many foreign countries do not impose taxes on capital gains in
respect of investments by foreign investors. If more than 50% of the value of
the Fund's total assets at the close of its taxable year consists of
securities of foreign corporations, it will be eligible to, and may, file an
election with the Internal Revenue Service that would enable its shareholders,
in effect, to receive the benefit of the foreign tax credit with respect to
any foreign and U.S. possessions income taxes paid by it. The Fund would
treat those taxes as dividends paid to its shareholders and each shareholder
would be required to (1) include in gross income, and treat as paid by the
shareholder, the shareholder's proportionate share of those taxes, (2) treat
the shareholder's share of those taxes and of any dividend paid by the Fund
that represents income from foreign or U.S. possessions sources as the
shareholder's own income from those sources, and (3) either deduct the taxes
deemed paid by the shareholder in computing the shareholder's taxable income
or, alternatively, use the foregoing information in calculating the foreign
tax credit against the shareholder's federal income tax. The Fund will report
to its shareholders shortly after each taxable year their respective shares of
its income from sources within, and taxes paid to, foreign countries and U.S.
possessions if it makes this election.

35
<PAGE>

securities are acquired and their disposition date, and (3) attributable to
fluctuations in exchange rates between the time the Fund accrues interest or
other receivables or expenses or other liabilities denominated in a foreign
currency and the time the Fund actually collects those receivables or pays
those liabilities, will be treated as ordinary income or loss. A
foreign-currency-denominated debt security acquired by the Fund may bear
interest at a high normal rate that takes into account expected decreases in
the value of the principal amount of the security due to anticipated currency
devaluations; in that case, the Fund would be required to include the interest
in income as it accrues but generally would realize a currency loss with
respect to the principal only when the principal was received (through
disposition or upon maturity).

The Fund may invest in the stock of "passive foreign investment companies"
("PFICs") in accordance with its investment objective, policies and
restrictions. A PFIC is a foreign corporation that, in general, meets either
of the following tests: (1) at least 75% of its gross income is passive or (2)
an average of at least 50% of its assets produce, or are held for the
production of, passive income. Under certain circumstances, the Fund will be
subject to federal income tax on a portion of any "excess distribution"
received on the stock or of any gain on disposition of the stock
(collectively, "PFIC income"), plus interest thereon, even if the Fund
distributes the PFIC income as a taxable dividend to its shareholders. The
balance of the PFIC income will be included in the Fund's investment company
taxable income and, accordingly, will not be taxable to it to the extent that
income is distributed to its shareholders. If the Fund invests in a PFIC and
elects to treat the PFIC as a "qualified electing fund," then in lieu of the
foregoing tax and interest obligation, the Fund will be required to include in
income each year its pro rata share of the qualified electing fund's annual
ordinary earnings and net capital gain (the excess of net long-term capital
gain over net short-term capital loss) -- which probably would have to be
distributed to its shareholders to satisfy the Distribution Requirement and
avoid imposition of the Excise Tax -- even if those earnings and gain were not
received by the Fund. In most instances it will be very difficult, if not
impossible, to make this election because of certain requirements thereof.

DERIVATIVE INSTRUMENTS

The use of derivatives strategies, such as purchasing and selling (writing)
options and futures and entering into forward currency contracts, if
applicable, involves complex rules that will determine for income tax purposes
the character and timing of recognition of the gains and losses the Fund
realizes in connection therewith. Gains from the disposition of foreign
currencies, if any (except certain gains therefrom that may be excluded by
future regulations), and income from transactions in options, futures, and
forward currency contracts, if applicable, derived by the Fund with respect to
its business of investing in securities or foreign currencies, if applicable,
will qualify as permissible income under the Income Requirement.

For federal income tax purposes, the Fund is required to recognize as income
for each taxable year its net unrealized gains and losses on options, futures,
or forward currency contracts, if any, that are subject to section 1256 of the
IRC ("Section 1256 Contracts") and are held by the Fund as of the end of the
year, as well as gains and losses on Section 1256 Contracts actually realized
during the year. Except for Section 1256 Contracts that are part of a "mixed
straddle" and with respect to which the Fund makes a certain election, any
gain or loss recognized with respect to Section 1256 Contracts is considered
to be 60% long-term capital gain or loss and 40% short-term capital gain or
loss, without regard to the holding period of the Section 1256 Contract.

ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES

The Fund may acquire zero-coupon, step-coupon, or other securities issued with
original issue discount. As a holder of those securities, the Fund must
include in its income the original issue discount that accrues on the
securities during the taxable year, even if the Fund receives no corresponding
payment on the securities during the year. Similarly, the Fund must include
in its income securities it receives as "interest" on pay-in-kind securities.
Because the Fund annually must distribute substantially all of its investment
company taxable income, including any original issue discount and other
non-cash income, to satisfy the Distribution Requirement, it may be required
in a particular year to distribute as a dividend an amount that is greater
than the total amount of cash it actually receives. Those distributions may
be made from the proceeds on sales of portfolio securities, if necessary. The
Fund may realize capital gains or losses from those sales, which would
increase or decrease its investment company taxable income or net capital
gain, or both.

36
<PAGE>

USE OF TAX-LOT ACCOUNTING

When sell decisions are made by the Fund's portfolio manager, the Advisor
generally sells the tax lots of the Fund's securities that results in the
lowest amount of taxes to be paid by the shareholders on the Fund's capital
gain distributions. The Advisor uses tax-lot accounting to identify and sell
the tax lots of a security that have the highest cost basis and/or longest
holding period to minimize adverse tax consequences to the Fund's
shareholders. However, if the Fund has a capital loss carry forward position,
the Advisor would reverse its strategy and sell the tax lots of a security
that have the lowest cost basis and/or shortest holding period to maximize the
use of the Fund's capital loss carry forward position.

DETERMINATION OF NET ASSET VALUE

Generally, when an investor makes any purchases, sales, or exchanges, the price
of the investor's shares will be the net asset value ("NAV") next determined
after Strong Funds receives a request in proper form (which includes receipt of
all necessary and appropriate documentation and subject to available funds).
Any applicable sales charges will be added to the purchase price for Advisor
Class shares of the Fund, if any. The "offering price" is the initial sales
charge, if any, plus the NAV. If Strong Funds receives such a request prior to
the close of the New York Stock Exchange ("NYSE") on a day on which the NYSE is
open, the share price will be the NAV determined that day. The NAV for each
Fund or each class of shares is normally determined as of 3:00 p.m. Central
Time ("CT") each day the NYSE is open. The NYSE is open for trading Monday
through Friday except New Year's Day, Martin Luther King Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day. Additionally, if any of the aforementioned holidays falls
on a Saturday, the NYSE will not be open for trading on the preceding Friday,
and when any such holiday falls on a Sunday, the NYSE will not be open for
trading on the succeeding Monday, unless unusual business conditions exist,
such as the ending of a monthly or yearly accounting period. The Fund
reserves the right to change the time at which purchases, redemptions, and
exchanges are priced if the NYSE closes at a time other than 3:00 p.m. CT or if
an emergency exists. The NAV of each Fund or of each class of shares of a Fund
is calculated by taking the fair value of the Fund's total assets attributable
to that Fund or class, subtracting all its liabilities attributable to that
Fund or class, and dividing by the total number of shares outstanding of that
Fund or class. Expenses are accrued daily and applied when determining the
NAV. The Fund's portfolio securities are valued based on market quotations or
at fair value as determined by the method selected by the Fund's Board of
Directors.

Equity securities are valued at the last sales price on the NASDAQ or, if not
traded on the NASDAQ, at the last sales price on the national securities
exchange on which such securities are primarily traded. Securities traded on
NASDAQ for which there were no transactions on a given day or securities not
listed on an exchange or NASDAQ are valued at the average of the most recent
bid and asked prices. Other exchange-trade securities (generally foreign
securities) will be valued based on market quotations.

Securities quoted in foreign currency are valued daily in U.S. dollars at the
foreign currency exchange rates that are prevailing at the time the daily NAV
per share is determined. Although the Fund values its foreign assets in U.S.
dollars on a daily basis, it does not intend to convert its holdings of
foreign currencies into U.S. dollars on a daily basis. Foreign currency
exchange rates are generally determined prior to the close of trading on the
NYSE. Occasionally, events affecting the value of foreign investments and
such exchange rates occur between the time at which they are determined and
the close of trading on the NYSE. Such events would not normally be reflected
in a calculation of the Fund's NAV on that day. If events that materially
affect the value of the Fund's foreign investments or the foreign currency
exchange rates occur during such period, the investments will be valued at
their fair value as determined in good faith by or under the direction of the
Board of Directors.

Debt securities are valued by a pricing service that utilizes electronic data
processing techniques to determine values for normal institutional-sized
trading units of debt securities without regard to sale or bid prices when
such values are believed to more accurately reflect the fair market value for
such securities. Otherwise, sale or bid prices are used. Any securities or
other assets for which market quotations are not readily available are valued
at fair value as determined in good faith by the Board of Directors of the
Fund. Debt securities having remaining maturities of 60 days or less are
valued by the amortized cost method when the Fund's Board of Directors
determines that the fair value of such securities is their amortized cost.
Under this method of valuation, a security is initially valued at its
acquisition cost, and thereafter, amortization of any discount or premium is
assumed each day, regardless of the impact of the fluctuating rates on the
market value of the instrument.

37
<PAGE>

ADDITIONAL SHAREHOLDER INFORMATION

REDEMPTION-IN-KIND

The Fund has elected to be governed by Rule 18f-1 under the 1940 Act, which
obligates the Fund to redeem shares in cash, with respect to any one
shareholder during any 90-day period, up to the lesser of $250,000 or 1% of
the assets of the Fund. If the Advisor determines that existing conditions
make cash payments undesirable, redemption payments may be made in whole or in
part in securities or other financial assets, valued for this purpose as they
are valued in computing the NAV for the Fund's shares (a
"redemption-in-kind"). Shareholders receiving securities or other financial
assets in a redemption-in-kind may realize a gain or loss for tax purposes,
and will incur any costs of sale, as well as the associated inconveniences.
If you expect to make a redemption in excess of the lesser of $250,000 or 1%
of the Fund's assets during any 90-day period and would like to avoid any
possibility of being paid with securities in-kind, you may do so by providing
Strong Funds with an unconditional instruction to redeem at least 15 calendar
days prior to the date on which the redemption transaction is to occur,
specifying the dollar amount or number of shares to be redeemed and the date
of the transaction (please call 800-368-3863). This will provide the Fund
with sufficient time to raise the cash in an orderly manner to pay the
redemption and thereby minimize the effect of the redemption on the interests
of the Fund's remaining shareholders.

ORGANIZATION

The Fund is either a "Corporation" or a "Series" of common stock of a
Corporation, as described in the chart below:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Incorporation Date Series Authorized Par
Corporation Date Created Shares Value ($)
- ---------------------------------------- ------------- ----------- ---------- ---------
Strong Variable Insurance Funds, Inc.(1) 12/28/90 Indefinite .00001
- - Strong Discovery Fund II 04/21/95 Indefinite .00001
- - Strong Mid Cap Growth Fund II* 04/21/95 Indefinite .00001
- - Strong International Stock Fund II* 04/21/95 Indefinite .00001
- - Strong Schafer Value Fund II* 12/30/97 Indefinite .00001
</TABLE>

* Described in a different prospectus and SAI.
(1) Prior to November 1, 1995, the Corporation's name was Strong Discovery
Fund II, Inc.

The Strong Discovery Fund II is a diversified series of Strong Variable
Insurance Funds, Inc., which is an open-end management investment company.

The Corporation is a Wisconsin corporation that is authorized to offer
separate series of shares representing interests in separate portfolios of
securities, each with differing investment objectives. The shares in any one
portfolio may, in turn, be offered in separate classes, each with differing
preferences, limitations or relative rights. However, the Articles of
Incorporation for the Corporation provide that if additional series of shares
are issued by the Corporation, such new series of shares may not affect the
preferences, limitations or relative rights of the Corporation's outstanding
shares. In addition, the Board of Directors of the Corporation is authorized
to allocate assets, liabilities, income and expenses to each series and class.
Classes within a series may have different expense arrangements than other
classes of the same series and, accordingly, the net asset value of shares
within a series may differ. Finally, all holders of shares of the Corporation
may vote on each matter presented to shareholders for action except with
respect to any matter which affects only one or more series or class, in which
case only the shares of the affected series or class are entitled to vote.
Each share of the Fund has one vote, and all shares participate equally in
dividends and other capital gains distributions by the Fund and in the
residual assets of the Fund in the event of liquidation. Fractional shares
have the same rights proportionately as do full shares. Shares of the
Corporation have no preemptive, conversion, or subscription rights. If the
Corporation issues additional series, the assets belonging to each series of
shares will be held separately by the custodian, and in effect each series
will be a separate fund.

38
<PAGE>

SHAREHOLDER MEETINGS

The Wisconsin Business Corporation Law permits registered investment
companies, such as the Fund, to operate without an annual meeting of
shareholders under specified circumstances if an annual meeting is not
required by the 1940 Act. The Fund has adopted the appropriate provisions in
its Bylaws and may, at its discretion, not hold an annual meeting in any year
in which the election of directors is not required to be acted on by
shareholders under the 1940 Act.

The Fund's Bylaws allow for a director to be removed by its shareholders with
or without cause, only at a meeting called for the purpose of removing the
director. Upon the written request of the holders of shares entitled to not
less than ten percent (10%) of all the votes entitled to be cast at such
meeting, the Secretary of the Fund shall promptly call a special meeting of
shareholders for the purpose of voting upon the question of removal of any
director. The Secretary shall inform such shareholders of the reasonable
estimated costs of preparing and mailing the notice of the meeting, and upon
payment to the Fund of such costs, the Fund shall give not less than ten nor
more than sixty days notice of the special meeting.

PERFORMANCE INFORMATION

The Strong Funds may advertise a variety of types of performance information
as more fully described below. The Fund's performance is historical and past
performance does not guarantee the future performance of the Fund. From time
to time, the Advisor may agree to waive or reduce its management fee and/or to
absorb certain operating expenses for the Fund. Waivers of management fees
and absorption of expenses will have the effect of increasing the Fund's
performance.

DISTRIBUTION RATE

The distribution rate for the Fund is computed, according to a
non-standardized formula, by dividing the total amount of actual distributions
per share paid by the Fund over a twelve month period by the Fund's net asset
value on the last day of the period. The distribution rate differs from the
Fund's yield because the distribution rate includes distributions to
shareholders from sources other than dividends and interest, such as
short-term capital gains. Therefore, the Fund's distribution rate may be
substantially different than its yield. Both the Fund's yield and
distribution rate will fluctuate.

AVERAGE ANNUAL TOTAL RETURN

The Fund's average annual total return quotation is computed in accordance
with a standardized method prescribed by rules of the SEC. The average annual
total return for the Fund for a specific period is calculated by first taking
a hypothetical $10,000 investment ("initial investment") in the Fund's shares
on the first day of the period and computing the "redeemable value" of that
investment at the end of the period. The redeemable value is then divided by
the initial investment, and this quotient is taken to the Nth root (N
representing the number of years in the period) and 1 is subtracted from the
result, which is then expressed as a percentage. The calculation assumes that
all income and capital gains dividends paid by the Fund have been reinvested
at net asset value on the reinvestment dates during the period. Average
annual total returns reflect the impact of sales charges, if any.

TOTAL RETURN

Calculation of the Fund's total return is not subject to a standardized
formula. Total return performance for a specific period is calculated by
first taking an investment (assumed below to be $10,000) ("initial
investment") in the Fund's shares on the first day of the period and computing
the "ending value" of that investment at the end of the period. The total
return percentage is then determined by subtracting the initial investment
from the ending value and dividing the remainder by the initial investment and
expressing the result as a percentage. The calculation assumes that all
income and capital gains dividends paid by the Fund have been reinvested at
net asset value of the Fund on the reinvestment dates during the period.
Total return may also be shown as the increased dollar value of the
hypothetical investment over the period. Total returns reflect the impact of
sales charges, if any.

CUMULATIVE TOTAL RETURN

39
<PAGE>

income and capital (including capital gains and changes in share price) in
order to illustrate the relationship between these factors and their
contributions to total return. Cumulative total returns reflect the impact of
sales charges, if any.

TOTAL RETURN

Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
- ------------- --------------- ----------------- ------------ ---------------
One Year $10,000 10,509 5.09% 5.09%
- ------------- --------------- ----------------- ------------ ---------------
Five Year $10,000 17,120 71.20% 11.35%
- ------------- --------------- ----------------- ------------ ---------------
Life of Fund* $10,000 21,518 115.18% 10.54%
- ------------- --------------- ----------------- ------------ ---------------
</TABLE>

* Commenced operations on May 8, 1992.

COMPARISONS

U.S. TREASURY BILLS, NOTES, OR BONDS. Investors may want to compare the
performance of the Fund to that of U.S. Treasury bills, notes, or bonds, which
are issued by the U.S. Government. Treasury obligations are issued in
selected denominations. Rates of Treasury obligations are fixed at the time
of issuance and payment of principal and interest is backed by the full faith
and credit of the Treasury. The market value of such instruments will
generally fluctuate inversely with interest rates prior to maturity and will
equal par value at maturity. Generally, the values of obligations with
shorter maturities will fluctuate less than those with longer maturities.

CERTIFICATES OF DEPOSIT. Investors may want to compare the Fund's performance
to that of certificates of deposit offered by banks and other depositary
institutions. Certificates of deposit may offer fixed or variable interest
rates and principal is guaranteed and may be insured. Withdrawal of the
deposits prior to maturity normally will be subject to a penalty. Rates
offered by banks and other depositary institutions are subject to change at
any time specified by the issuing institution.

MONEY MARKET FUNDS. Investors may also want to compare performance of the
Fund to that of money market funds. Money market fund yields will fluctuate
and shares are not insured, but share values usually remain stable.

LIPPER ANALYTICAL SERVICES, INC. ("LIPPER") AND OTHER INDEPENDENT RANKING
ORGANIZATIONS. From time to time, in marketing and other fund literature, the
Fund's performance may be compared to the performance of other mutual funds in
general or to the performance of particular types of mutual funds with similar
investment goals, as tracked by independent organizations. Among these
organizations, Lipper, a widely used independent research firm which ranks
mutual funds by overall performance, investment objectives, and assets, may be
cited. Lipper performance figures are based on changes in net asset value,
with all income and capital gains dividends reinvested. Such calculations do
not include the effect of any sales charges imposed by other funds. The Fund
will be compared to Lipper's appropriate fund category, that is, by fund
objective and portfolio holdings. The Fund's performance may also be compared
to the average performance of its Lipper category.

