STRONG EQUITY FUNDS INC, 485BPOS, 2000-11-29

STRONG EQUITY FUNDS INC
485BPOS, 2000-11-29

Previous: PUTNAM ASSET ALLOCATION FUNDS, NSAR-B, EX-99, 2000-11-29

Next: STRONG EQUITY FUNDS INC, 485BPOS, EX-99.A.11, 2000-11-29

<PAGE>

As filed with the Securities and Exchange Commission on or about November 29,
2000

Securities Act Registration No. 33-70764
Investment Company Act Registration No. 811-8100

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. 37 [X]
--------

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 38 [X]
--------

(Check appropriate box or boxes)

STRONG EQUITY 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

Elizabeth N. Cohernour
Strong Capital Management, Inc.
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
(Name and Address of Agent for Service)

With Copies to:

W. John McGuire, Esq.
Morgan, Lewis & Bockius LLP
1800 M Street, N.W.
Washington, DC 20036

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

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on November 30, 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.

This Post-Effective Amendment to the Registration Statement of Strong Equity
Funds, Inc., which is currently comprised of fourteen funds, relates only to the
Strong Small Cap Value Fund and the Strong Mid Cap Growth Fund, which are
changing their names to the Strong Advisor Small Cap Value Fund and the Strong
Advisor Mid Cap Growth Fund, respectively, adding Class A, Class B, Class C, and
Class L, and redesignating the current Retail Class shares to Class Z shares.
This Post-Effective Amendment does not relate to, amend, supersede, or otherwise
affect the separate Prospectuses and Statements of Additional Information
contained in Post-Effective Amendment No. 32, or the separate Prospectuses and
Statement of Additional Information contained in Post-Effective Amendment No.
35.
<PAGE>

[LOGO APPEARS HERE]

[PHOTO APPEARS HERE]

----------
the Strong
-------------------------------------------
A D V I S O R E Q U I T Y funds
--------------------------------
Class A, B, and C

N o v e m b e r 3 0 , 2 0 0 0

Strong Advisor Common Stock Fund

Strong Advisor Focus Fund

Strong Advisor Mid Cap Growth Fund

Strong Advisor Small Cap Value Fund

Strong Advisor Technology Fund

Strong Advisor U.S. Value Fund

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.

<PAGE>

TABLE OF CONTENTS

Your Investment

Key Information
What are the funds' goals?.....................................................1
What are the funds' principal investment strategies?...........................1
What are the main risks of investing in the funds?.............................5
What are the funds' fees and expenses?........................................12
Who are the funds' investment advisor and portfolio managers?.................16

Other Important Information You Should Know...................................20
Financial Highlights..........................................................20

Your Account

Distribution Fees.............................................................25
Share Price...................................................................25
What Share Classes We Offer...................................................26
How to Reduce Your Sales Charge...............................................29
Buying Shares.................................................................30
Selling Shares................................................................32
Additional Policies...........................................................34
Distributions.................................................................35
Taxes.........................................................................36
Services For Investors........................................................37
Reserved Rights...............................................................39
For More Information..................................................Back Cover

In this prospectus, "we" or "us" refers to Strong Capital Management, Inc., the
investment advisor, administrator, and transfer agent for the Strong Advisor
Funds.
<PAGE>

YOUR INVESTMENT

Key Information

What are the funds' goals?
--------------------------------------------------------------------------------
The Strong Advisor Common Stock Fund, Strong Advisor Focus Fund, Strong Advisor
Mid Cap Growth Fund, Strong Advisor Small Cap Value Fund, and Strong Advisor
Technology Fund seek capital growth.

The Strong Advisor U.S. Value Fund seeks total return by investing for both
income and capital growth.

What are the funds' principal investment strategies?
--------------------------------------------------------------------------------
The Strong Advisor Common Stock Fund invests, under normal market conditions,
at least 65% of its assets in stocks of small- and medium-capitalization
companies that the fund's manager believes are underpriced yet have attractive
growth prospects. The fund's manager bases his analysis on a company's "private
market value"--the price an investor would be willing to pay for the entire
company given its management, financial health, and growth potential. The
manager determines a company's private market value based on a fundamental
analysis of a company's cash flows, asset valuations, competitive standing, and
other factors the manager deems to be relevant to each industry. To a limited
extent, the fund may also invest in foreign securities. The manager may sell a
stock when its price no longer compares favorably with the company's private
market value.

The Strong Advisor Focus Fund focuses on stocks of 30 to 40 companies that its
manager believes have favorable prospects for accelerating growth of earnings
but are selling at reasonable valuations based on earnings, cash flow, or asset
value. The portfolio can include stocks of any size. The fund writes put and
call options. This means that the fund sells an option to another

1
<PAGE>

YOUR INVESTMENT

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 may 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 manager to predict movements of the price of the
hedged stock. The manager's decision to engage in this hedging strategy will
reflect the manager's 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 manager may sell a stock when the company's
growth prospects become less attractive. The fund's active trading approach
may increase the fund's costs, and these additional costs 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 Strong Advisor Mid Cap Growth Fund invests, under normal market
conditions, at least 65% of its assets in stocks of medium-capitalization
companies that the fund's managers believe have favorable prospects for growth
of earnings and capital appreciation. The fund defines "medium-capitalization
companies" as companies with a market capitalization substantially similar to
that of companies in the S&P MidCap 400 Index at the time of investment. The
portfolio can invest in futures and options transactions for hedging and risk
management purposes. Also, 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

2
<PAGE>

YOUR INVESTMENT

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 (for example, a change in management or
reduction in earnings) 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 Strong Advisor Small Cap Value Fund invests, under normal market
conditions, at least 65% of its assets in stocks of small-capitalization
companies that the fund's manager believes are undervalued relative to the
market based on earnings, cash flow, or asset value. The fund defines "small-
capitalization companies" as companies with a market capitalization
substantially similar to that of companies in the Russell 2500 Index at the
time of investment. The manager specifically looks for companies whose stock
prices may benefit from a positive dynamic of change, such as a new management
team, a new product or service, a corporate restructuring, an improved business
plan, or a change in the political, economic, or social environment. 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

3
<PAGE>

YOUR INVESTMENT

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 manager to predict movements of the price of the hedged
stock. The manager's decision to engage in this hedging strategy will reflect
the manager's 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 manager may sell a stock when he believes
fundamental changes will hurt the company over the long term or when its price
becomes excessive.

The Strong Advisor Technology Fund invests in stocks of companies of any size
that derive at least 50% of their revenues, expenses, or profits from
producing, developing, selling, using, or distributing technology products or
services. The fund's portfolio will likely include stocks from the following
sectors: computer software and hardware, semiconductor, media, biotechnology,
communications, electronics, defense and aerospace. To select stocks for the
fund, the managers generally look for several characteristics including strong
revenue growth, overall financial strength, competitive advantages (for
example, dominant market share), and effective management (for example, high
return on invested capital). The portfolio can invest in futures and options
transactions for hedging and risk management purposes. Also, 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

4
<PAGE>

YOUR INVESTMENT

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 its fundamental
qualities deteriorate.