MORNINGSTAR, INC. The Fund's performance may also be compared to the
performance of other mutual funds by Morningstar, Inc., which rates funds on
the basis of historical risk and total return. Morningstar's ratings range
from five stars (highest) to one star (lowest) and represent Morningstar's
assessment of the historical risk level and total return of a fund as a
weighted average for 3, 5, and 10 year periods. Ratings are not absolute and
do not represent future results.

VARDS REPORT. The Fund's performance may also be compared to the performance
of other variable annuity products in general or to the performance of
particular types of variable annuity products, with similar investment goals,
as tracked by the VARDS Report (Variable Annuity Research and Data Service
Report) produced by Financial Planning Resources, Inc. The VARDS Report is a
monthly performance analysis of the variable annuity industry.

INDEPENDENT SOURCES. Evaluations of fund performance made by independent
sources may also be used in advertisements concerning the Fund, including
reprints of, or selections from, editorials or articles about the Fund,
especially those with similar objectives. Sources for fund performance and
articles about the Fund may include publications such as Money, Forbes,
Kiplinger's, Smart Money, Financial World, Business Week, U.S. News and World
Report, The Wall Street Journal, Barron's, and a variety of investment
newsletters.

40
<PAGE>

INDICES. The Fund may compare its performance to a wide variety of indices.
There are differences and similarities between the investments that a Fund may
purchase and the investments measured by the indices.

HISTORICAL ASSET CLASS RETURNS. From time to time, marketing materials may
portray the historical returns of various asset classes. Such presentations
will typically compare the average annual rates of return of inflation, U.S.
Treasury bills, bonds, common stocks, and small stocks. There are important
differences between each of these investments that should be considered in
viewing any such comparison. The market value of stocks will fluctuate with
market conditions, and small-stock prices generally will fluctuate more than
large-stock prices. Stocks are generally more volatile than bonds. In return
for this volatility, stocks have generally performed better than bonds or cash
over time. Bond prices generally will fluctuate inversely with interest rates
and other market conditions, and the prices of bonds with longer maturities
generally will fluctuate more than those of shorter-maturity bonds. Interest
rates for bonds may be fixed at the time of issuance, and payment of principal
and interest may be guaranteed by the issuer and, in the case of U.S. Treasury
obligations, backed by the full faith and credit of the U.S. Treasury.

STRONG VARIABLE INSURANCE FUNDS. The Strong Variable Insurance Funds offer a
range of investment options. All of the members of the Strong Variable
Insurance Funds and their investment objectives are listed below.

FUND NAME INVESTMENT OBJECTIVE

Strong Discovery Fund II Capital growth.
- ---------------------------------- ---------------
Strong International Stock Fund II Capital growth.
- ---------------------------------- ---------------
Strong Mid Cap Growth Fund II Capital growth.
- ---------------------------------- ---------------
Strong Opportunity Fund II Capital growth.
- ---------------------------------- ---------------
Strong Schafer Value Fund II Capital growth.
- ---------------------------------- ---------------
</TABLE>

The Fund may from time to time be compared to the other funds in the Strong
Variable Insurance Funds based on a risk/reward spectrum. In general, the
amount of risk associated with any investment product is commensurate with
that product's potential level of reward. The Strong Variable Insurance Funds'
risk/reward continuum or any fund's position on the continuum may be described
or diagrammed in marketing materials. The Strong Variable Insurance Funds'
risk/reward continuum positions the risk and reward potential of the Fund
relative to the other Strong Variable Insurance Funds, but is not intended to
position any fund relative to other mutual funds or investment products.
Marketing materials may also discuss the relationship between risk and reward
as it relates to an individual investor's portfolio. Financial goals vary
from person to person. You may choose one or more of the Strong Variable
Insurance Funds to help you reach your financial goals.

PRODUCT LIFE CYCLES. Discussions of product life cycles and their potential
impact on the Fund's investments may be used in advertisements and sales
materials. The basic idea is that most products go through a life cycle that
generally consists of an early adoption phase, a rapid growth phase, and a
maturity phase. The early adoption phase generally includes the time period
during which the product is first being developed and marketed. The rapid
growth phase usually occurs when the general public becomes aware of the new
product and sales are rising. The maturity phase generally includes the time
period when the public has been aware of the product for a period of time and
sales have leveled off or declined.

By identifying and investing in companies that produce or service products
that are in the early adoption phase of their life cycle, it may be possible
for the Fund to benefit if the product moves into a prolonged period of rapid
growth that enhances the company's stock price. However, you should keep in
mind that investing in a product in its early adoption phase does not provide
any guarantee of profit. A product may experience a prolonged rapid growth
and maturity phase without any corresponding increase in the company's stock
price. In addition, different products have life cycles that may be longer or
shorter than those depicted and these variations may influence whether the
product has a positive effect on the company's stock price. For example, a
product may not positively impact a company's stock price if it experiences an
extremely short rapid growth or maturity phase because the product becomes
obsolete soon after it is introduced to the general public. Other products may
never move past the early adoption phase and have no impact on the company's
stock price.

41
<PAGE>

ADDITIONAL FUND INFORMATION

PORTFOLIO CHARACTERISTICS. In order to present a more complete picture of the
Fund's portfolio, marketing materials may include various actual or estimated
portfolio characteristics, including but not limited to median market
capitalizations, earnings per share, alphas, betas, price/earnings ratios,
returns on equity, dividend yields, capitalization ranges, growth rates,
price/book ratios, top holdings, sector breakdowns, asset allocations, quality
breakdowns, and breakdowns by geographic region.

MEASURES OF VOLATILITY AND RELATIVE PERFORMANCE. Occasionally statistics may
be used to specify fund volatility or risk. The general premise is that
greater volatility connotes greater risk undertaken in achieving performance.
Measures of volatility or risk are generally used to compare the Fund's net
asset value or performance relative to a market index. One measure of
volatility is beta. Beta is the volatility of a fund relative to the total
market as represented by the Standard & Poor's 500 Stock Index. A beta of
more than 1.00 indicates volatility greater than the market, and a beta of
less than 1.00 indicates volatility less than the market. Another measure of
volatility or risk is standard deviation. Standard deviation is a statistical
tool that measures the degree to which a fund's performance has varied from
its average performance during a particular time period.

Standard deviation is calculated using the following formula:

Standard deviation = the square root of S(xi - xm)2
n-1

Where: S = "the sum of",
xi = each individual return during the time period,
xm = the average return over the time period, and
n = the number of individual returns during the time period.

Statistics may also be used to discuss the Fund's relative performance. One
such measure is alpha. Alpha measures the actual return of a fund compared to
the expected return of a fund given its risk (as measured by beta). The
expected return is based on how the market as a whole performed, and how the
particular fund has historically performed against the market. Specifically,
alpha is the actual return less the expected return. The expected return is
computed by multiplying the advance or decline in a market representation by
the Fund's beta. A positive alpha quantifies the value that the fund manager
has added, and a negative alpha quantifies the value that the fund manager has
lost.

Other measures of volatility and relative performance may be used as
appropriate. However, all such measures will fluctuate and do not represent
future results.

GENERAL INFORMATION

BUSINESS PHILOSOPHY

The Advisor is an independent, Midwestern-based investment advisor, owned by
professionals active in its management. Recognizing that investors are the
focus of its business, the Advisor strives for excellence both in investment
management and in the service provided to investors. This commitment affects
many aspects of the business, including professional staffing, product
development, investment management, and service delivery.

The increasing complexity of the capital markets requires specialized skills
and processes for each asset class and style. Therefore, the Advisor believes
that active management should produce greater returns than a passively managed
index. The Advisor has brought together a group of top-flight investment
professionals with diverse product expertise, and each concentrates on their
investment specialty. The Advisor believes that people are the firm's most
important asset. For this reason, continuity of professionals is critical to
the firm's long-term success.

42
<PAGE>

INVESTMENT ENVIRONMENT

Discussions of economic, social, and political conditions and their impact on
the Fund may be used in advertisements and sales materials. Such factors that
may impact the Fund include, but are not limited to, changes in interest
rates, political developments, the competitive environment, consumer behavior,
industry trends, technological advances, macroeconomic trends, and the supply
and demand of various financial instruments. In addition, marketing materials
may cite the portfolio management's views or interpretations of such factors.

EIGHT BASIC PRINCIPLES FOR SUCCESSFUL MUTUAL FUND INVESTING

These common sense rules are followed by many successful investors. They make
sense for beginners, too. If you have a question on these principles, or would
like to discuss them with us, please contact us at 800-368-3863.

1. HAVE A PLAN - even a simple plan can help you take control of your
financial future. Review your plan once a year, or if your circumstances
change.

2. START INVESTING AS SOON AS POSSIBLE. Make time a valuable ally. Let it
put the power of compounding to work for you, while helping to reduce your
potential investment risk.

3. DIVERSIFY YOUR PORTFOLIO. By investing in different asset classes -
stocks, bonds, and cash - you help protect against poor performance in one
type of investment while including investments most likely to help you achieve
your important goals.

4. INVEST REGULARLY. Investing is a process, not a one-time event. By
investing regularly over the long term, you reduce the impact of short-term
market gyrations, and you attend to your long-term plan before you're tempted
to spend those assets on short-term needs.

5. MAINTAIN A LONG-TERM PERSPECTIVE. For most individuals, the best
discipline is staying invested as market conditions change. Reactive,
emotional investment decisions are all too often a source of regret - and
principal loss.

6. CONSIDER STOCKS TO HELP ACHIEVE MAJOR LONG-TERM GOALS. Over time,
stocks have provided the more powerful returns needed to help the value of
your investments stay well ahead of inflation.

7. KEEP A COMFORTABLE AMOUNT OF CASH IN YOUR PORTFOLIO. To meet current
needs, including emergencies, use a money market fund or a bank account - not
your long-term investment assets.

8. KNOW WHAT YOU'RE BUYING. Make sure you understand the potential risks
and rewards associated with each of your investments. Ask questions... request
information...make up your own mind. And choose a fund company that helps you
make informed investment decisions.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 100 East Wisconsin Avenue, Milwaukee, Wisconsin
53202, are the independent accountants for the Fund, providing audit services
and assistance and consultation with respect to the preparation of filings
with the SEC.

LEGAL COUNSEL

Godfrey & Kahn, S.C., 780 North Water Street, Milwaukee, Wisconsin 53202,
acts as legal counsel for the Fund.

43
<PAGE>

FINANCIAL STATEMENTS

The Annual Report for the Fund that is attached to this SAI contains the
following audited financial information:

1. Schedule of Investments in Securities.
2. Statement of Operations.
3. Statement of Assets and Liabilities.

4. Statements of Changes in Net Assets.

5. Notes to Financial Statements.
6. Financial Highlights.
7. Report of Independent Accountants.

44
<PAGE>

APPENDIX - DEFINITION OF BOND RATINGS

STANDARD & POOR'S ISSUE CREDIT RATINGS

A Standard & Poor's issue credit rating is a current opinion of the
creditworthiness of an obligor with respect to a specific financial
obligation, a specific class of financial obligations, or a specific financial
program (including ratings on medium-term note programs and commercial paper
programs). It takes into consideration the creditworthiness of guarantors,
insurers, or other forms of credit enhancement of the obligation and takes
into account the currency in which the obligation is denominated. The issue
credit rating is not a recommendation to purchase, sell, or hold a financial
obligation, inasmuch as it does not comment as to market price or suitability
for a particular investor.

Issue credit ratings are based on current information furnished by the
obligors or obtained by Standard & Poor's from other sources it considers to
be reliable. Standard & Poor's does not perform an audit in connection with
any credit rating and may, on occasion, rely on unaudited financial
information. Credit ratings may be changed, suspended, or withdrawn as a
result of changes in, or unavailability of, such information, or based on
other circumstances.

Issue credit ratings can be either long-term or short-term. Short-term
ratings are generally assigned to those obligations considered short-term in
the relevant market. In the U.S., for example, that means obligations with an
original maturity of no more than 365 days - including commercial paper.
Short-term ratings are also used to indicate the creditworthiness of an
obligor with respect to put features on long-term obligations. The result is
a dual rating, in which the short-term rating addresses the put feature, in
addition to the usual long-term rating. Medium-term notes are assigned
long-term ratings.

Issue credit ratings are based, in varying degrees, on the following
considerations:

1. Likelihood of payment capacity and willingness of the obligor to meet
its financial commitment on an obligation in accordance with the terms of the
obligation.

2. Nature of and provisions of the obligation.

3. Protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization, or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.

The issue rating definitions are expressed in terms of default risk. As such,
they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority
in bankruptcy, as noted above. (Such differentiation applies when an entity
has both senior and subordinated obligations, secured and unsecured
obligations, or operating company and holding company obligations.)
Accordingly, in the case of junior debt, the rating may not conform exactly
with the category definition.

'AAA'

An obligation rated 'AAA' has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is EXTREMELY STRONG.

'AA'

An obligation rated 'AA' differs from the highest rated obligations only in
small degree. The obligor's capacity to meet its financial commitment on the
obligation is VERY STRONG.

'A'

An obligation rated 'A' is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in higher
rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still STRONG.

45
<PAGE>

'BBB'

An obligation rated 'BBB' exhibits ADEQUATE protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity of the obligor to meet its financial commitment on the
obligation.

Obligations rated 'BB', 'B', 'CCC', 'CC' and 'C' are regarded as having
significant speculative characteristics. 'BB' indicates the least degree of
speculation and 'C' the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.

'BB'

An obligation rated 'BB' is LESS VULNERABLE to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.

'B'

An obligation rated 'B' is MORE VULNERABLE to nonpayment than obligations
rated 'BB', but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet
its financial commitment on the obligation.

'CCC'

An obligation rated 'CCC' is CURRENTLY VULNERABLE to nonpayment, and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.

'CC'

An obligation rated 'CC' is CURRENTLY HIGHLY VULNERABLE to nonpayment.

'C'

The 'C' rating may be used to cover a situation where a bankruptcy petition
has been filed or similar action has been taken, but payments on this
obligation are being continued.

'D'

An obligation rated 'D' is in payment default. The 'D' rating category is used
when payments on an obligation are not made on the date due, even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grade period. The 'D' rating also will
be used upon the filing of a bankruptcy petition or the taking of a similar
action if payments on an obligation are jeopardized.

46
<PAGE>

MOODY'S LONG-TERM DEBT RATINGS

Aaa - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risk appear somewhat larger than in Aaa
securities.

A - Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may
be present which suggest a susceptibility to impairment some time in the
future.

Baa - Bonds which are rated Baa are considered as medium-grade obligations
(I.E., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

Ba - Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.

Ca - Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

FITCH IBCA, INC. ("FITCH") LONG-TERM NATIONAL CREDIT RATINGS

AAA

Obligations which have the highest rating assigned by Fitch on its national
rating scale for that country. This rating is automatically assigned to all
obligations issued or guaranteed by the sovereign state. Capacity for timely
repayment of principal and interest is extremely strong, relative to other
obligors in the same country.

Obligations for which capacity for timely repayment of principal and interest
is very strong relative to other obligors in the same country. The risk
attached to these obligations differs only slightly from the country's highest
rated debt.

47
<PAGE>

Obligations for which capacity for timely repayment of principal and interest
is strong relative to other obligors in the same country. However, adverse
changes in business, economic or financial conditions are more likely to
affect the capacity for timely repayment than for obligations in higher rated
categories.

BBB

Obligations for which capacity for timely repayment of principal and interest
is adequate relative to other obligors in the same country. However, adverse
changes in business, economic or financial conditions are more likely to
affect the capacity for timely repayment than for obligations in higher rated
categories.

Obligations for which capacity for timely repayment of principal and interest
is uncertain relative to other obligors in the same country. Within the
context of the country, these obligations are speculative to some degree and
capacity for timely repayment remains susceptible over time to adverse changes
in business, financial or economic conditions.

Obligations for which capacity for timely repayment of principal and interest
is uncertain relative to other obligors in the same country. Timely repayment
of principal and interest is not sufficiently protected against adverse
changes in business, economic or financial conditions and these obligations
are more speculative than those in higher rated categories.

CCC

Obligations for which there is a current perceived possibility of default
relative to other obligors in the same country. Timely repayment of principal
and interest is dependent on favorable business, economic or financial
conditions and these obligations are far more speculative than those in higher
rated categories.

Obligations which are highly speculative relative to other obligors in the
same country or which have a high risk of default.

Obligations which are currently in default.

DUFF & PHELPS, INC. LONG-TERM DEBT AND PREFERRED STOCK RATING SCALE

Rating Definition

AAA Highest credit quality. The risk factors are negligible, being only
slightly more
than for risk-free U.S. Treasury debt.

AA+ High credit quality. Protection factors are strong. Risk is modest
but may
AA vary slightly from time to time because of economic conditions.
AA-

A+ Protection factors are average but adequate. However, risk factors are
more
A variable in periods of greater economic stress.
A-

48
<PAGE>

BBB+ Below-average protection factors but still considered sufficient for
prudent
BBB investment. Considerable variability in risk during economic cycles.
BBB-

BB+ Below investment grade but deemed likely to meet obligations when due.

BB Present or prospective financial protection factors fluctuate according
to
BB- industry conditions. Overall quality may move up or down frequently
within this category.

B+ Below investment grade and possessing risk that obligations will not be
met
B when due. Financial protection factors will fluctuate widely according
to
B- economic cycles, industry conditions and/or company fortunes.
Potential
exists for frequent changes in the rating within this category or into a
higher
or lower rating grade.

CCC Well below investment-grade securities. Considerable uncertainty
exists as to
timely payment of principal, interest or preferred dividends. Protection
factors
are narrow and risk can be substantial with unfavorable economic/industry

conditions, and/or with unfavorable company developments.

DD Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or
interest payments.

DP Preferred stock with dividend arrearages.

THOMSON BANKWATCH LONG-TERM DEBT RATINGS

Long-Term Debt Ratings assigned by Thomson BankWatch ALSO WEIGH HEAVILY
GOVERNMENT OWNERSHIP AND SUPPORT. The quality of both the company's
management and franchise are of even greater importance in the Long-Term Debt
Rating decisions. Long-Term Debt Ratings look out over a cycle and are not
adjusted frequently for what it believes are short-term performance
aberrations.

Long-Term Debt Ratings can be restricted to local currency debt - ratings will
be identified by the designation LC. In addition, Long-Term Debt Ratings may
include a plus (+) or minus (-) to indicate where within the category the
issue is placed. BankWatch Long-Term Debt Ratings are based on the following
scale:

INVESTMENT GRADE

AAA (LC-AAA) - Indicates that the ability to repay principal and interest on a
timely basis is extremely high.

AA (LC-AA) - Indicates a very strong ability to repay principal and interest
on a timely basis, with limited incremental risk compared to issues rated in
the highest category.

A (LC-A) - Indicates the ability to repay principal and interest is strong.
Issues rated A could be more vulnerable to adverse developments (both internal
and external) than obligations with higher ratings.

BBB (LC-BBB) - The lowest investment-grade category; indicates an acceptable
capacity to repay principal and interest. BBB issues are more vulnerable to
adverse developments (both internal and external) than obligations with higher
ratings.

NON-INVESTMENT GRADE - may be speculative in the likelihood of timely
repayment of principal and interest

BB (LC-BB) - While not investment grade, the BB rating suggests that the
likelihood of default is considerably less than for lower-rated issues.
However, there are significant uncertainties that could affect the ability to
adequately service debt obligations.

49
<PAGE>

B (LC-B) - Issues rated B show a higher degree of uncertainty and therefore
greater likelihood of default than higher-rated issues. Adverse developments
could negatively affect the payment of interest and principal on a timely
basis.

CCC (LC-CCC) - Issues rated CCC clearly have a high likelihood of default,
with little capacity to address further adverse changes in financial
circumstances.

CC (LC-CC) - CC is applied to issues that are subordinate to other obligations
rated CCC and are afforded less protection in the event of bankruptcy or
reorganization.

D (LC-D) - Default.

SHORT-TERM RATINGS

STANDARD & POOR'S SHORT-TERM ISSUE CREDIT RATINGS

'A-1'

A short-term obligation rated 'A-1' is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity
to meet its financial commitment on these obligations is extremely strong.

'A-2'

A short-term obligation rated 'A-2' is somewhat more susceptible to the averse
effects of changes in circumstances and economic conditions than obligations
in higher rating categories. However, the obligor's capacity to meet its
financial commitment on the obligation is satisfactory.

'A-3'

A short-term obligation rated 'A-3' exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.

'B'

A short-term obligation rated 'B' is regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet
its financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet
its financial commitment on the obligation.

'C'

A short-term obligation rated 'C' is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.

'D'

A short-term obligation rated 'D' is in payment default. The 'D' rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The 'D'
rating also will be used upon the filing of a bankruptcy petition or the
taking of a similar action if payments on an obligation are jeopardized.

50
<PAGE>

MOODY'S SHORT-TERM DEBT RATINGS

Moody's short-term debt ratings are opinions of the ability of issuers to repay
punctually senior debt obligations. These obligations have an original
maturity not exceeding one year, unless explicitly noted.

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

PRIME - 1 Issuers rated Prime-1 (or supporting institutions) have a
superior ability for repayment of senior short-term Debt
obligations. Prime-1 repayment ability will often be evidenced by many of the
following characteristics:
- - Leading market positions in well-established industries.
- - High rates of return on funds employed.
- - Conservative capitalization structure with moderate reliance on debt and
ample asset protection.
- - Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
- - Well-established access to a range of financial markets and assured sources
of alternate liquidity.

PRIME - 2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations.
This will normally be evidenced by many of the characteristics cited above, but
to a lesser degree. Earnings trends and coverage ratios, while
sound, may be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.

PRIME - 3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term
obligations. The effect of industry characteristics and market compositions
may be more pronounced. Variability in earnings and
profitability may result in changes in the level of debt protection
measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.

NOT PRIME Issuers rated Not Prime do not fall within any of the Prime
rating categories.

FITCH IBCA, INC. ("FITCH") SHORT-TERM NATIONAL CREDIT RATINGS

Obligations assigned this rating have the highest capacity for timely repayment
under Fitch's national rating scale for that country, relative to other
obligations in the same country. This rating is automatically assigned to all
obligations issued or guaranteed by the sovereign state. Where issues possess
a particularly strong credit feature, a "+" is added to the assigned rating.

Obligations supported by a strong capacity for timely repayment relative to
other obligors in the same country. However, the relative degree of risk is
slightly higher than for issues classified as 'A1' and capacity for timely
repayment may be susceptible to adverse changes in business, economic, or
financial conditions.

Obligations supported by an adequate capacity for timely repayment relative to
other obligors in the same country. Such capacity is more susceptible to
adverse changes in business, economic, or financial conditions than for
obligations in higher categories.

51
<PAGE>

Obligations for which the capacity for timely repayment is uncertain relative
to other obligors in the same country. The capacity for timely repayment is
susceptible to adverse changes in business, economic, or financial conditions.

Obligations for which there is a high risk of default to other obligors in the
same country or which are in default.

DUFF & PHELPS, INC. SHORT-TERM DEBT RATINGS

RATING: DEFINITION

HIGH GRADE

D-1+ Highest certainty of timely payment. Short-term liquidity, including
internal operating factors and/or access to alternative sources of funds, is
outstanding, and safety is just below risk-free U.S. Treasury short-term
obligations.

D-1 Very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are minor.

D-1- High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very small.

GOOD GRADE

D-2 Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small.

SATISFACTORY GRADE

D-3 Satisfactory liquidity and other protection factors qualify issues as
to investment grade. Risk factors are larger and subject to more variation.
Nevertheless, timely payment is expected.

NON-INVESTMENT GRADE

D-4 Speculative investment characteristics. Liquidity is not sufficient to
insure against disruption in debt service. Operating factors and market access
may be subject to a high degree of variation.

DEFAULT

D-5 Issuer failed to meet scheduled principal and/or interest
payments.

52
<PAGE>

THOMSON BANKWATCH (TBW) SHORT-TERM RATINGS

TBW assigns Short-Term Debt Ratings to specific debt instruments with original
maturities of one year or less.

TBW-1 (LC-1) The highest category; indicates a very high likelihood that
principal and interest will be paid on a timely basis.

TBW-2 (LC-2) The second-highest category; while the degree of safety regarding
timely repayment of principal and interest is strong, the relative degree of
safety is not as high as for issues rated TBW-1.

TBW-3 (LC-3) The lowest investment-grade category; indicates that while the
obligation is more susceptible to adverse developments (both internal and
external) than those with higher ratings, the capacity to service principal and
interest in a timely fashion is considered adequate.

TBW-4 (LC-4) The lowest rating category; this rating is regarded as
non-investment grade and therefore speculative.

53
<PAGE>

THE STRONG
INTERNATIONAL STOCK FUND II

PROSPECTUS MAY 1, 2000

1
<PAGE>

TABLE OF CONTENTS
What are the fund's goals?.....................................................1
What are the fund's principal investment strategies?...........................1
What are the main risks of investing in the fund?..............................1
Who are the fund's investment advisor and portfolio manager?...................2
Financial Highlights...........................................................2
Variable Annuity and Variable Life Insurance Contracts.........................2
Share Price....................................................................3
Buying Shares..................................................................3
Selling Shares.................................................................3
Distribution and Tax Policies..................................................3
Reserved Rights................................................................3
For More Information..................................................Back Cover

IN THIS PROSPECTUS, "WE" REFERS TO STRONG CAPITAL MANAGEMENT, INC., THE
INVESTMENT ADVISOR, ADMINISTRATOR, AND TRANSFER AGENT FOR THE STRONG FUNDS.

2
<PAGE>

WHAT ARE THE FUND'S GOALS?

The STRONG INTERNATIONAL STOCK FUND II seeks capital growth.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The INTERNATIONAL STOCK FUND II selects stocks from any foreign country. The
manager seeks stocks that appear to have strong growth potential relative to
their risk using a three-step investment process involving country allocation,
intensive in-house research, and currency management. The manager examines the
economic outlook of individual countries in determining whether to invest and
chooses individual stocks based on rigorous, in-depth analysis which may
include interviews with company leaders. When a stock's negative factors
outweigh its positive ones, the manager may sell it.

The manager may invest any amount in cash or cash-type securities
(high-quality, short-term debt securities issued by corporations, financial
institutions, the U.S. government, or foreign governments) as a temporary
defensive position to avoid losses during adverse market conditions. This
could reduce the benefit to the fund if the market goes up. In this case, the
fund may not achieve its investment goal.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

STYLE INVESTING: Different types of stocks tend to shift into and out of favor
with stock market investors depending on market and economic conditions.
Because the fund focuses on stocks selected in accordance with the fund's goal
and investment strategies, the fund's performance may at times be better or
worse than the performance of funds that focus on other types of stocks or that
have a broader investment style.

FOREIGN SECURITIES: The fund invests predominantly in securities from foreign
markets. Foreign investments involve additional risks including currency-rate
fluctuations, political and economic instability, differences in financial
reporting standards, and less-strict regulation of securities markets. These
risks are greater in less-established, emerging markets. Other risks of
emerging foreign markets include, smaller securities markets and lower trading
volumes which may lead to greater price volatility, national policies
restricting investment opportunities, and less developed legal and accounting
structures governing investments.

SMALLER AND MEDIUM COMPANIES: The fund invests a substantial portion of its
assets in the stocks of smaller-capitalization companies. Small- and
medium-capitalization companies often have narrower markets and more limited
managerial and financial resources than larger, more established companies. As
a result, their performance can be more volatile and they face greater risk of
business failure, which could increase the volatility of the fund's portfolio.
Generally, the smaller the company size, the greater these risks.

3
<PAGE>

CALENDAR YEAR TOTAL RETURNS

<TABLE>
<CAPTION>
<S> <C>
Year International
Stock Fund II
- ------- -------------
1996 10.4%
- ------- -------------
1997 -13.5%
- ------- -------------
1998 -4.8%
- ------- -------------
1999 87.2%
- ------- -------------
</TABLE>

BEST AND WORST QUARTERLY PERFORMANCE

(DURING THE PERIODS SHOWN ABOVE)

<TABLE>
<CAPTION>
<S> <C>
Best quarter return: 54.3% (4th Q 1999) Worst quarter return: -18.6% (3rd Q 1998)
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS

AS OF 12-31-99

FUND/INDEX 1-YEAR SINCE INCEPTION
INTERNATIONAL STOCK FUND II 87.20% 14.20% (10-20-95)
MSCI EAFE Index 26.96% 13.87%
Lipper International Funds Index 37.83% 17.49%

THE MORGAN STANLEY CAPITAL INTERNATIONAL EUROPE, AUSTRALASIA, AND FAR EAST
INDEX (MSCI EAFE) IS AN UNMANAGED INDEX GENERALLY REPRESENTATIVE OF MAJOR
OVERSEAS STOCK MARKETS. MSCI EAFE DATA IS U.S. DOLLAR ADJUSTED. THE LIPPER
INTERNATIONAL FUNDS INDEX IS AN EQUALLY-WEIGHTED PERFORMANCE INDEX OF THE
LARGEST QUALIFYING FUNDS IN THIS LIPPER CATEGORY.

Recent returns for the fund were primarily achieved during favorable conditions
in the market. You should not expect that such favorable returns can be
consistently achieved.

WHO ARE THE FUND'S INVESTMENT ADVISOR AND PORTFOLIO MANAGER?

Strong Capital Management, Inc. (Strong) is the investment advisor for the
fund. Strong provides investment management services for mutual funds and other
investment portfolios representing assets, as of February 29, 2000, of over $42
billion. Strong began conducting business in 1974. Since then, its principal
business has been providing investment advice for individuals and institutional
accounts, such as pension and profit-sharing plans, as well as mutual funds,
several of which are available through variable insurance products. Strong's
address is P.O. Box 2936, Milwaukee, WI 53201.

As compensation for its advisory services, the fund pays Strong a monthly
management fee at an annual rate of 1.00% of the fund's average daily net asset
value.

DAVID LUI manages the fund. He has over seven years of investment experience
and is a Chartered Financial Analyst. Mr. Lui joined Strong as a portfolio
manager in May 1998 and has managed the fund since then. For three years prior
to joining Strong, he served as a Vice President at Phoenix Investment Partners
and international portfolio manager of five funds, including the Phoenix
International Portfolio and the Phoenix Worldwide Opportunities Fund. From
1993 to 1995, Mr. Lui was Vice President of Asian Equities at Alliance Capital
Management. From 1990 to 1993, he was an Associate of Global Markets at
Bankers Trust. In 1982, he received his bachelors degree in Electrical
Engineering from Massachusetts Institute of Technology which he achieved in
three years. He received his Masters of Business Administration from Stanford
University in 1990 where he graduated as an Arjay Miller Scholar. He is fluent
in English, French, and Chinese.

4
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
SELECTED PER-SHARE DATA (a) 1999 1998 1997 1996 1995(b)
Net Asset Value,
Beginning of Period $8.78 $9.32 $11.23 $10.22 $10.00
Income From Investment Operations:
Net Investment Income (Loss) (0.01) 0.03 0.06 0.03 0.01
Net Realized and Unrealized
Gains (Losses) on Investments 7.64 (0.46) (1.50) 1.03 0.25
Total from Investment
Operations 7.63 (0.43) (1.44) 1.06 0.26
Less Distributions:
From Net Investment Income (0.04) (0.11) (0.06) (0.03) (0.01)
In Excess of Net
Investment Income - - (0.12) (0.02) (0.03)
From Net Realized Gains - - (0.29) - -
Total Distributions (0.04) (0.11) (0.47) (0.05) (0.04)
Net Asset Value,
End of Period $16.37 $8.78 $9.32 $11.23 $10.22
RATIOS AND SUPPLEMENTAL DATA
Total Return +87.2% -4.8% -13.5% +10.4% +2.6%
Net Assets, End of Period
(In Millions) $125 $47 $60 $75 $2
Ratio of Expenses to Average
Net Assets without Fees Paid
Indirectly by Advisor 1.3% 1.6% 1.5% 1.9% 2.0%*
Ratio of Expenses to
Average Net Assets 1.2% 1.6% 1.5% 1.9% 2.0%*
Ratio of Net Investment
Income (Loss) to Average
Net Assets (0.2%) 0.3% 0.6% 0.4% 1.0%*
Portfolio Turnover Rate 80.8% 255.2% 169.2% 126.0% 26.9%
</TABLE>

* Calculated on an annualized basis.
(a) Information presented relates to a share of capital stock of the
fund outstanding for the entire period.
(b) For the period from October 10, 1997 (inception) to December 31, 1997.

VARIABLE ANNUITY AND VARIABLE LIFE INSURANCE CONTRACTS

SHARE PRICE

((Side Box))

<TABLE>
<CAPTION>
<S> <C>
We determine a fund's share price or NAV by dividing net assets
(the value of its investments, cash, and other assets minus its
liabilities) by the number of shares outstanding.
- ---------------------------------------------------------------
</TABLE>

FOREIGN SECURITIES

4
<PAGE>

in the fund's NAV. These events will be reflected in the fund's NAV when we,
under the supervision of the Board of Directors of the Strong Funds, determine
that they would have a material effect on the fund's NAV.

BUYING SHARES

Only separate accounts established and maintained by insurance companies for
purposes of funding variable annuity and variable life insurance contracts may
invest in the fund. For instructions on how to direct a separate account to
purchase shares in the fund, please refer to the prospectus of the insurance
company's separate account. The fund does not impose any sales charge or 12b-1
fee. Sales charges may apply to the variable annuity or variable life insurance
contract, which should be described in the prospectus of the insurance
company's separate account. The fund may decline to accept a purchase order
upon receipt when, in Strong's judgment, it would not be in the best interest
of the existing shareholders to accept the order. Shares of the fund will be
sold at the net asset value next determined after receipt by the fund of a
purchase order in proper form placed by an insurance company investing in the
fund.

SELLING SHARES

DISTRIBUTION AND TAX POLICIES

RESERVED RIGHTS

We reserve the right to:

- - Reject any purchase request for any reason. Generally, we do this if the
purchase is disruptive to the efficient management of a fund.

- - Delay sending out redemption proceeds for up to seven days (this generally
only applies to very large redemptions without notice, or during unusual
market conditions).

6
<PAGE>

- - Reject any purchase or redemption request that does not contain all required
documentation.

FOR MORE INFORMATION

More information is available upon request at no charge, including:

To request information or to ask questions:

BY TELEPHONE FOR HEARING-IMPAIRED (TDD)

800-368-1683 800-999-2780

BY MAIL BY OVERNIGHT DELIVERY
Strong Funds Strong Funds
P.O. Box 2936 900 Heritage Reserve

Milwaukee, WI 53201-2936 Menomonee Falls, WI 53051

ON THE INTERNET BY E-MAIL

View on-line or download documents: [email protected]

Strong Funds: WWW.ESTRONG.COM

SEC*: www.sec.gov

This prospectus is not an offer to sell securities in places other than the
United States and its territories.

Strong International Stock Fund II, a series of Strong Variable Insurance
Funds, Inc., SEC file number 811-6553

7
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION ("SAI")

STRONG INTERNATIONAL STOCK FUND II, A SERIES FUND OF STRONG VARIABLE INSURANCE
FUNDS, INC.

P.O. Box 2936
Milwaukee, Wisconsin 53201
Toll-Free: (800) 368-1683

May 1, 2000

1
<PAGE>

TABLE OF CONTENTS PAGE

INVESTMENT RESTRICTIONS........................................................3
INVESTMENT POLICIES AND TECHNIQUES.............................................5
Strong International Stock Fund II.............................................5
Borrowing......................................................................5
Cash Management................................................................5
Convertible Securities.........................................................5
Debt Obligations...............................................................6
Depositary Receipts............................................................6
Derivative Instruments.........................................................7
Foreign Investment Companies..................................................16
Foreign Securities............................................................16
High-Yield (High-Risk) Securities.............................................16
Illiquid Securities...........................................................18
Lending of Portfolio Securities...............................................19
Mortgage- and Asset-Backed Debt Securities....................................19
Participation Interests.......................................................20
Repurchase Agreements.........................................................20
Reverse Repurchase Agreements and Mortgage Dollar Rolls.......................20
Short Sales...................................................................21
Small and Medium Companies....................................................21
Standby Commitments...........................................................21
U.S. Government Securities....................................................22
Warrants......................................................................22
When-Issued and Delayed-Delivery Securities...................................22
Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities..........................22
DIRECTORS AND OFFICERS........................................................23
PRINCIPAL SHAREHOLDERS........................................................25
INVESTMENT ADVISOR............................................................25
DISTRIBUTOR...................................................................28
PORTFOLIO TRANSACTIONS AND BROKERAGE..........................................28
CUSTODIAN.....................................................................31
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT..................................31
ADMINISTRATIVE SERVICES.......................................................31
TAXES.........................................................................32
DETERMINATION OF NET ASSET VALUE..............................................34
ADDITIONAL SHAREHOLDER INFORMATION............................................35
ORGANIZATION..................................................................35
SHAREHOLDER MEETINGS..........................................................36
PERFORMANCE INFORMATION.......................................................36
GENERAL INFORMATION...........................................................39
INDEPENDENT ACCOUNTANTS.......................................................40
LEGAL COUNSEL.................................................................40
FINANCIAL STATEMENTS..........................................................40
APPENDIX - DEFINITION OF BOND RATINGS.........................................41

2
<PAGE>

INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT LIMITATIONS

Unless indicated otherwise below, the Fund:

3. May not issue senior securities, except as permitted under the 1940 Act.

3
<PAGE>

NON-FUNDAMENTAL OPERATING POLICIES

The following are the Fund's non-fundamental operating policies which may be
changed by the Fund's Board of Directors without shareholder approval.