The Strong Advisor U.S. Value Fund invests, under normal circumstances, at
least 65% of its assets in stocks of U.S. companies that the fund's managers
believe are undervalued relative to their intrinsic value as determined by
discounted cash flows, earnings, and asset value. The managers' philosophy is
that improving returns on invested capital drives improving valuations. The
managers select securities by screening for undervalued securities and
utilizing fundamental analysis such as management interviews and financial
modeling to select those securities with improving returns on capital.
The managers may sell a holding when its fundamental qualities deteriorate.

The managers of each of the funds may invest 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. Taking a
temporary defensive position could reduce the benefit to these funds if the
market goes up. In this case, the funds may not achieve their investment goals.

What are the main risks of investing
in the funds?
--------------------------------------------------------------------------------
General stock risks: The major risks of each fund are those of investing in the
stock market. That means the funds 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.

5
<PAGE>

YOUR INVESTMENT

Foreign securities risks: The Advisor Common Stock Fund, Advisor Focus Fund,
Advisor Mid Cap Growth Fund, Advisor Small Cap Value Fund, and the Advisor
Technology Fund may invest up to 25% of their assets, and the Advisor U.S.
Value Fund may invest up to 10% of its assets, in foreign securities. Foreign
investments involve additional risks, including less liquidity, currency-rate
fluctuations, political and economic instability, differences in financial
reporting standards, and less-strict regulation of securities markets.

Futures and options risks: The Advisor Mid Cap Growth Fund and Advisor
Technology Fund use futures and options to manage risk or hedge against market
volatility. Futures are agreements for the future sale by one party and
purchase by another party of an underlying financial instrument at a specified
price on a specified date. Options are rights, but not obligations, to buy or
sell a security at a specified price on a specified date. Futures and options
may not always be successful hedges and their prices can be highly volatile.
They may not always successfully manage risk. Using them could lower a fund's
total return, and the potential loss from the use of futures can exceed a
fund's initial investment in such contracts.

Management risk: Each fund is subject to management risk because it is
actively managed. There is no guarantee that the investment techniques and
risk analyses used by the managers will produce the desired results.

Nondiversified portfolio risk: The Advisor Focus Fund is a nondiversified
fund, so compared to a diversified fund, it may take larger positions in
individual stocks. As a result, the shares of this fund may tend to fluctuate
in value more than those of a fund investing in a broader range of securities.

Smaller companies risks: The Advisor Common Stock Fund, Advisor Mid Cap Growth
Fund, Advisor Small Cap Value Fund, and Advisor Technology Fund invest a
substantial portion of their assets in the stocks of smaller-capitalization
companies. Small-capitalization companies often have narrower markets and more
limited managerial and financial resources than larger, more

6
<PAGE>

YOUR INVESTMENT

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 funds' portfolios. Generally, the smaller the company size, the greater
these risks.

Style investing risk: Different types of stocks tend to shift into and out of
favor with stock market investors depending on market and economic conditions.
Because each of the funds focuses on stocks selected in accordance with the
fund's goal and investment strategies, each 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.

Technology risk: The Advisor Technology Fund concentrates its assets in the
technology industry. The value of technology companies is vulnerable to rapidly
changing technnology, extensive government regulation, and technological
advances. These companies face greater risk of business failure. Also, the
securities of these companies generally have higher price/earnings (P/E) ratios
than the P/E ratios of the general stock market. As a result, the fund's shares
are likely to fluctuate in value more than those of a fund investing in a
broader range of securities.

Value investing risk: The Advisor Small Cap Value Fund and Advisor U.S. Value
Fund primarily invest in stocks that the funds' managers believe are
undervalued. Value stocks may not increase in price as anticipated by the
funds' managers or may decline even further if (1) other investors fail to
recognize the company's value, or (2) other investors favor investing in
faster-growing companies, or (3) the factors that the managers believe will
increase the price do not occur.

Writing options risks: The Advisor Focus Fund, Advisor Mid Cap Growth Fund,
Advisor Small Cap Value Fund, and Advisor Technology Fund write put and call
options. The funds will receive fees for writing options but are 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 a fund's losses. Using

7
<PAGE>

YOUR INVESTMENT

options in this manner may reduce a fund's opportunity for investment gain.
The funds will segregate liquid assets, such as cash, short-term debt, and
other liquid securities to the extent required to cover the financial exposure
created by the use of these instruments.

Each of the funds 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 funds are not appropriate for investors concerned primarily with
principal stability.

Fund Structure
Each of the funds has adopted a multiple class plan and offers several classes
of shares. Only the Class A, B, and C shares of each fund are offered in this
prospectus. The principal differences among Class A, B, and C shares are each
class' sales charges and annual expenses. Class A shares are subject to a
front-end sales charge. Class B and C shares are subject to a contingent
deferred sales charge (CDSC), and Class A shares are subject to a CDSC in
limited circumstances. Class A, B, and C shares are subject to distribution
fees under a Rule 12b-1 plan. Because distribution fees are paid out of the
fund's assets on an on-going basis, over time these fees will increase the
cost of an investment in Class A, B, or C shares and may cost more than other
types of sales charges.

Fund Performance
The following return information illustrates how the performance of the funds
can vary, which is one indication of the risks of investing in the funds.

Performance results of the Class A, B, and C shares, which were first offered
on November 30, 2000, are based on the historical performance of the funds'
former Retail Class shares, currently Class Z shares, from the inception of
the fund up to November 29, 2000, recalculated to reflect the different
expenses applicable to those classes. The Class Z shares are not offered by
this prospectus. The returns for the Class A, B, and C shares are
substantially similar to those of the Class Z shares depicted below because
each is invested in the same portfolio of securities and

8
<PAGE>

YOUR INVESTMENT

the only differences relate to the differences in the fees and expenses of each
class of shares.

Please keep in mind that the past performance of each fund does not represent
how it will perform in the future. The information assumes that you reinvested
all dividends and distributions.

The bar chart and performance table for the Advisor Focus Fund and Advisor
Technology Fund are not presented here because the funds are new and did not
begin operations until November 30, 2000.

9
<PAGE>

YOUR INVESTMENT

[BAR CHART APPEARS HERE]

CALENDAR YEAR TOTAL RETURNS

Advisor Advisor
Common Mid Cap
Stock Growth
1990 1.0%
1991 57.1%
1992 20.8%
1993 25.2%
1994 -0.5%
1995 32.4%
1996 20.5%
1997 24.0% 13.9%
1998 6.6% 14.5%
1999 40.4% 92.0%

Advisor
Advisor Small Cap
U.S. Value Value
1990
1991
1992
1993
1994
1995
1996 28.1%
1997 31.3%
1998 22.7% 6.1%
1999 15.1% 28.1%

BEST AND WORST QUARTERLY PERFORMANCE

(During the periods shown above)

Fund name Best quarter return Worst quarter return
--------------------------------------------------------------------------------
Advisor Common Stock 25.3% (4th Q 1999) -16.5% (3rd Q 1998)
Advisor Mid Cap Growth 47.3% (4th Q 1999) -18.2% (3rd Q 1998)
Advisor Small Cap Value 25.8% (2nd Q 1999) -24.6% (3rd Q 1998)
Advisor U.S. Value 20.0% (4th Q 1998) -11.1% (3rd Q 1998)
--------------------------------------------------------------------------------

The bar chart does not reflect any sales charges which were first charged on
November 30, 2000. If it did, returns would be lower than those shown.