Unless indicated otherwise below, the Fund may not:

4. Purchase securities of other investment companies except in compliance
with the 1940 Act and applicable state law.

5. Invest all of its assets in the securities of a single open-end
investment management company with substantially the same fundamental
investment objective, restrictions and policies as the Fund.

7. Borrow money except (1) from banks or (2) through reverse repurchase
agreements or mortgage dollar rolls, and will not purchase securities when bank
borrowings exceed 5% of its total assets.

8. Make any loans other than loans of portfolio securities, except through
(1) purchases of debt securities or other debt instruments, or (2) engaging in
repurchase agreements.

4
<PAGE>

INVESTMENT POLICIES AND TECHNIQUES

STRONG INTERNATIONAL STOCK FUND II

- - The Fund will invest at least 65% of its total assets in foreign equity
securities, including common stocks, preferred stocks, and securities that
are convertible into common or preferred stocks, such as warrants and
convertible bonds, that are issued by companies whose principal headquarters
are located outside the U.S.

- - Under normal market conditions, the Fund expects to invest at least 90% of
its net assets in foreign equity securities. The Fund may, however, invest
up to 35% of its total assets in equity securities of U.S. issuers or debt
obligations, including debt obligations of U.S. issuers or foreign-government
entities. When the Advisor determines that market conditions warrant a
temporary defensive position, the Fund may invest without limitation in cash
(U.S. dollars, foreign currencies, or multicurrency units) and short-term
fixed income securities.

- - The Fund may invest up to 5% of its net assets in non-investment-grade debt
obligations.

The following information supplements the discussion of the Fund's investment
objective, policies, and techniques described in the Prospectus.

BORROWING

CASH MANAGEMENT

CONVERTIBLE SECURITIES

5
<PAGE>

common stock). The investment value of a convertible security is influenced by
changes in interest rates, with investment value declining as interest rates
increase and increasing as interest rates decline. The credit standing of the
issuer and other factors also may have an effect on the convertible security's
investment value. The conversion value of a convertible security is determined
by the market price of the underlying common stock. If the conversion value is
low relative to the investment value, the price of the convertible security is
governed principally by its investment value. Generally, the conversion value
decreases as the convertible security approaches maturity. To the extent the
market price of the underlying common stock approaches or exceeds the
conversion price, the price of the convertible security will be increasingly
influenced by its conversion value. A convertible security generally will sell
at a premium over its conversion value by the extent to which investors place
value on the right to acquire the underlying common stock while holding a fixed
income security.

DEBT OBLIGATIONS

DEPOSITARY RECEIPTS

6
<PAGE>

DERIVATIVE INSTRUMENTS

HEDGING. The Fund may use derivative instruments to protect against possible
adverse changes in the market value of securities held in, or are anticipated
to be held in, its portfolio. Derivatives may also be used to "lock-in"
realized but unrecognized gains in the value of its portfolio securities.
Hedging strategies, if successful, can reduce the risk of loss by wholly or
partially offsetting the negative effect of unfavorable price movements in the
investments being hedged. However, hedging strategies can also reduce the
opportunity for gain by offsetting the positive effect of favorable price
movements in the hedged

7
<PAGE>

investments. To the extent that a hedge matures prior to or after the
disposition of the investment subject to the hedge, any gain or loss on the
hedge will be realized earlier or later than any offsetting gain or loss on the
hedged investment.

8
<PAGE>

9
<PAGE>

10
<PAGE>

An interest rate futures contract provides for the future sale by one party
and purchase by another party of a specified amount of a specific financial
instrument (E.G., debt security) for a specified price at a designated date,
time, and place. An index futures contract is an agreement pursuant to which
the parties agree to take or make delivery of an amount of cash equal to the
difference between the value of the index at the close of the last trading day
of the contract and the price at which the index futures contract was
originally written. Transaction costs are incurred when a futures contract is
bought or sold and margin deposits must be maintained. A futures contract may
be satisfied by delivery or purchase, as the case may be, of the instrument or
by payment of the change in the cash value of the index. More commonly,
futures contracts are closed out prior to delivery by entering into an
offsetting transaction in a matching futures contract. Although the value of
an index might be a function of the value of certain specified securities, no
physical delivery of those securities is made. If the offsetting purchase
price is less than the original sale price, the Fund realizes a gain; if it is
more, the Fund realizes a loss. Conversely, if the offsetting sale price

11
<PAGE>

is more than the original purchase price, the Fund realizes a gain; if it is
less, the Fund realizes a loss. The transaction costs must also be included in
these calculations. There can be no assurance, however, that the Fund will be
able to enter into an offsetting transaction with respect to a particular
futures contract at a particular time. If the Fund is not able to enter into
an offsetting transaction, the Fund will continue to be required to maintain
the margin deposits on the futures contract.

FOREIGN CURRENCIES. The Fund may purchase and sell foreign currency on a spot
basis, and may use currency-related derivatives instruments such as options on
foreign currencies, futures on foreign currencies, options on futures on
foreign currencies and forward currency contracts (I.E., an obligation to
purchase or sell a specific currency at a specified future date, which may be
any fixed number of days from the contract date agreed upon by the parties, at
a price set at the time the contract is entered into). The Fund may use these
instruments for hedging or any other lawful purpose consistent with the Fund's

12
<PAGE>

investment objective, including transaction hedging, anticipatory hedging,
cross hedging, proxy hedging, and position hedging. The Fund's use of
currency-related derivative instruments will be directly related to the Fund's
current or anticipated portfolio securities, and the Fund may engage in
transactions in currency-related derivative instruments as a means to protect
against some or all of the effects of adverse changes in foreign currency
exchange rates on its investment portfolio. In general, if the currency in
which a portfolio investment is denominated appreciates against the U.S.
dollar, the dollar value of the security will increase. Conversely, a decline
in the exchange rate of the currency would adversely affect the value of the
portfolio investment expressed in U.S. dollars.

13
<PAGE>

or futures markets are closed while the markets for the underlying currencies
remain open, significant price and rate movements might take place in the
underlying markets that cannot be reflected in the markets for the derivative
instruments until they re-open.

14
<PAGE>

similar assets. As a result, if a large portion of the Fund's assets are so
set aside, this could impede portfolio management or the Fund's ability to meet
redemption requests or other current obligations.

15
<PAGE>

counterparty. Certain restrictions imposed on the Fund by the Internal Revenue
Code of 1986 ("IRC") may limit the Fund's ability to use swap agreements. The
swaps market is largely unregulated.

16
<PAGE>

FOREIGN INVESTMENT COMPANIES

FOREIGN SECURITIES

Foreign markets also have different clearance and settlement procedures, and
in certain markets there have been times when settlements have failed to keep
pace with the volume of securities transactions, making it difficult to
conduct such transactions. Delays in settlement could result in temporary
periods when assets of the Fund are uninvested and are earning no investment
return. The inability of the Fund to make intended security purchases due to
settlement problems could cause the Fund to miss investment opportunities.
Inability to dispose of a portfolio security due to settlement problems could
result either in losses to the Fund due to subsequent declines in the value of
such portfolio security or, if the Fund has entered into a contract to sell
the security, could result in possible liability to the purchaser.

HIGH-YIELD (HIGH-RISK) SECURITIES

17
<PAGE>

CREDIT RATINGS. Credit ratings issued by credit rating agencies are designed
to evaluate the safety of principal and interest payments of rated securities.
They do not, however, evaluate the market value risk of lower-quality
securities and, therefore, may not fully reflect the true risks of an
investment. In addition, credit rating agencies may or may not make timely
changes in a rating to reflect changes in the economy or in the condition of
the issuer that affect the market value of the security. Consequently, credit
ratings are used only as a preliminary indicator of investment quality.
Investments in lower-quality and comparable unrated obligations will be more
dependent on the Advisor's credit analysis than would be the case with
investments in investment-grade debt obligations. The Advisor employs its own
credit research and analysis, which includes a study of existing debt, capital
structure, ability to service debt and to pay dividends, the issuer's
sensitivity to economic conditions, its operating history and the current
trend of earnings. The Advisor continually monitors the investments in the
Fund's portfolio and carefully evaluates whether to dispose of or to retain
lower-quality and comparable unrated securities whose credit ratings or credit
quality may have changed.

18
<PAGE>

represent firm bids of such dealers or prices for actual sales. During periods
of thin trading, the spread between bid and asked prices is likely to increase
significantly. In addition, adverse publicity and investor perceptions,
whether or not based on fundamental analysis, may decrease the values and
liquidity of lower-quality and comparable unrated securities, especially in a
thinly traded market.

ILLIQUID SECURITIES

Restricted securities may be sold only in privately negotiated transactions or
in a public offering with respect to which a registration statement is in
effect under the Securities Act. Where registration is required, the Fund may
be obligated to pay all or part of the registration expenses and a
considerable period may elapse between the time of the decision to sell and
the time the Fund may be permitted to sell a security under an effective
registration statement. If, during such a period, adverse market conditions
were to develop, the Fund might obtain a less favorable price than prevailed
when it decided to sell. Restricted securities will be priced in accordance
with pricing procedures adopted by the Board of Directors of the Fund. If
through the appreciation of restricted securities or the depreciation of
unrestricted securities the Fund should be in a position where more than 15%
of the value of its net assets are invested in illiquid securities, including
restricted securities which are not readily marketable (except for 144A
Securities and 4(2) commercial paper deemed to be liquid by the Advisor), the
Fund will take such steps as is deemed advisable, if any, to protect the
liquidity of the Fund's portfolio.

19
<PAGE>

LENDING OF PORTFOLIO SECURITIES

MORTGAGE- AND ASSET-BACKED DEBT SECURITIES

20
<PAGE>

mortgage- and asset-backed securities is smaller and less liquid than the
market for government-sponsored mortgage-backed securities.

PARTICIPATION INTERESTS

REPURCHASE AGREEMENTS

The Fund may enter into repurchase agreements with certain banks or non-bank
dealers. In a repurchase agreement, the Fund buys a security at one price,
and at the time of sale, the seller agrees to repurchase the obligation at a
mutually agreed upon time and price (usually within seven days). The
repurchase agreement, thereby, determines the yield during the purchaser's
holding period, while the seller's obligation to repurchase is secured by the
value of the underlying security. The Advisor will monitor, on an ongoing
basis, the value of the underlying securities to ensure that the value always
equals or exceeds the repurchase price plus accrued interest. Repurchase
agreements could involve certain risks in the event of a default or insolvency
of the other party to the agreement, including possible delays or restrictions
upon the Fund's ability to dispose of the underlying securities. Although no
definitive creditworthiness criteria are used, the Advisor reviews the
creditworthiness of the banks and non-bank dealers with which the Fund enters
into repurchase agreements to evaluate those risks. The Fund may, under
certain circumstances, deem repurchase agreements collateralized by U.S.
government securities to be investments in U.S. government securities.

REVERSE REPURCHASE AGREEMENTS AND MORTGAGE DOLLAR ROLLS

21
<PAGE>

enter into an agreement to repurchase the security at a specified future date
and price. The Fund generally retains the right to interest and principal
payments on the security. Since the Fund receives cash upon entering into a
reverse repurchase agreement, it may be considered a borrowing. When required
by guidelines of the SEC, the Fund will set aside permissible liquid assets in
a segregated account to secure its obligations to repurchase the security.

SHORT SALES

SMALL AND MEDIUM COMPANIES

STANDBY COMMITMENTS

22
<PAGE>

Advisor reviews the creditworthiness of the brokers, dealers, and banks from
which the Fund obtains standby commitments to evaluate those risks.

U.S. GOVERNMENT SECURITIES

U.S. government securities are issued or guaranteed by the U.S. government or
its agencies or instrumentalities. Securities issued by the government include
U.S. Treasury obligations, such as Treasury bills, notes, and bonds.
Securities issued by government agencies or instrumentalities include
obligations of the following:
- - the Federal Housing Administration, Farmers Home Administration,
Export-Import Bank of the United States, Small Business Administration, and
the Government National Mortgage Association ("GNMA"), including GNMA
pass-through certificates, whose securities are supported by the full faith
and credit of the United States;
- - the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the
Tennessee Valley Authority, whose securities are supported by the right of
the agency to borrow from the U.S. Treasury;
- - the Federal National Mortgage Association, whose securities are supported by
the discretionary authority of the U.S. government to purchase certain
obligations of the agency or instrumentality; and
- - the Student Loan Marketing Association, the Interamerican Development Bank,
and International Bank for Reconstruction and Development, whose securities
are supported only by the credit of such agencies.
Although the U.S. government provides financial support to such U.S.
government-sponsored agencies or instrumentalities, no assurance can be given
that it will always do so. The U.S. government and its agencies and
instrumentalities do not guarantee the market value of their securities;
consequently, the value of such securities will fluctuate.

WARRANTS

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

To the extent required by the SEC, the Fund will maintain cash and marketable
securities equal in value to commitments for when-issued or delayed-delivery
securities. Such segregated securities either will mature or, if necessary,
be sold on or before the settlement date. When the time comes to pay for
when-issued or delayed-delivery securities, the Fund will meet its obligations
from then-available cash flow, sale of the securities held in the separate
account, described above, sale of other securities or, although it would not
normally expect to do so, from the sale of the when-issued or delayed-delivery
securities themselves (which may have a market value greater or less than the
Fund's payment obligation).

ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES

23
<PAGE>

DIRECTORS AND OFFICERS

*RICHARD S. STRONG (DOB 5/12/42), Director and Chairman of the Board of the
Strong Funds.

MARVIN E. NEVINS (DOB 7/9/18), Director of the Strong Funds.

WILLIE D. DAVIS (DOB 7/24/34), Director of the Strong Funds.

STANLEY KRITZIK (DOB 1/9/30), Director of the Strong Funds.

24
<PAGE>

Mr. Kritzik has been a Partner of Metropolitan Associates since 1962, a
Director of Aurora Health Care since 1987, and Health Network Ventures, Inc.
since 1992.

25
<PAGE>

WILLIAM F. VOGT (DOB 7/19/47), Director and Chairman of the Independent
Directors Committee of the Strong Funds.

NEAL MALICKY (DOB 9/14/34), Director of the Strong Funds.

STEPHEN J. SHENKENBERG (DOB 6/14/58), Vice President and Secretary of the
Strong Funds.

JOHN S. WEITZER (DOB 10/31/67), Vice President of the Strong Funds.

Mr. Weitzer has been Senior Counsel of the Advisor since December 1997. From
July 1993 until December 1997, Mr. Weitzer acted as Associate Counsel to the
Advisor.

THOMAS M. ZOELLER (DOB 2/21/64), Vice President of the Strong Funds.

DENNIS A. WALLESTAD (DOB 11/3/62), Vice President of the Strong Funds.

Mr. Wallestad has been Director of Finance and Operations of the Advisor since
February 1999. From April 1997 to February 1999, Mr. Wallestad was the Chief
Financial Officer of The Ziegler Companies, Inc. From November 1996 to April
1997, Mr. Wallestad was the Chief Administrative Officer of Calamos Asset
Management, Inc. From July 1994 to November 1996, Mr. Wallestad was Chief
Financial Officer for Firstar Trust and Investments Group. From September 1991
to June 1994 and from September 1985 to August 1989, Mr. Wallestad was an Audit
Manager for Arthur Andersen & Co., LLP in Milwaukee. Mr. Wallestad completed a
Masters of Accountancy from the University of Oklahoma from September 1989 to
August 1991.

26
<PAGE>

JOHN W. WIDMER (DOB 1/19/65), Treasurer of the Strong Funds.

RHONDA K. HAIGHT (DOB 11/13/64), Assistant Treasurer of the Strong Funds.

Unless otherwise noted below, as of March 31, 2000, the officers and
directors of the Fund in the aggregate beneficially owned less than 1% of the
Fund's then outstanding shares.

<TABLE>
<CAPTION>
<S> <C> <C>
FUND SHARES PERCENT
- ---- ------ -------
None
</TABLE>

PRINCIPAL SHAREHOLDERS

<TABLE>
<CAPTION>
<S> <C> <C>
NAME AND ADDRESS SHARES PERCENT
- ----------------------------- --------- -------

Nationwide Life Insurance Co. 6,470,729 82.02%
Variable Account II
P.O. Box 182029
Columbus, OH 43218-2029

Nationwide Life Insurance Co. 439,174 5.57%
VLI Separate Account II
P.O. Box 182029
Columbus, OH 43218-2029
</TABLE>

27
<PAGE>

INVESTMENT ADVISOR

The Fund has entered into an Advisory Agreement with Strong Capital
Management, Inc. ("Advisor"). Mr. Strong controls the Advisor due to his
stock ownership of the Advisor. Mr. Strong is the Chairman and a Director of
the Advisor, Mr. Zoeller is Senior Vice President and Chief Financial Officer
of the Advisor, Mr. Wallestad is Senior Vice President of the Advisor, Mr.
Shenkenberg is Vice President, Secretary, Chief Compliance Officer, and Deputy
General Counsel of the Advisor, Mr. Weitzer is Senior Counsel of the Advisor,
Mr. Widmer is Treasurer of the Advisor, and Ms. Haight is Manager of the
Mutual Fund Accounting Department of the Advisor. As of February 29, 2000,
the Advisor had over $42 billion under management.

<TABLE>
<CAPTION>
<S> <C>
FUND ANNUAL RATE
- --------------------------- -----------
International Stock Fund II 1.00%
</TABLE>

The Fund paid the following management fees for the time periods indicated:

<TABLE>
<CAPTION>
<S> <C> <C> <C>
MANAGEMENT FEE
FISCAL YEAR ENDED MANAGEMENT FEE ($) WAIVER ($) AFTER WAIVER ($)
- ----------------- ------------------ ---------- ----------------

12/31/97 762,688 0 762,688
</TABLE>

28
<PAGE>

29
<PAGE>

investment policies (E.G., some accounts may have an active trading strategy
while others follow a "buy and hold" strategy). In managing these accounts,
the Advisor seeks to maximize each account's return, consistent with the
account's investment objectives and investment strategies. While the Advisor's
policies are designed to ensure that over time similarly-situated clients
receive similar treatment, to the maximum extent possible, because of the range
of the Advisor's clients, the Advisor may give advice and take action with
respect to one account that may differ from the advice given, or the timing or
nature of action taken, with respect to another account (the Advisor, its
principals and associates also may take such actions in their personal
securities transactions, to the extent permitted by and consistent with the
Code). For example, the Advisor may use the same investment style in managing
two accounts, but one may have a shorter-term horizon and accept high-turnover
while the other may have a longer-term investment horizon and desire to
minimize turnover. If the Advisor reasonably believes that a particular
security may provide an attractive opportunity due to short-term volatility but
may no longer be attractive on a long-term basis, the Advisor may cause
accounts with a shorter-term investment horizon to buy the security at the same
time it is causing accounts with a longer-term investment horizon to sell the
security. The Advisor takes all reasonable steps to ensure that investment
opportunities are, over time, allocated to accounts on a fair and equitable
basis relative to the other similarly-situated accounts and that the investment
activities of different accounts do not unfairly disadvantage other accounts.

From time to time, the Advisor votes the shares owned by the Fund according to
its Statement of General Proxy Voting Policy ("Proxy Voting Policy"). The
general principal of the Proxy Voting Policy is to vote any beneficial
interest in an equity security prudently and solely in the best long-term
economic interest of the Fund and its beneficiaries considering all relevant
factors and without undue influence from individuals or groups who may have an
economic interest in the outcome of a proxy vote. Shareholders may obtain a
copy of the Proxy Voting Policy upon request from the Advisor.

DISTRIBUTOR

30
<PAGE>

Agreement is subject to the same termination and renewal provisions as are
described above with respect to the Advisory Agreement.

PORTFOLIO TRANSACTIONS AND BROKERAGE

31
<PAGE>

affecting portfolio securities, technical market action, pricing and appraisal
services, credit analysis, risk measurement analysis, performance analysis, and
analysis of corporate responsibility issues. Such research services are
received primarily in the form of written reports, telephone contacts, and
personal meetings with security analysts. In addition, such research services
may be provided in the form of access to various computer-generated data,
computer hardware and software, and meetings arranged with corporate and
industry spokespersons, economists, academicians, and government
representatives. In some cases, research services are generated by third
parties but are provided to the Advisor by or through brokers. Such brokers may
pay for all or a portion of computer hardware and software costs relating to
the pricing of securities.

With respect to the Fund's foreign equity investing, the Advisor is
responsible for selecting brokers in connection with foreign securities
transactions. The fixed commissions paid in connection with most foreign
stock transactions are usually higher than negotiated commissions on U.S.
stock transactions. Foreign stock exchanges and brokers are subject to less
government supervision and regulation as compared with the U.S. exchanges and
brokers. In addition, foreign security settlements may in some instances be
subject to delays and related administrative uncertainties.

32
<PAGE>

The Fund paid the following brokerage commissions for the time periods
indicated:

<TABLE>
<CAPTION>
<S> <C>
FISCAL YEAR ENDED BROKERAGE COMMISSIONS ($)
- ------------------ -------------------------

12/31/97 820,240
12/31/98 844,634
12/31/99 381,182
</TABLE>

Unless otherwise noted below, the Fund has not acquired securities of its
regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act) or
their parents.

33
<PAGE>

For the 1998 fiscal period ended December 31, the Fund's portfolio turnover
rate was 255.2%. This portfolio turnover was higher than anticipated
primarily because of a portfolio management change made during the year.

CUSTODIAN

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

The Advisor acts as transfer agent and dividend-disbursing agent for the Fund
at no cost.

ADMINISTRATIVE SERVICES

34
<PAGE>

TAXES

GENERAL

FOREIGN TRANSACTIONS

35
<PAGE>

enable its shareholders, in effect, to receive the benefit of the foreign tax
credit with respect to any foreign and U.S. possessions income taxes paid by
it. The Fund would treat those taxes as dividends paid to its shareholders and
each shareholder would be required to (1) include in gross income, and treat as
paid by the shareholder, the shareholder's proportionate share of those taxes,
(2) treat the shareholder's share of those taxes and of any dividend paid by
the Fund that represents income from foreign or U.S. possessions sources as the
shareholder's own income from those sources, and (3) either deduct the taxes
deemed paid by the shareholder in computing the shareholder's taxable income
or, alternatively, use the foregoing information in calculating the foreign tax
credit against the shareholder's federal income tax. The Fund will report to
its shareholders shortly after each taxable year their respective shares of its
income from sources within, and taxes paid to, foreign countries and U.S.
possessions if it makes this election.

The Fund holding foreign securities in its investment portfolio maintains its
accounts and calculates its income in U.S. dollars. In general, gain or loss
(1) from the disposition of foreign currencies and forward currency contracts,
(2) from the disposition of foreign-currency-denominated debt securities that
are attributable to fluctuations in exchange rates between the date the
securities are acquired and their disposition date, and (3) attributable to
fluctuations in exchange rates between the time the Fund accrues interest or
other receivables or expenses or other liabilities denominated in a foreign
currency and the time the Fund actually collects those receivables or pays
those liabilities, will be treated as ordinary income or loss. A
foreign-currency-denominated debt security acquired by the Fund may bear
interest at a high normal rate that takes into account expected decreases in
the value of the principal amount of the security due to anticipated currency
devaluations; in that case, the Fund would be required to include the interest
in income as it accrues but generally would realize a currency loss with
respect to the principal only when the principal was received (through
disposition or upon maturity).

DERIVATIVE INSTRUMENTS

36
<PAGE>

ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES

USE OF TAX-LOT ACCOUNTING

DETERMINATION OF NET ASSET VALUE

37
<PAGE>

value of the Fund's foreign investments or the foreign currency exchange rates
occur during such period, the investments will be valued at their fair value as
determined in good faith by or under the direction of the Board of Directors.

ADDITIONAL SHAREHOLDER INFORMATION

REDEMPTION-IN-KIND

ORGANIZATION

The Fund is either a "Corporation" or a "Series" of common stock of a
Corporation, as described in the chart below:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Incorporation Date Series Authorized Par
Corporation Date Created Shares Value ($)
- ---------------------------------------- ------------- ----------- ---------- ---------
Strong Variable Insurance Funds, Inc.(1) 12/28/90 Indefinite .00001
- - Strong Discovery Fund II* 04/21/95 Indefinite .00001
- - Strong Mid Cap Growth Fund II* 04/21/95 Indefinite .00001
- - Strong International Stock Fund II 04/21/95 Indefinite .00001
- - Strong Schafer Value Fund II* 12/30/97 Indefinite .00001
</TABLE>

* Described in a different prospectus and SAI.
(1) Prior to November 1, 1995, the Corporation's name was Strong Discovery
Fund II, Inc.

The Strong International Stock Fund II is a diversified series of Strong
Variable Insurance Funds, Inc., which is an open-end management investment
company.

38
<PAGE>

SHAREHOLDER MEETINGS

PERFORMANCE INFORMATION

DISTRIBUTION RATE

AVERAGE ANNUAL TOTAL RETURN

The Fund's average annual total return quotation is computed in accordance with
a standardized method prescribed by rules of the SEC. The average annual total
return for the Fund for a specific period is calculated by first taking a
hypothetical $10,000 investment ("initial investment") in the Fund's shares on
the first day of the period and computing the "redeemable value" of that
investment at the end of the period. The redeemable value is then divided by
the initial investment, and this quotient is taken to the Nth root (N
representing the number of years in the period) and 1 is subtracted from the
result, which is then expressed as a percentage. The calculation assumes that
all income and capital gains dividends paid by the Fund have been reinvested at
net asset value on the reinvestment dates during the period. Average annual
total returns reflect the impact of sales charges, if any.

TOTAL RETURN

Calculation of the Fund's total return is not subject to a standardized
formula. Total return performance for a specific period is calculated by first
taking an investment (assumed below to be $10,000) ("initial investment") in
the Fund's shares on the first day of the period and computing the "ending
value" of that investment at the end of the period. The total return
percentage is then determined by subtracting the initial investment from the
ending value and dividing the remainder by the initial investment and
expressing the result as a percentage. The calculation assumes that all income
and capital gains dividends paid by the Fund have been reinvested at net asset
value of the Fund on the reinvestment dates during the period. Total return
may also be shown as the increased dollar value of the hypothetical investment
over the period. Total returns reflect the impact of sales charges, if any.

CUMULATIVE TOTAL RETURN

39
<PAGE>

TOTAL RETURN

Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
- ------------- --------------- ----------------- ------------ ---------------
One Year $10,000 18,720 87.20% 87.20%
- ------------- --------------- ----------------- ------------ ---------------
Life of Fund* $10,000 17,461 74.61% 14.20%
- ------------- --------------- ----------------- ------------ ---------------
</TABLE>

* Commenced operations on October 20, 1995.

COMPARISONS

40
<PAGE>

FUND NAME INVESTMENT OBJECTIVE

ADDITIONAL FUND INFORMATION

41
<PAGE>

share, alphas, betas, price/earnings ratios, returns on equity, dividend
yields, capitalization ranges, growth rates, price/book ratios, top holdings,
sector breakdowns, asset allocations, quality breakdowns, and breakdowns by
geographic region.

Standard deviation is calculated using the following formula:

Standard deviation = the square root of S(xi - xm)2
n-1

Where: S = "the sum of",
xi = each individual return during the time period,
xm = the average return over the time period, and
n = the number of individual returns during the time period.

Other measures of volatility and relative performance may be used as
appropriate. However, all such measures will fluctuate and do not represent
future results.

GENERAL INFORMATION

BUSINESS PHILOSOPHY

INVESTMENT ENVIRONMENT

42
<PAGE>

EIGHT BASIC PRINCIPLES FOR SUCCESSFUL MUTUAL FUND INVESTING

1. HAVE A PLAN - even a simple plan can help you take control of your
financial future. Review your plan once a year, or if your circumstances
change.

2. START INVESTING AS SOON AS POSSIBLE. Make time a valuable ally. Let it
put the power of compounding to work for you, while helping to reduce your
potential investment risk.

6. CONSIDER STOCKS TO HELP ACHIEVE MAJOR LONG-TERM GOALS. Over time,
stocks have provided the more powerful returns needed to help the value of
your investments stay well ahead of inflation.

7. KEEP A COMFORTABLE AMOUNT OF CASH IN YOUR PORTFOLIO. To meet current
needs, including emergencies, use a money market fund or a bank account - not
your long-term investment assets.

INDEPENDENT ACCOUNTANTS

LEGAL COUNSEL

Godfrey & Kahn, S.C., 780 North Water Street, Milwaukee, Wisconsin 53202,
acts as legal counsel for the Fund.

FINANCIAL STATEMENTS

The Annual Report for the Fund that is attached to this SAI contains the
following audited financial information:

1. Schedule of Investments in Securities.
2. Statement of Operations.
3. Statement of Assets and Liabilities.

4. Statements of Changes in Net Assets.

5. Notes to Financial Statements.
6. Financial Highlights.
7. Report of Independent Accountants.

43
<PAGE>

APPENDIX - DEFINITION OF BOND RATINGS

STANDARD & POOR'S ISSUE CREDIT RATINGS

Issue credit ratings are based, in varying degrees, on the following
considerations:

1. Likelihood of payment capacity and willingness of the obligor to meet
its financial commitment on an obligation in accordance with the terms of the
obligation.

2. Nature of and provisions of the obligation.

'AAA'

An obligation rated 'AAA' has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is EXTREMELY STRONG.

'AA'

An obligation rated 'AA' differs from the highest rated obligations only in
small degree. The obligor's capacity to meet its financial commitment on the
obligation is VERY STRONG.

'A'

'BBB'

'BB'

'B'

'CCC'

'CC'

An obligation rated 'CC' is CURRENTLY HIGHLY VULNERABLE to nonpayment.

'C'

The 'C' rating may be used to cover a situation where a bankruptcy petition
has been filed or similar action has been taken, but payments on this
obligation are being continued.

'D'

An obligation rated 'D' is in payment default. The 'D' rating category is
used when payments on an obligation are not made on the date due, even if the
applicable grace period has not expired, unless Standard & Poor's believes
that such payments will be made during such grade period. The 'D' rating also
will be used upon the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.

45
<PAGE>

MOODY'S LONG-TERM DEBT RATINGS

Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.

Ca - Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

FITCH IBCA, INC. ("FITCH") LONG-TERM NATIONAL CREDIT RATINGS

AAA

46
<PAGE>

BBB

CCC

Obligations which are highly speculative relative to other obligors in the
same country or which have a high risk of default.

Obligations which are currently in default.

DUFF & PHELPS, INC. LONG-TERM DEBT AND PREFERRED STOCK RATING SCALE

Rating Definition

AAA Highest credit quality. The risk factors are negligible, being only
slightly more
than for risk-free U.S. Treasury debt.

AA+ High credit quality. Protection factors are strong. Risk is modest
but may
AA vary slightly from time to time because of economic conditions.
AA-

A+ Protection factors are average but adequate. However, risk factors are
more
A variable in periods of greater economic stress.
A-

47
<PAGE>

BBB+ Below-average protection factors but still considered sufficient for
prudent
BBB investment. Considerable variability in risk during economic cycles.
BBB-

BB+ Below investment grade but deemed likely to meet obligations when due.

BB Present or prospective financial protection factors fluctuate according
to
BB- industry conditions. Overall quality may move up or down frequently
within this category.

conditions, and/or with unfavorable company developments.

DD Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or
interest payments.

DP Preferred stock with dividend arrearages.

THOMSON BANKWATCH LONG-TERM DEBT RATINGS

INVESTMENT GRADE

AAA (LC-AAA) - Indicates that the ability to repay principal and interest on a
timely basis is extremely high.

AA (LC-AA) - Indicates a very strong ability to repay principal and interest
on a timely basis, with limited incremental risk compared to issues rated in
the highest category.

NON-INVESTMENT GRADE - may be speculative in the likelihood of timely
repayment of principal and interest

48
<PAGE>

CCC (LC-CCC) - Issues rated CCC clearly have a high likelihood of default,
with little capacity to address further adverse changes in financial
circumstances.

CC (LC-CC) - CC is applied to issues that are subordinate to other obligations
rated CCC and are afforded less protection in the event of bankruptcy or
reorganization.

D (LC-D) - Default.

SHORT-TERM RATINGS

STANDARD & POOR'S SHORT-TERM ISSUE CREDIT RATINGS

'A-1'

'A-2'

'A-3'

'B'

'C'

'D'

A short-term obligation rated 'D' is in payment default. The 'D' rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The 'D'
rating also will be used upon the filing of a bankruptcy petition or the taking
of a similar action if payments on an obligation are jeopardized.

49
<PAGE>

MOODY'S SHORT-TERM DEBT RATINGS

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

NOT PRIME Issuers rated Not Prime do not fall within any of the Prime
rating categories.

FITCH IBCA, INC. ("FITCH") SHORT-TERM NATIONAL CREDIT RATINGS

50
<PAGE>

Obligations for which there is a high risk of default to other obligors in the
same country or which are in default.

DUFF & PHELPS, INC. SHORT-TERM DEBT RATINGS

RATING: DEFINITION

HIGH GRADE

D-1 Very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are minor.

D-1- High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very small.

GOOD GRADE

SATISFACTORY GRADE

D-3 Satisfactory liquidity and other protection factors qualify issues as
to investment grade. Risk factors are larger and subject to more variation.
Nevertheless, timely payment is expected.

NON-INVESTMENT GRADE

D-4 Speculative investment characteristics. Liquidity is not sufficient to
insure against disruption in debt service. Operating factors and market access
may be subject to a high degree of variation.

DEFAULT

D-5 Issuer failed to meet scheduled principal and/or interest
payments.

51
<PAGE>

THOMSON BANKWATCH (TBW) SHORT-TERM RATINGS

TBW assigns Short-Term Debt Ratings to specific debt instruments with original
maturities of one year or less.

TBW-1 (LC-1) The highest category; indicates a very high likelihood that
principal and interest will be paid on a timely basis.

TBW-4 (LC-4) The lowest rating category; this rating is regarded as
non-investment grade and therefore speculative.

52
<PAGE>

THE STRONG
MID CAP GROWTH FUND II

PROSPECTUS MAY 1, 2000

1
<PAGE>

TABLE OF CONTENTS
What are the fund's goals?.....................................................1
What are the fund's principal investment strategies?...........................1
What are the main risks of investing in the fund?..............................1
Who are the fund's investment advisor and portfolio managers?..................2
Other Important Information You Should Know....................................2
Financial Highlights...........................................................2
Variable Annuity and Variable Life Insurance Contracts.........................3
Share Price....................................................................3
Buying Shares..................................................................3
Selling Shares.................................................................3
Distribution and Tax Policies.........................................Back Cover
Reserved Rights.......................................................Back Cover
For More Information..................................................Back Cover

IN THIS PROSPECTUS, "WE" REFERS TO STRONG CAPITAL MANAGEMENT, INC., THE
INVESTMENT ADVISOR, ADMINISTRATOR, AND TRANSFER AGENT FOR THE STRONG FUNDS.

2
<PAGE>

WHAT ARE THE FUND'S GOALS?

The STRONG MID CAP GROWTH FUND II seeks capital growth.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The MID CAP GROWTH FUND II invests at least 65% of its assets in stocks of
medium-capitalization companies that the fund's managers believe have favorable
prospects for accelerating growth of earnings but are selling at reasonable
valuations based on earnings, cash flow, or asset value. The fund defines
"medium-capitalization companies" as those companies with a market
capitalization substantially similar to that of companies in the S&P MidCap 400
Index at the time of investment.