The Retail Class year-to-date returns through September 30, 2000 were: the
Advisor Common Stock Fund, 3.69%, the Advisor Mid Cap Growth Fund, 20.26%, the
Advisor Small Cap Value Fund, 19.35%, and the Advisor U.S. Value Fund, 0.39%.

<PAGE>

YOUR INVESTMENT

AVERAGE ANNUAL TOTAL RETURNS
As of 12-31-99
<TABLE>
<CAPTION>
10- Since
Fund/Index 1-year 5-year year Inception
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advisor Common Stock
Class A 31.94% 22.41% 20.51% 20.50%
Class B 34.53% 23.24% 20.86% 20.85%
Class C 39.53% 23.41% 20.76% 20.75%
Russell 2000 Index 21.26% 16.69% 13.40% 13.40%
Lipper Mid-Cap Value Funds Index 11.94% 14.88% 11.79% 11.79%
.........................................................................
Advisor Mid Cap Growth
Class A 80.66% -- -- 32.78%
Class B 86.28% -- -- 34.28%
Class C 91.28% -- -- 35.01%
S&P MidCap 400 Index 14.72% -- -- 21.81%
Lipper Mid-Cap Growth Funds Index 73.72% -- -- 29.69%
.........................................................................
Advisor Small Cap Value
Class A 20.44% -- -- 12.88%
Class B 22.37% -- -- 14.12%
Class C 27.37% -- -- 15.86%
Russell 2000 Index 21.26% -- -- 8.71%
Lipper Small-Cap Value Funds Index 1.89% -- -- -2.51%
.........................................................................
Advisor U.S. Value
Class A 8.10% -- -- 21.90%
Class B 9.10% -- -- 22.81%
Class C 14.10% -- -- 23.08%
S&P 500 Index 21.04% -- -- 26.39%
Lipper Large Cap Value Funds Index 10.78% -- -- 19.47%
--------------------------------------------------------------------------
</TABLE>
Unlike the bar chart, the performance table reflects the impact of the max-
imum initial sales charge which was first charged on November 30, 2000. No
sales charge is imposed on reinvested dividends and distributions.

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. The S&P MidCap 400 Index is an unmanaged index
generally representative of the U.S. market for medium capitalization stocks.
The Lipper Mid-Cap Growth Funds Index and the Lipper Small-Cap Value Funds
Index are equally-weighted performance indices of the largest qualifying funds
in those Lipper categories. The S&P 500 Index is an unmanaged index generally
representative of the U.S. stock market. The Lipper Large-Cap Value Funds Index
is an equally-weighted performance index of the largest qualifying funds in
this Lipper category.

11
<PAGE>

YOUR INVESTMENT

Please keep in mind that high double-digit returns for the Retail Class of the
funds were primarily achieved during favorable market conditions, especially
within the technology sector, and cannot be sustained. Returns for the Advisor
Small Cap Value Fund were significantly enhanced through investments in
initial public offerings. You should not expect that such favorable returns
can be consistently achieved.

What are the funds' fees and expenses?
-------------------------------------------------------------------------------
This section describes the fees and expenses that you may pay if you buy and
hold shares of the funds.

Shareholder Fees
(fees paid directly from your investment)
Fees are stated as a percentage of the offering price unless otherwise noted.

12
<PAGE>

YOUR INVESTMENT

<TABLE>
<CAPTION>
Maximum Sales Maximum Contingent Deferred
Charge (Load) Sales Charge (Load) (CDSC)
Imposed on (As a percentage of the
Fund/Share Class Purchases purchase price)
-------------------------------------------------------------
<S> <C> <C>
Advisor Mid Cap Growth
Class A 5.75% None
Class B None 5.00%
Class C None 1.00%
-------------------------------------------------------------
Advisor Small Cap Value
Class A 5.75% None
Class B None 5.00%
Class C None 1.00%
-------------------------------------------------------------
Advisor Technology
Class A 5.75% None
Class B None 5.00%
Class C None 1.00%
-------------------------------------------------------------
Advisor U.S. Value
Class A 5.75% None
Class B None 5.00%
Class C None 1.00%
-------------------------------------------------------------
</TABLE>

You may not pay the maximum sales charge because waivers and reduced sales
charges are available in some cases. In addition, some Class A purchases of $1
million or more or without an initial sales charge may be subject to a 1% CDSC
if redeemed within 12 months of purchase. Class C purchases will be subject to
a 1% CDSC if redeemed within 12 months of purchase. See "What Share Classes We
Offer."

13
<PAGE>

YOUR INVESTMENT

before computing the daily share price or making distributions. As a result,
they don't appear on your account statement, but instead reduce the total
return you receive from your fund investment.

Annual Fund Operating Expenses (as a percent of average net assets)

<TABLE>
<CAPTION>
12b-1
Distribution Total Annual
Management and Service Other Fund Operating
Fund/Share Class Fees Fees Expenses/1/ Expenses
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advisor Common Stock
Class A 0.75% 0.25% 0.54% 1.54%
Class B 0.75% 1.00% 0.25% 2.00%
Class C 0.75% 1.00% 0.25% 2.00%
---------------------------------------------------------------------------
Advisor Focus
Class A 0.75% 0.25% 0.67% 1.67%
Class B 0.75% 1.00% 0.67% 2.42%
Class C 0.75% 1.00% 0.67% 2.42%
---------------------------------------------------------------------------
Advisor Mid Cap Growth
Class A 0.75% 0.25% 0.59% 1.59%
Class B 0.75% 1.00% 0.25% 2.00%
Class C 0.75% 1.00% 0.25% 2.00%
---------------------------------------------------------------------------
Advisor Small Cap Value
Class A 0.75% 0.25% 0.59% 1.59%
Class B 0.75% 1.00% 0.25% 2.00%
Class C 0.75% 1.00% 0.25% 2.00%
---------------------------------------------------------------------------
Advisor Technology
Class A 0.75% 0.25% 0.92% 1.92%
Class B 0.75% 1.00% 0.92% 2.67%
Class C 0.75% 1.00% 0.92% 2.67%
---------------------------------------------------------------------------
Advisor U.S. Value
Class A 0.55% 0.25% 0.58% 1.38%
Class B 0.55% 1.00% 0.45% 2.00%
Class C 0.55% 1.00% 0.45% 2.00%
---------------------------------------------------------------------------
</TABLE>

/1/Other Expenses are based on estimated amounts for the current fiscal year.