The fund writes put and call options. This means that the fund sells an option
to another party to either sell a stock to (put) or buy a stock from (call) the
fund at a predetermined price in the future. When the fund writes put or call
options, it will receive fees or premiums but is exposed to losses due to
changes in the value of the stock that the put or call is written against.
Writing options can serve as a limited or partial hedge against adverse market
movements. This is because declines in the value of the hedged stock will be
offset by the premium received for writing the option. Whether or not this
hedging strategy is successful depends on a variety of factors, particularly
the ability of the fund's managers to predict movements of the price of the
hedged stock. The managers' decision to engage in this hedging strategy will
reflect the managers' judgment that writing an option on a stock will provide
value to the fund and its shareholders. To a limited extent, the fund may also
invest in foreign securities. The managers may sell a holding when there is a
fundamental change in the outlook for the company or to take advantage of a
better investment opportunity. The fund's active trading approach may increase
the fund's costs which may reduce the fund's performance. The fund's active
trading approach may also increase the amount of capital gains tax that you pay
on the fund's returns.

The managers may invest up to 35% of its assets in cash or cash-type securities
(high-quality, short-term debt securities issued by corporations, financial
institutions, or the U.S. government) as a temporary defensive position to
avoid losses during adverse market conditions. Taking a temporary defensive
position could reduce the benefit to the fund if the market goes up. In this
case, the fund may not achieve its investment goal.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

WRITING OPTIONS: The fund writes put and call options. The fund will receive
fees for writing options but is exposed to losses due to an adverse change in
the value of the underlying asset that the option was written against.
Transactions involving written options may include elements of leverage and
could magnify the fund's losses. Using options in this manner may reduce the
fund's opportunity for investment gain. The fund will segregate liquid assets,
such as cash, short-term debt, and other liquid securities, in a segregated
account to the extent required to cover the financial exposure created by the
use of these instruments.

3
<PAGE>

financial resources than larger, more established companies. As a result, their
performance can be more volatile and they face greater risk of business
failure, which could increase the volatility of the fund's portfolio.
Generally, the smaller the company size, the greater these risks.

CALENDAR YEAR TOTAL RETURNS

<TABLE>
<CAPTION>
<S> <C>
Year Mid Cap
Growth Fund II
- -------- --------------
1997 29.7%
- -------- --------------
1998 28.7%
- -------- --------------
1999 89.9%
- -------- --------------
</TABLE>

BEST AND WORST QUARTERLY PERFORMANCE

(DURING THE PERIODS SHOWN ABOVE)

Best quarter return: 44.4% (4th Q 1999) Worst quarter return: -11.2% (3rd Q
1998)

AVERAGE ANNUAL TOTAL RETURNS

AS OF 12-31-99

FUND/INDEX 1-YEAR SINCE INCEPTION
MID CAP GROWTH FUND II 89.88% 46.90% (12-31-96)
S&P MidCap 400 Stock Index 14.72% 21.81%
Lipper Mid-Cap Growth Funds Index 73.72% 29.69%

THE S&P MIDCAP 400 STOCK INDEX IS AN UNMANAGED INDEX GENERALLY REPRESENTATIVE
OF THE U.S. MARKET FOR MEDIUM CAPITALIZATION STOCKS. THE LIPPER MID-CAP GROWTH
FUNDS INDEX IS AN EQUALLY-WEIGHTED PERFORMANCE INDEX OF THE LARGEST QUALIFYING
FUNDS IN THIS LIPPER CATEGORY.

Recent returns were primarily achieved during favorable conditions in the
market, particularly for technology companies. You should not expect that such
favorable returns can be consistently achieved.

WHO ARE THE FUND'S INVESTMENT ADVISOR AND PORTFOLIO MANAGERS?

Strong Capital Management, Inc. (Strong) is the investment advisor for the
fund. Strong provides investment management services for mutual funds and other
investment portfolios representing assets, as of February 29, 2000, of over $42
billion. Strong began conducting business in 1974. Since then, its principal
business has been providing investment advice for individuals and institutional
accounts, such as pension and profit-sharing plans, as well as mutual funds,
several of which are available through variable insurance products. Strong's
address is P.O. Box 2936, Milwaukee, WI 53201.

As compensation for its advisory services, the fund pays Strong a monthly
management fee at an annual rate of 1.00% of the fund's average daily net asset
value. Strong has voluntarily agreed to waive the management fee and/or absorb
the fund's other expenses so that the total annual fund operating expenses are
capped at 1.20%. Strong has no current intention to, but may in the future,
discontinue or modify any fee waivers or expense absorptions after any
appropriate notice to the fund's shareholders. A cap on total annual fund
operating expenses lowers the fund's overall expense ratio and increases the
fund's return to investors.

The following individuals are the fund's portfolio managers.

3
<PAGE>

DEREK V.W. FELSKE co-manages the fund. He has over 15 years of investment
experience and is a Chartered Financial Analyst. Mr. Felske joined Strong as a
portfolio manager in January 1999 and has co-managed the fund since May 1999.
From July 1996 to January 1999, Mr. Felske was the chief executive officer of
Leawood Capital Management LLC. From September 1993 to July 1996, Mr. Felske
was a vice president and a portfolio manager at Twentieth Century Companies,
Inc. From 1991 to 1993, Mr. Felske was a member of the portfolio management
team at RCM Capital Management. Mr. Felske received his bachelors degree in
Economics from Dartmouth College in 1980 and his Masters of Business
Administration in Finance and Accounting from Wharton Business School in 1991.

RONALD C. OGNAR co-manages the fund. He has over 30 years of investment
experience and is a Chartered Financial Analyst. He joined Strong as a
portfolio manager in April 1993 and has managed the fund since its inception in
December 1996. For two years prior to joining Strong, he was a principal and
portfolio manager with RCM Capital Management. For approximately three years
prior to that, he was a portfolio manager at Kemper Financial Services. Mr.
Ognar began his investment career in 1968 at LaSalle National Bank after
serving two years in the U.S. Army. He received his bachelors degree in
Accounting from the University of Illinois in 1968.

OTHER IMPORTANT INFORMATION YOU SHOULD KNOW

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Dec. 31, Dec. 31, Dec. 31,
SELECTED PER-SHARE DATA(a) 1999 1998 1997
Net Asset Value, Beginning of Period $16.02 $12.45 $10.00
Income From Investment Operations:
Net Investment Income (Loss) (0.02) (0.02) 0.02
Net Realized and Unrealized Gains
on Investments 14.40 3.59 2.94
Total from Investment Operations 14.38 3.57 2.96
Less Distributions:
From Net Investment Income - (0.00)(b) (0.01)
In Excess of Net Investment Income - - (0.15)
From Net Realized Gains (0.03) - (0.14)
In Excess of Net Realized Gains - - (0.21)
Total Distributions (0.03) (0.00)(b) (0.51)
Net Asset Value, End of Period $30.37 $16.02 $12.45
RATIOS AND SUPPLEMENTAL DATA
Total Return +89.9% +28.7% +29.8%
Net Assets, End of Period
(In Thousands) $323,884 $16,730 $2,374
Ratio of Expenses to Average Net Assets
Without Waivers and Absorptions 1.2% 1.6% 2.0%
Ratio of Expenses to Average Net Assets 1.1% 1.2% 1.2%
Ratio of Net Investment Income (Loss)
to Average Net Assets (0.2%) (0.3%) 0.2%
Portfolio Turnover Rate 647.7% 329.1% 541.3%
</TABLE>

(a) Information presented relates to a share of capital stock of the
fund outstanding for the entire period.
(b) Amount calculated is less than $0.01.

5
<PAGE>

VARIABLE ANNUITY AND VARIABLE LIFE INSURANCE CONTRACTS

SHARE PRICE

((Side Box))

FOREIGN SECURITIES

BUYING SHARES

5
<PAGE>

SELLING SHARES

DISTRIBUTION AND TAX POLICIES

RESERVED RIGHTS

We reserve the right to:

- - Reject any purchase request for any reason. Generally, we do this if the
purchase is disruptive to the efficient management of a fund.

- - Delay sending out redemption proceeds for up to seven days (this generally
only applies to very large redemptions without notice, or during unusual
market conditions).

- - Reject any purchase or redemption request that does not contain all required
documentation.

6
<PAGE>

FOR MORE INFORMATION

More information is available upon request at no charge, including:

To request information or to ask questions:

BY TELEPHONE FOR HEARING-IMPAIRED (TDD)

800-368-1683 800-999-2780

BY MAIL BY OVERNIGHT DELIVERY
Strong Funds Strong Funds
P.O. Box 2936 900 Heritage Reserve

Milwaukee, WI 53201-2936 Menomonee Falls, WI 53051

ON THE INTERNET BY E-MAIL

View on-line or download documents: [email protected]

Strong Funds: WWW.ESTRONG.COM

SEC*: www.sec.gov

This prospectus is not an offer to sell securities in places other than the
United States and its territories.

*Information about a fund (including the SAI) can also be reviewed and copied
at the Securities and Exchange Commission's Public Reference Room in,
Washington, D.C. You may call the Commission at 202-942-8090 for information
about the operation of the Public Reference ROOM. REPORTS AND OTHER
INFORMATION ABOUT A FUND ARE ALSO AVAILABLE FROM THE EDGAR DATABASE ON THE
COMMISSION'S INTERNET SITE AT WWW.SEC.GOV. YOU MAY OBTAIN A COPY OF THIS
INFORMATION, AFTER PAYING A DUPLICATING FEE, BY SENDING A WRITTEN REQUEST TO
THE COMMISSION'S PUBLIC REFERENCE SECTION, WASHINGTON, D.C. 20549-0102, OR BY
SENDING AN ELECTRONIC REQUEST TO THE FOLLOWING E-MAIL ADDRESS:
[email protected].

Strong Mid Cap Growth Fund II, a series of Strong Variable Insurance Funds,
Inc., SEC file number 811-6553

8
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION ("SAI")

STRONG MID CAP GROWTH FUND II, A SERIES FUND OF STRONG VARIABLE INSURANCE
FUNDS, INC.

P.O. Box 2936
Milwaukee, Wisconsin 53201
Toll-Free: (800) 368-1683

May 1, 2000

1
<PAGE>

TABLE OF CONTENTS PAGE

INVESTMENT RESTRICTIONS........................................................3
INVESTMENT POLICIES AND TECHNIQUES.............................................5
Strong Mid Cap Growth Fund II..................................................5
Borrowing......................................................................5
Cash Management................................................................5
Convertible Securities.........................................................5
Debt Obligations...............................................................6
Depositary Receipts............................................................6
Derivative Instruments.........................................................7
Foreign Investment Companies..................................................16
Foreign Securities............................................................16
High-Yield (High-Risk) Securities.............................................16
Illiquid Securities...........................................................18
Lending of Portfolio Securities...............................................19
Mortgage- and Asset-Backed Debt Securities....................................19
Participation Interests.......................................................20
Repurchase Agreements.........................................................20
Reverse Repurchase Agreements and Mortgage Dollar Rolls.......................21
Short Sales...................................................................21
Small and Medium Companies....................................................21
Standby Commitments...........................................................21
U.S. Government Securities....................................................22
Warrants......................................................................22
When-Issued and Delayed-Delivery Securities...................................22
Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities..........................23
DIRECTORS AND OFFICERS........................................................23
PRINCIPAL SHAREHOLDERS........................................................25
INVESTMENT ADVISOR............................................................25
DISTRIBUTOR...................................................................28
PORTFOLIO TRANSACTIONS AND BROKERAGE..........................................28
CUSTODIAN.....................................................................31
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT..................................31
ADMINISTRATIVE SERVICES.......................................................32
TAXES.........................................................................32
DETERMINATION OF NET ASSET VALUE..............................................34
ADDITIONAL SHAREHOLDER INFORMATION............................................35
ORGANIZATION..................................................................35
SHAREHOLDER MEETINGS..........................................................36
PERFORMANCE INFORMATION.......................................................36
GENERAL INFORMATION...........................................................39
INDEPENDENT ACCOUNTANTS.......................................................40
LEGAL COUNSEL.................................................................40
FINANCIAL STATEMENTS..........................................................41
APPENDIX - DEFINITION OF BOND RATINGS.........................................42

2
<PAGE>

INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT LIMITATIONS

Unless indicated otherwise below, the Fund:

3. May not issue senior securities, except as permitted under the 1940 Act.

3
<PAGE>

NON-FUNDAMENTAL OPERATING POLICIES

The following are the Fund's non-fundamental operating policies which may be
changed by the Fund's Board of Directors without shareholder approval.

Unless indicated otherwise below, the Fund may not:

4. Purchase securities of other investment companies except in compliance
with the 1940 Act and applicable state law.

5. Invest all of its assets in the securities of a single open-end
investment management company with substantially the same fundamental
investment objective, restrictions and policies as the Fund.

7. Borrow money except (1) from banks or (2) through reverse repurchase
agreements or mortgage dollar rolls, and will not purchase securities when bank
borrowings exceed 5% of its total assets.

8. Make any loans other than loans of portfolio securities, except through
(1) purchases of debt securities or other debt instruments, or (2) engaging in
repurchase agreements.

4
<PAGE>

INVESTMENT POLICIES AND TECHNIQUES

STRONG MID CAP GROWTH FUND II

- - The Fund will invest at least 80% of its net assets in equity securities,
including common stocks, preferred stocks, and securities that are
convertible into common or preferred stocks, such as warrants and convertible
bonds. At least 65% of the Fund's total assets will normally be invested in
equity securities of medium market capitalization companies, which for the
purposes of this Fund, are those companies with a market capitalization
substantially similar to that of companies in the S&P MidCap 400 Index at the
time of the Fund's investment. In general, medium-capitalization companies
often involve greater risks than investments in established companies.

- - The Fund may invest up to 20% of its net assets in debt obligations,
including intermediate- to long-term corporate or U.S. government debt
securities. When the Advisor determines that market conditions warrant a
temporary defensive position, the Fund may invest up to 35% of its net assets
in cash and short-term fixed-income securities.

- - The Fund may invest up to 5% of its net assets in non-investment-grade debt
obligations.

- - The Fund may invest up to 25% of its net assets in foreign securities,
including both direct investments and investments made through depositary
receipts.

The following information supplements the discussion of the Fund's investment
objective, policies, and techniques described in the Prospectus.

BORROWING

CASH MANAGEMENT

CONVERTIBLE SECURITIES

5
<PAGE>

DEBT OBLIGATIONS

DEPOSITARY RECEIPTS

6
<PAGE>

ownership of common stock will be treated as common stock. Depositary receipts
do not eliminate all of the risks associated with directly investing in the
securities of foreign issuers.

DERIVATIVE INSTRUMENTS

7
<PAGE>

8
<PAGE>

indices will depend, in part, on the degree of correlation between price
movements in the index and price movements in the investments being hedged.

9
<PAGE>

Fund's assets to segregated accounts could impede portfolio management or the
Fund's ability to meet redemption requests or other current obligations.

10
<PAGE>

upon exercise of the option. Failure by the counterparty to do so would result
in the loss of any premium paid by the Fund as well as the loss of any expected
benefit of the transaction.

11
<PAGE>

No price is paid by the Fund by entering into a futures contract. Instead,
at the inception of a futures contract, the Fund is required to deposit in a
segregated account with its custodian, in the name of the futures broker
through whom the transaction was effected, "initial margin" consisting of cash
and/or other appropriate liquid assets in an amount generally equal to 10% or
less of the contract value. Margin must also be deposited when writing a call
or put option on a futures contract, in accordance with applicable exchange
rules. Unlike margin in securities transactions, initial margin on futures
contracts does not represent a borrowing, but rather is in the nature of a
performance bond or good-faith deposit that is returned to the Fund at the
termination of the transaction if all contractual obligations have been
satisfied. Under certain circumstances, such as periods of high volatility,
the Fund may be required by an exchange to increase the level of its initial
margin payment, and initial margin requirements might be increased generally
in the future by regulatory action.

12
<PAGE>

13
<PAGE>

14
<PAGE>

15
<PAGE>

FOREIGN INVESTMENT COMPANIES

FOREIGN SECURITIES

16
<PAGE>

HIGH-YIELD (HIGH-RISK) SECURITIES

17
<PAGE>

ILLIQUID SECURITIES

18
<PAGE>

LENDING OF PORTFOLIO SECURITIES

MORTGAGE- AND ASSET-BACKED DEBT SECURITIES

19
<PAGE>

PARTICIPATION INTERESTS

REPURCHASE AGREEMENTS

20
<PAGE>

21
<PAGE>

REVERSE REPURCHASE AGREEMENTS AND MORTGAGE DOLLAR ROLLS

SHORT SALES

SMALL AND MEDIUM COMPANIES

STANDBY COMMITMENTS

22
<PAGE>

U.S. GOVERNMENT SECURITIES

U.S. government securities are issued or guaranteed by the U.S. government or
its agencies or instrumentalities. Securities issued by the government include
U.S. Treasury obligations, such as Treasury bills, notes, and bonds.
Securities issued by government agencies or instrumentalities include
obligations of the following:
- - the Federal Housing Administration, Farmers Home Administration,
Export-Import Bank of the United States, Small Business Administration, and
the Government National Mortgage Association ("GNMA"), including GNMA
pass-through certificates, whose securities are supported by the full faith
and credit of the United States;
- - the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the
Tennessee Valley Authority, whose securities are supported by the right of
the agency to borrow from the U.S. Treasury;
- - the Federal National Mortgage Association, whose securities are supported by
the discretionary authority of the U.S. government to purchase certain
obligations of the agency or instrumentality; and
- - the Student Loan Marketing Association, the Interamerican Development Bank,
and International Bank for Reconstruction and Development, whose securities
are supported only by the credit of such agencies.
Although the U.S. government provides financial support to such U.S.
government-sponsored agencies or instrumentalities, no assurance can be given
that it will always do so. The U.S. government and its agencies and
instrumentalities do not guarantee the market value of their securities;
consequently, the value of such securities will fluctuate.

WARRANTS

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

23
<PAGE>

ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES

DIRECTORS AND OFFICERS

*RICHARD S. STRONG (DOB 5/12/42), Director and Chairman of the Board of the
Strong Funds.

MARVIN E. NEVINS (DOB 7/9/18), Director of the Strong Funds.

WILLIE D. DAVIS (DOB 7/24/34), Director of the Strong Funds.

24
<PAGE>

STANLEY KRITZIK (DOB 1/9/30), Director of the Strong Funds.

Mr. Kritzik has been a Partner of Metropolitan Associates since 1962, a
Director of Aurora Health Care since 1987, and Health Network Ventures, Inc.
since 1992.

WILLIAM F. VOGT (DOB 7/19/47), Director and Chairman of the Independent
Directors Committee of the Strong Funds.

NEAL MALICKY (DOB 9/14/34), Director of the Strong Funds.

STEPHEN J. SHENKENBERG (DOB 6/14/58), Vice President and Secretary of the
Strong Funds.

JOHN S. WEITZER (DOB 10/31/67), Vice President of the Strong Funds.

Mr. Weitzer has been Senior Counsel of the Advisor since December 1997. From
July 1993 until December 1997, Mr. Weitzer acted as Associate Counsel to the
Advisor.

THOMAS M. ZOELLER (DOB 2/21/64), Vice President of the Strong Funds.

DENNIS A. WALLESTAD (DOB 11/3/62), Vice President of the Strong Funds.

25
<PAGE>

JOHN W. WIDMER (DOB 1/19/65), Treasurer of the Strong Funds.

RHONDA K. HAIGHT (DOB 11/13/64), Assistant Treasurer of the Strong Funds.

Unless otherwise noted below, as of March 31, 2000, the officers and
directors of the Fund in the aggregate beneficially owned less than 1% of the
Fund's then outstanding shares.

<TABLE>
<CAPTION>
<S> <C> <C>
FUND SHARES PERCENT
- ---- ------ -------
None
</TABLE>

PRINCIPAL SHAREHOLDERS

<TABLE>
<CAPTION>
<S> <C> <C>
NAME AND ADDRESS SHARES PERCENT
- --------------------------------------- ---------- -------

Fidelity Investments Life Insurance Co. 12,394,477 73.28%
82 Devonshire St. #R27A
Boston, MA 02109-3605

</TABLE>

26
<PAGE>

Empire Fidelity Investments 1,148,614 6.79%
Life Insurance Company
82 Devonshire St. #27A
Boston, MA 02109-3605

Conseco Variable Insurance Company 1,131,606 6.69%
11825 N. Pennsylvania St.
Carmel, IN 46032-5851

The Ohio National Life Insurance Co. 896,610 5.30%
1 Financial Way
Cincinnati, OH 45242-5851
</TABLE>

INVESTMENT ADVISOR

26
<PAGE>

not "interested persons" of the Advisor; expenses of indemnification;
extraordinary expenses; and costs of shareholder and director meetings.

<TABLE>
<CAPTION>
<S> <C>
FUND ANNUAL RATE
- ---------------------- -----------
Mid Cap Growth Fund II 1.00%
</TABLE>

The Fund paid the following management fees for the time periods indicated:

<TABLE>
<CAPTION>
<S> <C> <C> <C>
MANAGEMENT FEE
FISCAL YEAR ENDED MANAGEMENT FEE ($) WAIVER ($) AFTER WAIVER ($)
- ----------------- ------------------ ---------- ----------------
12/31/97 5,787 0 5,787
12/31/98 90,090 0 90,090
12/31/99 959,912 0 959,912
</TABLE>

The organizational expenses for the Fund which were advanced by the Advisor
and which will be reimbursed by the Fund over a period of not more than 60
months from the Fund's date of inception are listed below.

<TABLE>
<CAPTION>
<S> <C>
FUND ORGANIZATIONAL EXPENSES
- ---------------------- -----------------------
Mid Cap Growth Fund II $11,544
</TABLE>

28
<PAGE>

The Code requires Access Persons (other than Access Persons whoi are
independent directors of the investment companies managed by the Advisor,
including the Fund) to, among other things, preclear their securities
transactions (with limited exceptions, such as transactions in shares of
mutual funds, direct obligations of the U.S. government, and certain options
on broad-based securities market indexes) and to execute such transactions
through the Advisor's trading department. The Code, which applies to all
Access Persons (other than Access Persons who are independent directors of the
investment companies managed by the Advisor, including the Fund), includes a
ban on acquiring any securities in an initial public offering, other than a
new offering of a registered open-end investment company, and a prohibition
from profiting on short-term trading in securities. In addition, no Access
Person may purchase or sell any security which is contemporaneously being
purchased or sold, or to the knowledge of the Access Person, is being
considered for purchase or sale, by the Advisor on behalf of any mutual fund
or other account managed by it. Finally, the Code provides for trading "black
out" periods of seven calendar days during which time Access Persons who are
portfolio managers may not trade in securities which have been purchased or
sold by any mutual fund or other account managed by the portfolio manager.

The Advisor provides investment advisory services for multiple clients through
different types of investment accounts (E.G., mutual funds, hedge funds,
separately managed accounts, etc.) who may have similar or different
investment objectives and investment policies (E.G., some accounts may have an
active trading strategy while others follow a "buy and hold" strategy). In
managing these accounts, the Advisor seeks to maximize each account's return,
consistent with the account's investment objectives and investment strategies.
While the Advisor's policies are designed to ensure that over time
similarly-situated clients receive similar treatment, to the maximum extent
possible, because of the range of the Advisor's clients, the Advisor may give
advice and take action with respect to one account that may differ from the
advice given, or the timing or nature of action taken, with respect to another
account (the Advisor, its principals and associates also may take such actions
in their personal securities transactions, to the extent permitted by and
consistent with the Code). For example, the Advisor may use the same
investment style in managing two accounts, but one may have a shorter-term
horizon and accept high-turnover while the other may have a longer-term
investment horizon and desire to minimize turnover. If the Advisor reasonably
believes that a particular security may provide an attractive opportunity due
to short-term volatility but may no longer be attractive on a long-term basis,
the Advisor may cause accounts with a shorter-term investment horizon to buy
the security at the same time it is causing accounts with a longer-term
investment horizon to sell the security. The Advisor takes all reasonable
steps to ensure that investment opportunities are, over time, allocated to
accounts on a fair and equitable basis relative to the other
similarly-situated accounts and that the investment activities of different
accounts do not unfairly disadvantage other accounts.

29
<PAGE>

DISTRIBUTOR

PORTFOLIO TRANSACTIONS AND BROKERAGE

29
<PAGE>

and research services provided by the broker. Brokerage will not be allocated
based on the sale of any shares of the Strong Funds.

31
<PAGE>

and services between those that primarily benefit the Advisor and those that
primarily benefit the Fund and other advisory clients.

32
<PAGE>

any impact of IPO investments on the Fund's total return may decline and the
Fund may not continue to experience substantially similar performance.

The Fund paid the following brokerage commissions for the time periods
indicated:

<TABLE>
<CAPTION>
<S> <C>
FISCAL YEAR ENDED BROKERAGE COMMISSIONS ($)
- ------------------ -------------------------
12/31/97 6,673
12/31/98 54,735
12/31/99 1,046,389
</TABLE>

Unless otherwise noted below, the Fund has not acquired securities of its
regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act) or
their parents.

For the fiscal year ended December 31, 1999, the Fund's portfolio turnover
rate was 647.7%. This portfolio turnover rate was higher than anticipated
primarily because the Fund repositioned its portfolio in light of its
investment objective, policies, and the then prevailing market environment.

CUSTODIAN

33
<PAGE>

purchased, collects income from investments, and performs other duties, all as
directed by officers of the Fund. The custodian is in no way responsible for
any of the investment policies or decisions of the Fund.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

The Advisor acts as transfer agent and dividend-disbursing agent for the Fund
at no cost.

34
<PAGE>

ADMINISTRATIVE SERVICES

TAXES

GENERAL

35
<PAGE>

investments and no more than 90% by four investments. Generally, for purposes
of the regulations, all securities of the same issuer are treated as a single
investment. With respect to the United States Government securities (including
any security that is issued, guaranteed or insured by the United States or an
instrumentality of the United States), each governmental agency or
instrumentality is treated as a separate issuer. Compliance with the
regulations is tested on the last day of each calendar year quarter. There is
a 30-day period after the end of each calendar year quarter in which to cure
any non-compliance with these requirements.

FOREIGN TRANSACTIONS

DERIVATIVE INSTRUMENTS

36
<PAGE>

ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES

USE OF TAX-LOT ACCOUNTING

DETERMINATION OF NET ASSET VALUE

Generally, when an investor makes any purchases, sales, or exchanges, the price
of the investor's shares will be the net asset value ("NAV") next determined
after Strong Funds receives a request in proper form (which includes receipt of
all necessary and appropriate documentation and subject to available funds).
Any applicable sales charges will be added to the purchase price for Advisor
Class shares of the Fund, if any. The "offering price" is the initial sales
charge, if any, plus the NAV. If Strong Funds receives such a request prior to
the close of the New York Stock Exchange ("NYSE") on a day on which the NYSE is
open, the share price will be the NAV determined that day. The NAV for each
Fund or each class of shares is normally determined as of 3:00 p.m. Central
Time ("CT") each day the NYSE is open. The NYSE is open for trading Monday
through Friday except New Year's Day, Martin Luther King Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day. Additionally, if any of the aforementioned holidays falls
on a Saturday, the NYSE will not be open for trading on the preceding Friday,
and when any such holiday falls on a Sunday, the NYSE will not be open for
trading on the succeeding Monday, unless unusual business conditions exist,
such as the ending of a monthly or yearly accounting period. The Fund reserves
the right to change the time at which purchases, redemptions, and exchanges are
priced if the NYSE closes at a time other than 3:00 p.m. CT or if an emergency
exists. The NAV of each Fund or of each class of shares of a Fund is
calculated by taking the fair value of the Fund's total assets attributable to
that Fund or class, subtracting all its liabilities attributable to that Fund
or class, and dividing by the total number of shares outstanding of that Fund
or class. Expenses are accrued daily and applied when

37
<PAGE>

determining the NAV. The Fund's portfolio securities are valued based on market
quotations or at fair value as determined by the method selected by the Fund's
Board of Directors.

ADDITIONAL SHAREHOLDER INFORMATION

REDEMPTION-IN-KIND

ORGANIZATION

The Fund is either a "Corporation" or a "Series" of common stock of a
Corporation, as described in the chart below:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Incorporation Date Series Authorized Par
Corporation Date Created Shares Value ($)
- ---------------------------------------- ------------- ----------- ---------- ---------
Strong Variable Insurance Funds, Inc.(1) 12/28/90 Indefinite .00001
- - Strong Discovery Fund II* 04/21/95 Indefinite .00001
- - Strong Mid Cap Growth Fund II 04/21/95 Indefinite .00001
- - Strong International Stock Fund II* 04/21/95 Indefinite .00001
- - Strong Schafer Value Fund II* 12/30/97 Indefinite .00001
</TABLE>

* Described in a different prospectus and SAI.
(1) Prior to November 1, 1995, the Corporation's name was Strong Discovery
Fund II, Inc.

The Strong Mid Cap Growth Fund II is a diversified series of Strong Variable
Insurance Funds, Inc., which is an open-end management investment company.

38
<PAGE>

SHAREHOLDER MEETINGS

PERFORMANCE INFORMATION

DISTRIBUTION RATE

AVERAGE ANNUAL TOTAL RETURN

The Fund's average annual total return quotation is computed in accordance with
a standardized method prescribed by rules of the SEC. The average annual total
return for the Fund for a specific period is calculated by first taking a
hypothetical $10,000 investment ("initial investment") in the Fund's shares on
the first day of the period and computing the "redeemable value" of that
investment at the end of the period. The redeemable value is then divided by
the initial investment, and this quotient is taken to the Nth root (N
representing the number of years in the period) and 1 is subtracted from the
result, which is then expressed as a percentage. The calculation assumes that
all income and capital gains dividends paid by the Fund have been reinvested at
net asset value on the reinvestment dates during the period. Average annual
total returns reflect the impact of sales charges, if any.

39
<PAGE>

TOTAL RETURN

Calculation of the Fund's total return is not subject to a standardized
formula. Total return performance for a specific period is calculated by first
taking an investment (assumed below to be $10,000) ("initial investment") in
the Fund's shares on the first day of the period and computing the "ending
value" of that investment at the end of the period. The total return
percentage is then determined by subtracting the initial investment from the
ending value and dividing the remainder by the initial investment and
expressing the result as a percentage. The calculation assumes that all income
and capital gains dividends paid by the Fund have been reinvested at net asset
value of the Fund on the reinvestment dates during the period. Total return
may also be shown as the increased dollar value of the hypothetical investment
over the period. Total returns reflect the impact of sales charges, if any.

CUMULATIVE TOTAL RETURN

Cumulative total return represents the simple change in value of an investment
over a stated period and may be quoted as a percentage or as a dollar amount.
Total returns and cumulative total returns may be broken down into their
components of income and capital (including capital gains and changes in share
price) in order to illustrate the relationship between these factors and their
contributions to total return. Cumulative total returns reflect the impact of
sales charges, if any.

TOTAL RETURN

Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
- ------------- --------------- ----------------- ------------ ---------------
One Year $10,000 18,988 89.88% 89.88%
- ------------- --------------- ----------------- ------------ ---------------
Life of Fund* $10,000 31,700 217.00% 46.90%
- ------------- --------------- ----------------- ------------ ---------------
</TABLE>

* Commenced operations on January 2, 1997.

COMPARISONS

40
<PAGE>

funds by overall performance, investment objectives, and assets, may be cited.
Lipper performance figures are based on changes in net asset value, with all
income and capital gains dividends reinvested. Such calculations do not
include the effect of any sales charges imposed by other funds. The Fund will
be compared to Lipper's appropriate fund category, that is, by fund objective
and portfolio holdings. The Fund's performance may also be compared to the
average performance of its Lipper category.

FUND NAME INVESTMENT OBJECTIVE

41
<PAGE>

fund relative to other mutual funds or investment products. Marketing materials
may also discuss the relationship between risk and reward as it relates to an
individual investor's portfolio. Financial goals vary from person to person.
You may choose one or more of the Strong Variable Insurance Funds to help you
reach your financial goals.

ADDITIONAL FUND INFORMATION

Standard deviation is calculated using the following formula:

Standard deviation = the square root of S(xi - xm)2
n-1

Where: S = "the sum of",
xi = each individual return during the time period,
xm = the average return over the time period, and
n = the number of individual returns during the time period.

42
<PAGE>

decline in a market representation by the Fund's beta. A positive alpha
quantifies the value that the fund manager has added, and a negative alpha
quantifies the value that the fund manager has lost.

Other measures of volatility and relative performance may be used as
appropriate. However, all such measures will fluctuate and do not represent
future results.

GENERAL INFORMATION

BUSINESS PHILOSOPHY

43
<PAGE>

INVESTMENT ENVIRONMENT

EIGHT BASIC PRINCIPLES FOR SUCCESSFUL MUTUAL FUND INVESTING

1. HAVE A PLAN - even a simple plan can help you take control of your
financial future. Review your plan once a year, or if your circumstances
change.

2. START INVESTING AS SOON AS POSSIBLE. Make time a valuable ally. Let it
put the power of compounding to work for you, while helping to reduce your
potential investment risk.

6. CONSIDER STOCKS TO HELP ACHIEVE MAJOR LONG-TERM GOALS. Over time,
stocks have provided the more powerful returns needed to help the value of
your investments stay well ahead of inflation.

7. KEEP A COMFORTABLE AMOUNT OF CASH IN YOUR PORTFOLIO. To meet current
needs, including emergencies, use a money market fund or a bank account - not
your long-term investment assets.

INDEPENDENT ACCOUNTANTS

LEGAL COUNSEL

Godfrey & Kahn, S.C., 780 North Water Street, Milwaukee, Wisconsin 53202,
acts as legal counsel for the Fund.

44
<PAGE>

FINANCIAL STATEMENTS

The Annual Report for the Fund that is attached to this SAI contains the
following audited financial information:

1. Schedule of Investments in Securities.
2. Statement of Operations.
3. Statement of Assets and Liabilities.

4. Statements of Changes in Net Assets.

5. Notes to Financial Statements.
6. Financial Highlights.
7. Report of Independent Accountants.

45
<PAGE>

APPENDIX - DEFINITION OF BOND RATINGS

STANDARD & POOR'S ISSUE CREDIT RATINGS

Issue credit ratings are based, in varying degrees, on the following
considerations:

1. Likelihood of payment capacity and willingness of the obligor to meet
its financial commitment on an obligation in accordance with the terms of the
obligation.

2. Nature of and provisions of the obligation.

'AAA'

An obligation rated 'AAA' has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is EXTREMELY STRONG.

'AA'

An obligation rated 'AA' differs from the highest rated obligations only in
small degree. The obligor's capacity to meet its financial commitment on the
obligation is VERY STRONG.

'A'

46
<PAGE>

'BBB'

'BB'

'B'

'CCC'

'CC'

An obligation rated 'CC' is CURRENTLY HIGHLY VULNERABLE to nonpayment.

'C'

The 'C' rating may be used to cover a situation where a bankruptcy petition
has been filed or similar action has been taken, but payments on this
obligation are being continued.

'D'

An obligation rated 'D' is in payment default. The 'D' rating category is
used when payments on an obligation are not made on the date due, even if the
applicable grace period has not expired, unless Standard & Poor's believes
that such payments will be made during such grade period. The 'D' rating also
will be used upon the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.

47
<PAGE>

MOODY'S LONG-TERM DEBT RATINGS

Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.

Ca - Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

FITCH IBCA, INC. ("FITCH") LONG-TERM NATIONAL CREDIT RATINGS

AAA

48
<PAGE>

BBB

CCC

Obligations which are highly speculative relative to other obligors in the
same country or which have a high risk of default.

Obligations which are currently in default.

DUFF & PHELPS, INC. LONG-TERM DEBT AND PREFERRED STOCK RATING SCALE

Rating Definition

AAA Highest credit quality. The risk factors are negligible, being only
slightly more
than for risk-free U.S. Treasury debt.

AA+ High credit quality. Protection factors are strong. Risk is modest
but may
AA vary slightly from time to time because of economic conditions.
AA-

A+ Protection factors are average but adequate. However, risk factors are
more
A variable in periods of greater economic stress.
A-

49
<PAGE>

BBB+ Below-average protection factors but still considered sufficient for
prudent
BBB investment. Considerable variability in risk during economic cycles.
BBB-

BB+ Below investment grade but deemed likely to meet obligations when due.

BB Present or prospective financial protection factors fluctuate according
to
BB- industry conditions. Overall quality may move up or down frequently
within this category.

conditions, and/or with unfavorable company developments.

DD Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or
interest payments.

DP Preferred stock with dividend arrearages.

THOMSON BANKWATCH LONG-TERM DEBT RATINGS

INVESTMENT GRADE

AAA (LC-AAA) - Indicates that the ability to repay principal and interest on a
timely basis is extremely high.

AA (LC-AA) - Indicates a very strong ability to repay principal and interest
on a timely basis, with limited incremental risk compared to issues rated in
the highest category.