14
<PAGE>

YOUR INVESTMENT

Example: This example is intended to help you compare the cost of
investing in the funds with the cost of investing in other mutual
funds. The maximum initial sales charge, if any, is reflected in
this example. The example assumes that you invest $10,000 in the
funds and reinvest all dividends and distributions for the time
periods indicated, and then either redeem or do not redeem all of
your shares at the end of those periods. The example also assumes
that your investment has a 5% return each year and that the funds'
operating expenses remain the same. Although your actual costs may
be higher or lower, based on these assumptions, your costs would
be:

<TABLE>
<CAPTION>
Fund/Share Class 1 year 3 years 5 years 10 years
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advisor Common Stock
Class A $723 $1,033 $1,366 $2,304
Class B (if you redeem your shares) $718 $1,065 $1,310 $2,327
Class B (if you do not redeem your shares) $203 $ 627 $1,078 $2,327
Class C (if you redeem your shares) $306 $ 627 $1,078 $2,327
Class C (if you do not redeem your shares) $203 $ 627 $1,078 $2,327
---------------------------------------------------------------------------
Advisor Focus
Class A $735 $1,071 $1,430 $2,438
Class B (if you redeem your shares) $758 $1,186 $1,518 $2,756
Class B (if you do not redeem your shares) $245 $ 755 $1,291 $2,756
Class C (if you redeem your shares) $348 $ 755 $1,291 $2,756
Class C (if you do not redeem your shares) $245 $ 755 $1,291 $2,756
---------------------------------------------------------------------------
Advisor Mid Cap Growth
Class A $727 $1,048 $1,391 $2,356
Class B (if you redeem your shares) $718 $1,065 $1,310 $2,327
Class B (if you do not redeem your shares) $203 $ 627 $1,078 $2,327
Class C (if you redeem your shares) $306 $ 627 $1,078 $2,327
Class C (if you do not redeem your shares) $203 $ 627 $1,078 $2,327
---------------------------------------------------------------------------
Advisor Small Cap Value
Class A $727 $1,048 $1,391 $2,356
Class B (if you redeem your shares) $718 $1,065 $1,310 $2,327
Class B (if you do not redeem your shares) $203 $ 627 $1,078 $2,327
Class C (if you redeem your shares) $306 $ 627 $1,078 $2,327
Class C (if you do not redeem your shares) $203 $ 627 $1,078 $2,327
---------------------------------------------------------------------------
</TABLE>

15
<PAGE>

YOUR INVESTMENT

Who are the funds' investment advisor
and portfolio managers?
-------------------------------------------------------------------------------
Strong Capital Management, Inc. (Strong) is the investment advisor for the
funds. Strong provides investment management services for mutual funds and
other investment portfolios representing assets, as of September 30, 2000, of
over $47 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.

The following individuals are the funds' portfolio managers.

16
<PAGE>

YOUR INVESTMENT

Mr. Burkart was a senior technology analyst and portfolio manager at the
Northern Trust Company. Prior to 1990, Mr. Burkart was a senior technology
analyst at First Chicago, Harris Trust and Interstate Securities. Mr. Burkart
received his bachelors degree in Economics from Indiana University in 1969.

Dean G. DuMonthier co-manages the Advisor U.S. Value Fund. He has over four
years of investment experience and is a Chartered Financial Analyst. Mr.
DuMonthier joined Strong as an equity research analyst in April 1996. In
January 1999, he began managing equity accounts for Strong, and has co-managed
the Advisor U.S. Value Fund since November 2000. For eight years prior to
joining Strong, Mr. DuMonthier worked at Hewitt Associates as an investment
consultant and as a management consultant. Mr. DuMonthier received his
bachelors degree in Economics from Lawrence University in 1988 and a Masters of
Management degree from the Kellogg Graduate School of Management at
Northwestern University in 1995.

Derek V.W. Felske co-manages the Advisor Mid Cap Growth 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
Advisor Mid Cap Growth Fund since February 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.

17
<PAGE>

YOUR INVESTMENT

in November 2000. From September 1992 to November 2000, Ms. Koch was employed
by Scudder Kemper Investments Inc. She served as a technology analyst from
September 1992 to September 1999 and as a portfolio manager from
September 1999 to November 2000. From December 1985 to September 1992,
Ms. Koch was a technology analyst for Stein Roe & Farnham. Ms. Koch received
her bachelors degree in Finance from the University of Rhode Island in 1983,
and her Masters of Business Administration from DePaul University in 1987.

Rimas M. Milaitis co-manages the Advisor U.S. Value Fund. He has over ten
years of investment experience. He joined Strong as a portfolio manager in
December 1995. He has managed or co-managed the Advisor U.S. Value Fund since
its inception in December 1995. For four years prior to joining Strong, he
managed several conservative equity portfolios that invested in stocks and
bonds at Aon Advisors, Inc. (AAI). For two years prior to that, he served as
an equity trader/analyst to AAI. Prior to working at AAI, Mr. Milaitis served
for three years as an equity portfolio assistant to the Illinois State Board
of Investment. Mr. Milaitis received his bachelors degree in Economics from
Illinois State University in 1984 and his Masters of Business Administration
in Finance from DePaul University in 1991.

Ronald C. Ognar co-manages the Advisor Focus Fund and the Advisor Mid Cap
Growth 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 co-managed the Advisor Focus Fund since its inception and the Advisor Mid
Cap Growth Fund since February 1999. 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.

18
<PAGE>

YOUR INVESTMENT

Bruce C. Olson co-manages the Advisor Focus Fund. He has over ten years of
investment experience and is a Chartered Financial Analyst. Mr. Olson joined
Strong in January 1994 and has co-managed the Advisor Focus Fund since its
inception in November 2000. He has been a manager of separate and institutional
accounts since January 1998. Mr. Olson served as an equity research analyst
from June 1995 to December 1998 and from January 1994 to May 1995 he served as
a Director of Institutional Communications. From January 1989 to December 1993,
Mr. Olson was a managing partner of Olson Brothers, Inc. From June 1987 to
December 1988, he served as a portfolio manager and analyst for Minton
Investment Corporation. Mr. Olson received his bachelors degree in Finance and
History from Gustavus Adolphus College in 1982.

I. Charles Rinaldi manages the Advisor Small Cap Value Fund. He has over 25
years of investment experience. He joined Strong as a portfolio manager in
November 1997 and has managed the Advisor Small Cap Value Fund since its
inception in December 1997. Prior to joining Strong, Mr. Rinaldi was employed
by Mutual of America Capital Management Corporation (MOA) as a Vice President
from November 1989 to January 1994 and as a Senior Vice President from January
1994 to November 1997. While at MOA, Mr. Rinaldi managed the equity portion of
a balanced fund and managed the value and growth portfolios of an aggressive
equity fund. Prior to joining MOA, he was employed by Glickenhaus & Co. Mr.
Rinaldi received his bachelors degree in Biology from St. Michael's College in
1965 and his Masters of Business Administration in Finance from Babson College
in 1970.

Richard T. Weiss manages the Advisor Common Stock Fund. He has over 25 years of
investment experience and has managed the Advisor Common Stock Fund since March
1991. Mr. Weiss joined Strong as a portfolio manager in March 1991. Prior to
joining Strong, Mr. Weiss was employed by Stein Roe & Farnham, where he began
his career as a research analyst in 1975. He was named a portfolio manager in
1981. Mr. Weiss received his bachelors degree in Business Administration from
the University of Southern

19
<PAGE>

YOUR INVESTMENT

California in 1973 and his Masters of Business Administration in Business from
Harvard Graduate School of Business Administration in 1975. In addition, Mr.
Weiss is a member of Strong's Executive Committee.