NON-INVESTMENT GRADE - may be speculative in the likelihood of timely
repayment of principal and interest

50
<PAGE>

CCC (LC-CCC) - Issues rated CCC clearly have a high likelihood of default,
with little capacity to address further adverse changes in financial
circumstances.

CC (LC-CC) - CC is applied to issues that are subordinate to other obligations
rated CCC and are afforded less protection in the event of bankruptcy or
reorganization.

D (LC-D) - Default.

SHORT-TERM RATINGS

STANDARD & POOR'S SHORT-TERM ISSUE CREDIT RATINGS

'A-1'

'A-2'

'A-3'

'B'

'C'

'D'

51
<PAGE>

MOODY'S SHORT-TERM DEBT RATINGS

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

NOT PRIME Issuers rated Not Prime do not fall within any of the Prime
rating categories.

FITCH IBCA, INC. ("FITCH") SHORT-TERM NATIONAL CREDIT RATINGS

52
<PAGE>

Obligations for which there is a high risk of default to other obligors in the
same country or which are in default.

DUFF & PHELPS, INC. SHORT-TERM DEBT RATINGS

RATING: DEFINITION

HIGH GRADE

D-1 Very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are minor.

D-1- High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very small.

GOOD GRADE

SATISFACTORY GRADE

D-3 Satisfactory liquidity and other protection factors qualify issues as
to investment grade. Risk factors are larger and subject to more variation.
Nevertheless, timely payment is expected.

NON-INVESTMENT GRADE

D-4 Speculative investment characteristics. Liquidity is not sufficient to
insure against disruption in debt service. Operating factors and market access
may be subject to a high degree of variation.

DEFAULT

D-5 Issuer failed to meet scheduled principal and/or interest
payments.

53
<PAGE>

THOMSON BANKWATCH (TBW) SHORT-TERM RATINGS

TBW assigns Short-Term Debt Ratings to specific debt instruments with original
maturities of one year or less.

TBW-1 (LC-1) The highest category; indicates a very high likelihood that
principal and interest will be paid on a timely basis.

TBW-4 (LC-4) The lowest rating category; this rating is regarded as
non-investment grade and therefore speculative.

54
<PAGE>

THE STRONG
SCHAFER VALUE FUND II

PROSPECTUS MAY 1, 2000

1
<PAGE>

TABLE OF CONTENTS
What are the fund's goals?.....................................................1
What are the fund's principal investment strategies?...........................1
What are the main risks of investing in the fund?..............................1
Who are the fund's investment advisor and portfolio manager?...................2
Financial Highlights...........................................................2
Variable Annuity and Variable Life Insurance Contracts.........................2
Share Price....................................................................3
Buying Shares..................................................................3
Selling Shares.................................................................3
Distribution and Tax Policies..................................................3
Reserved Rights................................................................3
For More Information..................................................Back Cover

IN THIS PROSPECTUS, "WE" REFERS TO STRONG CAPITAL MANAGEMENT, INC., THE
INVESTMENT ADVISOR, ADMINISTRATOR, AND TRANSFER AGENT FOR THE STRONG FUNDS.

2
<PAGE>

WHAT ARE THE FUND'S GOALS?

The STRONG SCHAFER VALUE FUND II seeks long-term capital growth. Current income
is a secondary objective.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The SCHAFER VALUE FUND II invests primarily in common stocks of medium- and
large-capitalization companies. The portfolio manager generally selects stocks
of companies that have a below average price/earnings ratio as compared to that
of the Standard & Poor's 500 Stock Index and above average projected earnings
growth. The fund generally invests substantially all of its assets in stocks.
The fund invests roughly similar amounts of its assets in each stock in the
portfolio. This approach avoids the overweighting of any individual security
being purchased. The portfolio manager may sell portfolio stocks when they are
no longer attractive based on their growth potential or price.

The manager may invest any amount in cash or cash-type securities
(high-quality, short-term debt securities issued by corporations, financial
institutions, or the U.S. government) as a temporary defensive position to
avoid losses during adverse market conditions. This could reduce the benefit
to the fund if the market goes up. In that case, the fund may not achieve its
investment goal.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

VALUE-STYLE INVESTING: Different types of stocks tend to shift into and out of
favor with stock market investors depending on market and economic conditions.
Because the fund focuses on value-style stocks, the fund's performance may at
times be better or worse than the performance of stock funds that focus on
other types of stocks, or that have a broader investment style.

FOREIGN SECURITIES: The fund may invest up to 20% of its assets in foreign
securities. Foreign investments involve additional risks, including currency
exchange-rate fluctuations, political and economic instability, differences in
financial reporting standards, and less-strict regulation of securities
markets.

MEDIUM-CAPITALIZATION COMPANIES: The fund invests a substantial portion of its
assets in the stocks of medium-capitalization companies. Medium-capitalization
companies often have narrower markets and more limited managerial and financial
resources than larger, more established companies. As a result, their
performance can be more volatile and they face greater risk of business
failure, which could increase the volatility of the fund's portfolio.

CALENDAR YEAR TOTAL RETURNS

<TABLE>
<CAPTION>
<S> <C>
Year Schafer Value
Fund II
- ------- -------------
1998 2.2%
- ---- --------
1999 -2.9%
- ---- --------
</TABLE>

BEST AND WORST QUARTERLY PERFORMANCE

(During the periods shown)

Best quarter return: 29.7% (4th Q 1998) Worst quarter return: -21.9% (3rd Q
1998)

AVERAGE ANNUAL TOTAL RETURNS

AS OF 12-31-99

FUND/INDEX 1-YEAR SINCE INCEPTION
SCHAFER VALUE FUND II -2.87% -0.70% (10-10-97)
S&P 500 Stock Index 21.04% 22.39%
Lipper Multi-Cap Value Funds Index 5.94% 6.25%

THE S&P 500 STOCK INDEX IS AN UNMANAGED INDEX GENERALLY REPRESENTATIVE OF THE
U.S. STOCK MARKET. THE LIPPER MULTI-CAP VALUE FUNDS INDEX IS AN
EQUALLY-WEIGHTED PERFORMANCE INDEX OF THE LARGEST QUALIFYING FUNDS IN THIS
LIPPER CATEGORY.

WHO ARE THE FUND'S INVESTMENT ADVISOR AND PORTFOLIO MANAGER?

Strong Capital Management, Inc. (Strong) is the investment advisor for the
fund. Strong provides investment management services for mutual funds and other
investment portfolios representing assets, as of February 29, 2000, of over $42
billion. Strong began conducting business in 1974. Since then, its principal
business has been providing investment advice for individuals and institutional
accounts, such as pension and profit-sharing plans, as well as mutual funds,
several of which are available through variable insurance products. Strong's
address is P.O. Box 2936, Milwaukee, WI 53201.

SUBADVISOR FOR SCHAFER VALUE FUND II. Schafer Capital Management, Inc.
(Subadvisor) is the subadvisor for the fund under an agreement with Strong.
Under this agreement and under the supervision of the fund's Board of Directors
and Strong, the Subadvisor provides a continuous investment program for the
fund. This means the Subadvisor selects the securities the fund buys and
sells. The Subadvisor began conducting business in 1984 and had, as of March
31, 2000, approximately $600 million under management. It provides investment
supervision to institutional investors and other equity accounts. Its address
is 103 Spinnaker Lane, Jupiter, FL 33477.

DAVID K. SCHAFER manages the fund and has over 30 years of investment
experience. Mr. Schafer has managed the fund since its inception in October
1997. He has been the Subadvisor's President since he founded it.

4
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Dec. 31, Dec. 31, Dec. 31,
SELECTED PER-SHARE DATA(a) 1999 1998 1997(b)
Net Asset Value, Beginning of Period $10.08 $9.90 $10.00
Income From Investment Operations:
Net Investment Income 0.06 0.03 0.01
Net Realized and Unrealized Gains
(Losses) on Investments (0.35) 0.18 (0.09)
Total from Investment Operations (0.29) 0.21 (0.08)
Less Distributions:
From Net Investment Income (0.07) (0.03) (0.01)
In Excess of Net Investment Income - - (0.01)
From Net Realized Gains (0.60) - -
Total Distributions (0.67) (0.03) (0.02)
Net Asset Value, End of Period $9.12 $10.08 $9.90
RATIOS AND SUPPLEMENTAL DATA
Total Return -2.9% +2.2% -0.8%
Net Assets, End of Period
(In Thousands) $10,884 $4,022 $705
Ratio of Expenses to Average Net Assets
without Waivers and Absorptions 1.6% 2.0% 1.5%*
Ratio of Expenses to Average Net Assets 1.2% 1.2% 1.5%*
Ratio of Net Investment Income to
Average Net Assets 0.9% 0.7% 0.7%*
Portfolio Turnover Rate 93.9% 73.3% 3.1%
</TABLE>

VARIABLE ANNUITY AND VARIABLE LIFE INSURANCE CONTRACTS

SHARE PRICE

((Side Box))

<S> <C>
We determine the fund's share price or NAV by dividing net
assets (the value of its investments, cash, and other assets minus its
liabilities) by the number of shares outstanding.
- ----------------------------------------------------------------------
</TABLE>

FOREIGN SECURITIES

4
<PAGE>

BUYING SHARES

SELLING SHARES

DISTRIBUTION AND TAX POLICIES

RESERVED RIGHTS

We reserve the right to:

- - Reject any purchase request for any reason. Generally, we do this if the
purchase is disruptive to the efficient management of a fund.

- - Delay sending out redemption proceeds for up to seven days (this generally
only applies to very large redemptions without notice, or during unusual
market conditions).

- - Reject any purchase or redemption request that does not contain all required
documentation.

6
<PAGE>

FOR MORE INFORMATION

More information is available upon request at no charge, including:

To request information or to ask questions:

BY TELEPHONE FOR HEARING-IMPAIRED (TDD)

800-368-1683 800-999-2780

BY MAIL BY OVERNIGHT DELIVERY
Strong Funds Strong Funds
P.O. Box 2936 900 Heritage Reserve
Milwaukee, Wisconsin 53201-2936 Menomonee Falls, Wisconsin
53051

ON THE INTERNET BY E-MAIL

View on-line or download documents: [email protected]

Strong Funds: WWW.ESTRONG.COM

SEC*: www.sec.gov

This prospectus is not an offer to sell securities in places other than the
United States and its territories.

Strong Schafer Value Fund II, a series of Strong Variable Insurance Funds,
Inc., SEC file number 811-6553

7
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION ("SAI")

STRONG SCHAFER VALUE FUND II, A SERIES FUND OF STRONG VARIABLE INSURANCE FUNDS,
INC.

P.O. Box 2936
Milwaukee, Wisconsin 53201
Toll-Free: (800) 368-1683

May 1, 2000

1
<PAGE>

TABLE OF CONTENTS PAGE

INVESTMENT RESTRICTIONS........................................................3
INVESTMENT POLICIES AND TECHNIQUES.............................................5
Strong Schafer Value Fund II...................................................5
Borrowing......................................................................5
Cash Management................................................................5
Convertible Securities.........................................................5
Debt Obligations...............................................................6
Depositary Receipts............................................................6
Foreign Investment Companies...................................................7
Foreign Securities.............................................................7
Illiquid Securities............................................................8
Lending of Portfolio Securities................................................8
Mortgage- and Asset-Backed Debt Securities.....................................9
Participation Interests.......................................................10
Repurchase Agreements.........................................................10
Reverse Repurchase Agreements and Mortgage Dollar Rolls.......................10
Short Sales...................................................................11
Small and Medium Companies....................................................11
Standby Commitments...........................................................11
U.S. Government Securities....................................................11
Warrants......................................................................12
When-Issued and Delayed-Delivery Securities...................................12
Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities..........................12
DIRECTORS AND OFFICERS........................................................13
PRINCIPAL SHAREHOLDERS........................................................15
INVESTMENT ADVISOR............................................................15
INVESTMENT SUBADVISOR.........................................................18
DISTRIBUTOR...................................................................19
PORTFOLIO TRANSACTIONS AND BROKERAGE..........................................19
CUSTODIAN.....................................................................22
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT..................................22
ADMINISTRATIVE SERVICES.......................................................22
TAXES.........................................................................22
DETERMINATION OF NET ASSET VALUE..............................................24
ADDITIONAL SHAREHOLDER INFORMATION............................................25
ORGANIZATION..................................................................25
SHAREHOLDER MEETINGS..........................................................26
PERFORMANCE INFORMATION.......................................................26
GENERAL INFORMATION...........................................................29
INDEPENDENT ACCOUNTANTS.......................................................30
LEGAL COUNSEL.................................................................30
FINANCIAL STATEMENTS..........................................................31
APPENDIX - DEFINITION OF BOND RATINGS.........................................32

2
<PAGE>

INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT LIMITATIONS

Unless indicated otherwise below, the Fund:

3. May not issue senior securities, except as permitted under the 1940 Act.

3
<PAGE>

NON-FUNDAMENTAL OPERATING POLICIES

The following are the Fund's non-fundamental operating policies which may be
changed by the Fund's Board of Directors without shareholder approval.

Unless indicated otherwise below, the Fund may not:

4. Purchase securities of other investment companies except in compliance
with the 1940 Act and applicable state law.

5. Invest all of its assets in the securities of a single open-end
investment management company with substantially the same fundamental
investment objective, restrictions and policies as the Fund.

7. Borrow money except (1) from banks or (2) through reverse repurchase
agreements or mortgage dollar rolls, and will not purchase securities when bank
borrowings exceed 5% of its total assets.

8. Make any loans other than loans of portfolio securities, except through
(1) purchases of debt securities or other debt instruments, or (2) engaging in
repurchase agreements.

4
<PAGE>

INVESTMENT POLICIES AND TECHNIQUES

STRONG SCHAFER VALUE FUND II

- - Except for cash reserves (cash or cash equivalents), the Fund generally will
be fully invested (e.g., more than 90% of net assets) in equity securities,
including stocks, warrants, debt securities which are convertible into
equity, and preferred stocks which are convertible into common stocks. The
portfolio manager generally selects stocks of companies that have a below
average price/earnings ratio as compared to that of the Standard & Poor's 500
Stock Index; and above average projected earnings growth.

- - The Fund may invest up to 20% of net assets in foreign securities, including
both direct investments and investments made through depositary receipts,
which are traded in a U.S. market or are available through a U.S. broker or
dealer, regardless of whether such securities or depository receipts are
traded in U.S. dollars or through a U.S. broker or dealer.

The following information supplements the discussion of the Fund's investment
objective, policies, and techniques described in the Prospectus.

BORROWING

CASH MANAGEMENT

CONVERTIBLE SECURITIES

5
<PAGE>

declining as interest rates increase and increasing as interest rates decline.
The credit standing of the issuer and other factors also may have an effect on
the convertible security's investment value. The conversion value of a
convertible security is determined by the market price of the underlying common
stock. If the conversion value is low relative to the investment value, the
price of the convertible security is governed principally by its investment
value. Generally, the conversion value decreases as the convertible security
approaches maturity. To the extent the market price of the underlying common
stock approaches or exceeds the conversion price, the price of the convertible
security will be increasingly influenced by its conversion value. A
convertible security generally will sell at a premium over its conversion value
by the extent to which investors place value on the right to acquire the
underlying common stock while holding a fixed income security.

DEBT OBLIGATIONS

DEPOSITARY RECEIPTS

6
<PAGE>

FOREIGN INVESTMENT COMPANIES

FOREIGN SECURITIES

7
<PAGE>

treaties between the U.S. and foreign countries, however, may reduce or
eliminate the amount of foreign tax to which the Fund would be subject.

ILLIQUID SECURITIES

8
<PAGE>

LENDING OF PORTFOLIO SECURITIES

MORTGAGE- AND ASSET-BACKED DEBT SECURITIES

9
<PAGE>

mortgage- and asset-backed securities is smaller and less liquid than the
market for government-sponsored mortgage-backed securities.

PARTICIPATION INTERESTS

REPURCHASE AGREEMENTS

REVERSE REPURCHASE AGREEMENTS AND MORTGAGE DOLLAR ROLLS

10
<PAGE>

SHORT SALES

SMALL AND MEDIUM COMPANIES

STANDBY COMMITMENTS

11
<PAGE>

Advisor reviews the creditworthiness of the brokers, dealers, and banks from
which the Fund obtains standby commitments to evaluate those risks.

U.S. GOVERNMENT SECURITIES

U.S. government securities are issued or guaranteed by the U.S. government or
its agencies or instrumentalities. Securities issued by the government include
U.S. Treasury obligations, such as Treasury bills, notes, and bonds.
Securities issued by government agencies or instrumentalities include
obligations of the following:
- - the Federal Housing Administration, Farmers Home Administration,
Export-Import Bank of the United States, Small Business Administration, and
the Government National Mortgage Association ("GNMA"), including GNMA
pass-through certificates, whose securities are supported by the full faith
and credit of the United States;
- - the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the
Tennessee Valley Authority, whose securities are supported by the right of
the agency to borrow from the U.S. Treasury;
- - the Federal National Mortgage Association, whose securities are supported by
the discretionary authority of the U.S. government to purchase certain
obligations of the agency or instrumentality; and
- - the Student Loan Marketing Association, the Interamerican Development Bank,
and International Bank for Reconstruction and Development, whose securities
are supported only by the credit of such agencies.
Although the U.S. government provides financial support to such U.S.
government-sponsored agencies or instrumentalities, no assurance can be given
that it will always do so. The U.S. government and its agencies and
instrumentalities do not guarantee the market value of their securities;
consequently, the value of such securities will fluctuate.

WARRANTS

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES

12
<PAGE>

The Fund may invest in zero-coupon, step-coupon, and pay-in-kind securities.
These securities are debt securities that do not make regular cash interest
payments. Zero-coupon and step-coupon securities are sold at a deep discount
to their face value. Pay-in-kind securities pay interest through the issuance
of additional securities. Because such securities do not pay current cash
income, the price of these securities can be volatile when interest rates
fluctuate. While these securities do not pay current cash income, federal
income tax law requires the holders of zero-coupon, step-coupon, and
pay-in-kind securities to include in income each year the portion of the
original issue discount (or deemed discount) and other non-cash income on such
securities accruing that year. In order to continue to qualify as a
"regulated investment company" or "RIC" under the Internal Revenue Code of
1986, ("IRC") and avoid a certain excise tax, the Fund may be required to
distribute a portion of such discount and income and may be required to
dispose of other portfolio securities, which may occur in periods of adverse
market prices, in order to generate cash to meet these distribution
requirements.