Other Important Information
You Should Know

To a limited extent, each fund may participate in the initial public offering
(IPO) market. When a fund is small, IPOs may greatly increase the fund's total
returns. But, as the fund grows larger, the fund is unlikely to achieve the
same level of returns from IPOs. Investing in IPOs is risky, and the prices of
stocks purchased in IPOs tend to fluctuate more widely than stocks of more
established companies.

Financial Highlights
-------------------------------------------------------------------------------
This information describes investment performance of the funds' Retail Class
shares, currently Class Z shares, for the periods shown. Certain information
reflects financial results for a single Class Z share outstanding for the
entire period. "Total Return" shows how much an investment in Class Z shares
of the fund would have increased (or decreased) during each period, assuming
you had reinvested all dividends and distributions. The Class Z shares are not
offered by this prospectus. The returns for the Class A, B, and C shares are
substantially similar to those of the Class Z shares because each is invested
in the same portfolio of securities and the only differences relate to the
differences in the fees and expenses of each class of shares. These figures,
except for the most recent six-month period, have been audited by
PricewaterhouseCoopers LLP, whose report, along with the funds' financial
statements, is included in the funds' annual report.

20
<PAGE>

YOUR INVESTMENT

STRONG ADVISOR COMMON STOCK FUND--CLASS Z
<TABLE>
--------------------------------------------------------------------------------
<CAPTION>
Selected Per-Share June 30, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
Data(a) 2000(b) 1999 1998 1997 1996 1995
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period $25.21 $21.06 $21.02 $20.24 $19.77 $16.74
Income From Investment
Operations:
Net Investment Income
(Loss) 0.01 (0.01) 0.00(c) 0.01 0.06 0.11
Net Realized and
Unrealized Gains on
Investments 0.10 8.19 1.36 4.67 3.87 5.25
----------------------------------------------------------------------------------
Total from Investment
Operations 0.11 8.18 1.36 4.68 3.93 5.36
Less Distributions:
From Net Investment
Income -- -- -- (0.01) (0.06) (0.10)
In Excess of Net
Investment Income -- -- -- (0.03) (0.05) (0.02)
From Net Realized Gains -- (4.03) (1.32) (3.86) (3.35) (2.21)
----------------------------------------------------------------------------------
Total Distributions -- (4.03) (1.32) (3.90) (3.46) (2.33)
----------------------------------------------------------------------------------
Net Asset Value, End of
Period $25.32 $25.21 $21.06 $21.02 $20.24 $19.77
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ratios and
Supplemental Data
----------------------------------------------------------------------------------
Total Return +0.4% +40.4% +6.6% +24.0% +20.5% +32.4%
Net Assets, End of
Period
(In Millions) $1,737 $1,733 $1,440 $1,565 $1,244 $1,061
Ratio of Expenses to
Average Net Assets
without Waivers,
Absorptions and Fees
Paid Indirectly by
Advisor 1.2%* 1.2% 1.2% 1.2% 1.2% 1.2%
Ratio of Expenses to
Average Net Assets 1.2%* 1.2% 1.2% 1.2% 1.2% 1.2%
Ratio of Net Investment
Income (Loss) to
Average Net Assets 0.1%* (0.1%) 0.0%(c) 0.0%(c) 0.3% 0.5%
Portfolio Turnover Rate 46.1% 80.1% 102.6% 117.3% 90.9% 91.5%
</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 six months ended June 30, 2000 (unaudited).
(c) Amount calculated is less than 0.1%.

21
<PAGE>

YOUR INVESTMENT

STRONG ADVISOR MID CAP GROWTH FUND-- CLASS Z
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30, Dec. 31, Dec. 31, Dec. 31,
Selected Per-Share Data(a) 2000(b) 1999 1998 1997
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $23.25 $13.03 $11.38 $10.00
Income From Investment Operations:
Net Investment Loss (0.09) (0.12) (0.12) (0.09)
Net Realized and Unrealized Gains on
Investments 2.42 12.08 1.77 1.47
-----------------------------------------------------------------------------
Total from Investment Operations 2.33 11.96 1.65 1.38
Less Distributions:
From Net Realized Gains -- (1.74) -- --
-----------------------------------------------------------------------------
Total Distributions -- (1.74) -- --
-----------------------------------------------------------------------------
Net Asset Value, End of Period $25.58 $23.25 $13.03 $11.38
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Ratios and Supplemental Data
-----------------------------------------------------------------------------
Total Return +10.0% +92.0% +14.5% +13.9%
Net Assets, End of Period (In Millions) $152 $65 $19 $16
Ratio of Expenses to Average Net Assets 1.4%* 1.6% 1.7% 1.6%
Ratio of Net Investment Loss to Average
Net Assets (0.9%)* (1.1%) (0.9%) (0.9%)
Portfolio Turnover Rate 330.0% 681.0% 206.9% 305.2%
</TABLE>

22
<PAGE>

YOUR INVESTMENT

STRONG ADVISOR SMALL CAP VALUE FUND--CLASS Z
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Selected Per-Share June 30, Dec. 31, Dec. 31,
Data(a) 2000(b) 1999 1998
-----------------------------------------------------
<S> <C> <C> <C>
Net Asset Value,
Beginning of Period $13.59 $10.61 $10.00
Income From Investment
Operations:
Net Investment Income
(Loss) 0.00(c) (0.08) (0.07)
Net Realized and
Unrealized Gains on
Investments 2.27 3.06 0.68
-----------------------------------------------------
Total from Investment
Operations 2.27 2.98 0.61
Less Distributions:
From Net Investment
Income -- -- --
-----------------------------------------------------
Total Distributions -- -- --
-----------------------------------------------------
Net Asset Value, End of
Period $15.86 $13.59 $10.61
-----------------------------------------------------
-----------------------------------------------------

Ratios and Supplemental
Data
-----------------------------------------------------
Total Return +16.7% +28.1% +6.1%
Net Assets, End of
Period (In Millions) $140 $45 $24
Ratio of Expenses to
Average Net Assets 1.4%* 1.7% 1.9%
Ratio of Net Investment
Loss to Average Net
Assets (0.1%)* (1.0%) (1.0%)
Portfolio Turnover Rate 33.9% 95.5% 121.5%
</TABLE>

23
<PAGE>

YOUR INVESTMENT

STRONG ADVISOR U.S. VALUE FUND--CLASS Z
(formerly Strong Equity Income Fund)
<TABLE>
------------------------------------------------------------------------------
<CAPTION>
April 30, Oct. 31, Oct. 31, Oct. 31, Oct. 31,
Selected Per-Share Data(a) 2000(b) 1999 1998 1997 1996(c)
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period $20.58 $17.20 $15.84 $12.03 $10.00
Income From Investment
Operations:
Net Investment Income 0.01 0.06 0.11 0.13 0.12
Net Realized and Unrealized
Gains on Investments 1.31 3.39 2.05 3.81 2.02
------------------------------------------------------------------------------
Total from Investment
Operations 1.32 3.45 2.16 3.94 2.14
Less Distributions:
From Net Investment Income (0.00)(d) (0.07) (0.11) (0.13) (0.11)
From Net Realized Gains (0.48) -- (0.64) -- --
In Excess of Realized Gains -- -- (0.05) -- --
------------------------------------------------------------------------------
Total Distributions (0.48) (0.07) (0.80) (0.13) (0.11)
------------------------------------------------------------------------------
Net Asset Value, End of
Period $21.42 $20.58 $17.20 $15.84 $12.03
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Ratios and Supplemental Data
------------------------------------------------------------------------------
Total Return +6.5% +20.1% +14.2% +32.9% +21.5%
Net Assets, End of Period
(In Millions) $232 $182 $171 $134 $29
Ratio of Expenses to Average
Net Assets 1.1%* 1.1% 1.1% 1.1% 1.3%*
Ratio of Net Investment
Income to
Average Net Assets 0.1%* 0.3% 0.7% 0.9% 1.6%*
Portfolio Turnover Rate 23.8% 32.3% 83.2% 152.6% 158.3%
</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 six months ended April 30, 2000 (unaudited).
(c) For the period from December 31, 1995 (inception) to October 31, 1996.
(d) Amount calculated is less than $0.01 or 0.1%.

24
<PAGE>

YOUR INVESTMENT

Distribution Fees
-------------------------------------------------------------------------------
The funds have adopted a Rule 12b-1 distribution and service plan for their
Class A, B, and C shares. Under the distribution and service plan, each fund
pays its distributor or others to sell shares of a given class. These expenses
may also include service fees paid to securities dealers or others that
provide on-going account services to distributors and shareholders. These
services may include establishing and maintaining shareholder accounts,
answering shareholder inquiries, and providing other personal services to
shareholders. These fees also compensate Strong Investments, Inc. (the
"Distributor") for other expenses including: (1) printing and distributing
prospectuses to persons other than shareholders; and (2) preparing, printing
and distributing advertising and sales literature and reports to shareholders
used for sales purposes. The distribution and service fees charged to each
class are based only on the fees attributable to that particular class. See
"What Share Classes We Offer" for a description of the distribution and
service fees paid by each class. Because Rule 12b-1 fees are on-going, over
time these fees will increase the cost of your investment and may cost more
than other types of sales charges.

-------------------------------------------------------------------------------
We determine the share price or NAV of a class of shares by dividing net as-
sets attributable to the class of shares (the value of the investments, cash,
and other assets attributable to the class of shares minus the fund's liabili-
ties attributable to the class of shares) by the number of shares in the class
outstanding.

-------------------------------------------------------------------------------

Share Price
-------------------------------------------------------------------------------
Your price for buying, selling, or exchanging specific classes of shares is
the net asset value per share (NAV) for that class of shares plus any
applicable sales charges. 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

25
<PAGE>

YOUR ACCOUNT

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 Advisor Funds.

Foreign Securities
Some of a fund's portfolio securities may be listed on foreign exchanges that
trade on days when we do not calculate an NAV. As a result, a 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 Advisor Funds, determine that they would have a material effect on the
fund's NAV.

What Share Classes We Offer
-------------------------------------------------------------------------------
We offer several classes of fund shares in this prospectus, each with a
different combination of sales charges, fees, eligibility requirements, and
other features. Your financial advisor can help you determine which class is
best for you. A brief summary of each class is presented below and a more
detailed description follows the table.

<TABLE>
<CAPTION>
Class A Class B Class C
-------------------------------------------------------------------------------------
<S> <C> <C> <C>
Initial 5.75% or less None None
Sales Charge
-------------------------------------------------------------------------------------
Deferred 1% on purchases 5% on shares sold 1% on
Sales Charge of $1 million or within the first year, purchases
more sold declining to 1% within sold within
within 12 months six years and 12 months
eliminated after that
-------------------------------------------------------------------------------------
Maximum 0.25% 1.00% 1.00%
12b-1 Fees
-------------------------------------------------------------------------------------
</TABLE>

26
<PAGE>

YOUR ACCOUNT

Class A Shares
You can buy Class A shares at the offering price, which is the net asset value
per share plus an up-front sales charge. You may qualify for a reduced sales
charge, or the sales charge may be waived, as described in "How to Reduce Your
Sales Charge." Class A shares are also subject to an annual service fee of
0.25% of the fund's average daily net assets which compensates your financial
advisor for providing on-going service to you. The Distributor retains the up-
front sales charge and the service fee on accounts with no authorized dealer of
record. The up-front Class A sales charge for the funds is as follows:

<TABLE>
<CAPTION>
Sales Charge
Sales Charge as % of Authorized Dealer
as % of Net Amount Commission as % of
Amount of Purchase Public Offering Price Invested Public Offering Price
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.00%
--------------------------------------------------------------------------------
$50,000 but less than
$100,000 4.50% 4.71% 3.75%
--------------------------------------------------------------------------------
$100,000 but less than
$250,000 3.50% 3.63% 2.80%
--------------------------------------------------------------------------------
$250,000 but less than
$500,000 2.50% 2.56% 2.00%
--------------------------------------------------------------------------------
$500,000 but less than
$1,000,000 2.00% 2.04% 1.60%
--------------------------------------------------------------------------------
$1,000,000 and over 0.00% 0.00% 1.00%
--------------------------------------------------------------------------------
</TABLE>

If you invest $1 million or more, you can buy Class A shares without an initial
sales charge. However, if you sell (redeem) your shares within 12 months of
purchase, you may have to pay a contingent deferred sales charge (CDSC) of 1%
of your purchase price. You do not have to pay this CDSC if your financial
advisor has made arrangements with the Distributor and agrees to waive the
commission.

27
<PAGE>

YOUR ACCOUNT

Class B Shares
You can buy Class B shares at the offering price, which is the net asset value
per share without any up-front sales charge so that the full amount of your
purchase is invested in the fund. However, you will pay annual distribution
and service fees of 1.00% of the funds' average daily net assets. The annual
0.25% service fee compensates your financial advisor for providing on-going
service to you. The Distributor retains the service and distribution fees on
accounts with no authorized dealer of record. The annual 0.75% distribution
fee compensates the Distributor for paying your financial advisor a 4.00% up-
front sales commission, which includes an advance of the first year's service
fee.

If you sell your shares within six years of purchase, you will have to pay a
CDSC, based on your purchase price, according to the following schedule.

<TABLE>
<CAPTION>
1 year or 2 years or 3 years or 4 years or 5 years or
more, but more, but more, but more, but more, but
Years Since Less than less than less than less than less than less than 6 years
Purchase 1 year 2 years 3 years 4 years 5 years 6 years or more
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CDSC 5% 4% 4% 3% 2% 1% None
</TABLE>

You do not pay a CDSC on any Class B shares you purchase by reinvesting
dividends. Class B shares automatically convert to Class A shares eight years
after you buy them so that the distribution fees you pay over the life of your
investment are limited. You will continue to pay an annual service fee on any
converted Class B shares.

Class B shares are only available for purchases up to $500,000.

Class C Shares
You can buy Class C shares at the offering price, which is the net asset value
per share without an up-front sales charge. Class C shares are also subject to
annual distribution and service fees of 1.00%. The annual 0.25% service fee
compensates your financial advisor for providing on-going service to you. The
annual 0.75% distribution fee reimburses the Distributor for paying your
financial advisor a 1% up-front sales commission. The Distributor

28
<PAGE>

YOUR ACCOUNT

advances the first-year's service and distribution fees. The Distributor
retains the service and distribution fees on accounts with no authorized dealer
of record.

If you sell (redeem) your Class C shares within 12 months of purchase, you will
have to pay a CDSC of 1% of your purchase price.

We place any investment of $1 million or more in Class A shares because there
is no initial sales charge and Class A's annual expenses are lower.

How to Reduce Your Sales Charge
--------------------------------------------------------------------------------
If you qualify for any of the sales charge reductions or waivers below, please
let us know at the time of your investment to help ensure that you receive the
lower sales charge.

Quantity Discounts
We offer several ways for you to combine your purchases in the Strong Advisor
Funds to take advantage of the lower sales charges for large purchases of Class
A shares.

. Rights of Accumulation--lets you combine all of your shares in the Strong
Advisor Funds for purposes of calculating the sales charge. You may also
combine the shares of your spouse, and your children or grandchildren, if
they are under the age of 21. Certain company and retirement plan accounts
may be included.

. Letter of Intent--expresses your intent to buy a stated dollar amount of
shares over a 13-month period and lets you receive the same sales charge as
if all shares had been purchased at one time. We will reserve a portion of
your shares to cover any additional sales charge that may apply if you do not
buy the amount stated in your letter of intent.

Reinstatement Privilege
If you sell your shares of a Strong Advisor Fund, you may reinvest some or all
of the proceeds within 365 days without an initial sales

29
<PAGE>

YOUR ACCOUNT

charge. The proceeds must be reinvested within the same share class, except
proceeds from the sale of Class B shares will be reinvested in Class A shares.
If you paid a CDSC when you sold your Class A or C shares, we will credit your
account with the amount of the CDSC paid, but a new CDSC may apply. For Class
B shares reinvested in Class A, a new CDSC will not apply, although your
account will not be credited with the amount of any CDSC paid when you sold
your Class B shares. This privilege does not apply to shares you buy and sell
under our exchange program.

Sales Charge Waivers
Class A shares may be purchased without an initial sales charge or CDSC by
various individuals, institutions, and retirement plans or by investors who
reinvest certain distributions and proceeds within 365 days. The CDSC for each
class may be waived for certain redemptions and distributions. If you would
like information about sales charge waivers, call your investment
representative or call us at 800-368-1683. A list of available sales charge
waivers may also be found in the Statement of Additional Information.

Group Investment Program
Groups of 11 or more investors are allowed to invest as a group. For sales
charge purposes, the group's investments are added together. There are other
requirements and the group must have a purpose other than buying fund shares
at a discount.

Buying Shares
-------------------------------------------------------------------------------
You can buy shares through a broker-dealer or other investment professional.
We encourage you to consult with an investment professional that can open an
account for you and help you with your investment decisions. Once you have an
account, you can buy, sell, and exchange shares by contacting your investment
professional. They will look after any necessary paperwork that is needed to
complete a transaction and send your order to us. Also, please ask about your
investment professional's limits, fees, and policies for buying, selling, and
exchanging shares, which may be

30
<PAGE>

YOUR ACCOUNT

different from those described here, and about related programs
or services.

Investment Minimums: When buying shares, you must meet the
following investment minimum requirements.

<TABLE>
<CAPTION>
Initial Investment Additional Investment
Minimum Minimum
-------------------------------------------------------------------
<S> <C> <C>
Regular accounts $2,500 $50
-------------------------------------------------------------------
Education IRA accounts $500 $50
-------------------------------------------------------------------
Other IRAs and $250 $50
UGMA/UTMA accounts
-------------------------------------------------------------------
SIMPLE IRA, SEP-IRA, the lesser of $50
403(b)(7), Keogh, Pension $250 or $25
Plan, and Profit Sharing per month
Plan accounts
-------------------------------------------------------------------
</TABLE>

Please Remember . . .

. You cannot use an Automatic Investment Plan with an
Education IRA.

. If you open a qualified retirement plan account where we or one
of our alliance partners provides administrative services, there
is no initial investment minimum.

Buying Instructions
You can buy shares in several ways. Make sure you indicate the
share class you have chosen.

Broker-dealer
You may purchase shares through a broker-dealer or other
intermediary, who may charge you a fee. Broker-dealers, including
each fund's distributor, and other intermediaries may also from
time to time sponsor or participate in promotional programs
pursuant to which investors receive incentives for establishing
with the broker-dealer or intermediary an account and/or for
purchasing shares of the Strong Advisor Funds through the

31
<PAGE>

YOUR ACCOUNT

account(s). Investors should contact the broker-dealer or
intermediary and consult the Statement of Additional Information
for more information about promotional programs.

Mail
You can add to an account by mail with a check made payable to Strong. Send it
to the address listed on the back of this prospectus, along with an Additional
Investment Form (for an existing account). We do not accept cash, third-party
checks, credit card convenience checks, or checks drawn on banks outside the
U.S. You will be charged $20 for every check, wire, or Electronic Funds
Transfer returned unpaid.

Wire
Call 800-368-1683 for instructions before wiring funds to add to an account.
This helps to ensure that your account will be credited promptly and
correctly.

Automatic Investment Services
See "Services for Investors" for detailed information on all of our automatic
investment services. You can sign up for these plans when you open your
account or you can add them later by calling 800-368-1683 for the appropriate
form.

Selling Shares
-------------------------------------------------------------------------------
You can access the money in your account by selling (also called redeeming)
some or all of your shares by one of the methods below. After your redemption
request is accepted, we normally send you the proceeds on the next business
day.

Selling Instructions
You can sell shares in several ways.

32
<PAGE>

YOUR ACCOUNT

Broker-dealer
You may sell shares through a broker-dealer or other intermediary, who may
charge you a fee.

Mail
Write a letter of instruction. It should specify your account number, the
dollar amount or number of shares you wish to redeem, the names and signatures
of the owners (or other authorized persons), and your mailing address. Then,
mail it to the address listed on the back of this prospectus.

Systematic Withdrawal Plan
You can set up automatic withdrawals from your account at regular intervals.
You can sign up for this service when you open your account, or you can add it
later by calling 800-368-1683 for the appropriate form. See "Services for
Investors" for information on this service and other automatic investment and
withdrawal services. Certain restrictions may apply. Refer to the Statement of
Additional Information for details.

Please Remember . . .

. If you recently purchased shares, the payment of your redemption proceeds may
be delayed by up to 10 days to allow the purchase check or electronic
transaction to clear.

. While the funds do not charge a redemption fee, you may be assessed a CDSC,
if applicable. When you redeem Class A, B, or C shares subject to a CDSC, the
fund will first redeem any shares that are not subject to a CDSC, and then
redeem the shares you have owned for the longest period of time. No CDSC is
imposed on shares you buy through the reinvestment of dividends and capital
gains. The holding period is calculated on a monthly basis and begins on the
first day of the month in which you buy shares. When you redeem shares
subject to a CDSC, the CDSC is calculated on your purchase price, deducted
from your redemption proceeds, and paid to the Distributor. The CDSC may be
waived under certain special circumstances as described in the Statement of
Additional Information.

33
<PAGE>

YOUR ACCOUNT

.Some transactions and requests require a signature guarantee.

.If you are selling shares you hold in certificate form, you must submit the
certificates with your redemption request. Each registered owner must sign
the certificates and all signatures must be guaranteed.

.With an IRA (or other retirement account), you will be charged (1) a $10
annual account maintenance fee for each account up to a maximum of $30 and
(2) a $50 fee for transferring assets to another custodian or for closing an
account.

.If you sell shares out of a non-IRA retirement account and you are eligible
to roll the sale proceeds into another retirement plan, we will withhold for
federal income tax purposes a portion of the sale proceeds unless you
transfer all of the proceeds to an eligible retirement plan.

Additional Policies
-------------------------------------------------------------------------------
Investing Through a Third Party
If you invest through a third party, the policies and fees may be different
than described in this prospectus. Banks, brokers, 401(k) plans, financial
advisors, and financial supermarkets may charge transaction fees and may set
different minimum investments or limitations on buying or selling shares.
Consult a representative of your plan or financial institution for details.

-------------------------------------------------------------------------------
Signature Guarantees help ensure that major trans- actions or changes to your
account are in fact authorized by you. For example, we require a signature
guarantee on written redemption requests for more than $100,000. You can
obtain a signature guarantee for a nominal fee from most banks, brokerage
firms, and other financial institutions. A notary public stamp or seal cannot
be substituted for a signature guarantee.

-------------------------------------------------------------------------------

34
<PAGE>

YOUR ACCOUNT

quarter, or (3) exchanged shares equal to at least $5 million, or more than 1%
of a fund's net assets, or (4) otherwise seem to follow a timing pattern.
Shares under common ownership or control are combined for purposes of these
limits.

Purchases In Kind
You may, if we approve, purchase shares of the fund with securities that are
eligible for purchase by the fund (consistent with the fund's investment
restrictions, policies, and goal) and that have a value that is readily
ascertainable in accordance with the fund's valuation policies.

Telephone and Internet Transactions
We use reasonable procedures to confirm that telephone and Internet transaction
requests are genuine. We may be responsible if we do not follow these
procedures. You are responsible for losses resulting from fraudulent or
unauthorized instructions received over the telephone or by computer, provided
we reasonably believe the instructions were genuine. To safeguard your account,
please keep your passwords confidential. Contact us immediately if you believe
there is a discrepancy between a transaction you performed and the confirmation
statement you received, or if you believe someone has obtained unauthorized
access to your account or password.

Verification of Account Statements
You should contact us in writing regarding any errors or discrepancies within
60 days after the date of the statement confirming a transaction. The statement
will be deemed correct if we do not hear from you within those 60 days.

Distributions
--------------------------------------------------------------------------------
Distribution Policy
The Advisor Common Stock, Advisor Focus, Advisor Mid Cap Growth, Advisor Small
Cap Value, and Advisor Technology Funds generally pay you dividends from net
investment income and distribute any net capital gains that they realize
annually. The

35
<PAGE>

YOUR ACCOUNT

Advisor U.S. Value Fund generally pays you dividends from net investment
income quarterly and distributes any net capital gains that it realizes
annually.

Reinvestment of Dividends and Capital Gain Distributions
Your dividends and capital gain distributions will be automatically reinvested
in additional shares, unless you choose otherwise. Your other options are to
receive checks for these payments, have them automatically invested in another
Strong Advisor Fund, or have them deposited into your bank account. To change
the current option for payment of dividends and capital gain distributions,
please contact your broker-dealer or call us at 800-368-1683.

Taxes
-------------------------------------------------------------------------------
Taxable Distributions
Any net investment income and net short-term capital gain distributions you
receive are taxable as ordinary dividend income at your income tax rate.
Distributions of net capital gains are generally taxable as long-term capital
gains. This is generally true no matter how long you have owned your shares
and whether you reinvest your distributions or take them in cash. You may also
have to pay taxes when you exchange or sell shares if your shares have
increased in value since you bought them.

-------------------------------------------------------------------------------
Generally, if your investment is in a Traditional IRA or other tax-deferred
account, your dividends and distributions will not be taxed at the time they
are paid, but instead at the time you withdraw them from your account.

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Unless your investment is in a tax-deferred retirement account such as an IRA,
you may want to avoid:
. Investing a large amount in a fund close to the end of the calendar year. If
the fund makes a capital gain distribution, you may receive some of your
investment back as a taxable distribution.
. Selling shares of a mutual fund at a loss if you have purchased additional
shares of the same fund within 30 days prior to the sale or if you plan to
purchase additional shares of the same fund within 30 days following the
sale. This is called a wash sale and you will not be allowed to claim a tax
loss on the transaction.

-------------------------------------------------------------------------------

36
<PAGE>

YOUR ACCOUNT

portion of those distributions may be treated as a return of capital to you.
Although a return of capital is not taxed, it will reduce the cost basis of
your shares.

Year-end Statement
To assist you in tax preparation, after the end of each calendar year, we send
you a statement of your fund's ordinary dividends and net capital gain
distributions (Form 1099).

Backup Withholding
By law, we must withhold 31% of your distributions and proceeds if (1) you are
subject to backup withholding or (2) you have not provided us with complete and
correct taxpayer information such as your Social Security Number (SSN) or Tax
Identification Number (TIN).

Because everyone's tax situation is unique, you should consult your tax
professional for assistance.

Services For Investors
--------------------------------------------------------------------------------
We provide you with a variety of services to help you manage your investment.
For more details, call 800-368-1683, 24 hours a day, 7 days a week. These
services include:

Strong Exchange Option
You may exchange shares of a fund for shares of an appropriate class of another
Strong Advisor Fund, either in writing, by telephone, or through your personal
computer, if the accounts are identically registered (with the same name,
address, and taxpayer identification number). Please ask us for the appropriate
prospectus and read it before investing in any of the Strong Advisor Funds.
Remember, an exchange of shares of one Strong Advisor Fund for those of another
Strong Advisor Fund is considered a sale and a purchase of shares for several
purposes, including tax purposes and may result in a capital gain or loss.
Purchases by exchange are subject to the investment requirements and other
criteria of the fund purchased.

37
<PAGE>

YOUR ACCOUNT

With this option, you can exchange shares between most Strong Advisor Funds
within the same class, generally without paying any additional sales charges.
However, if you exchange shares held for less than six to twelve months, you
may be charged the difference between the initial sales charge of the two
funds. Generally, exchanges may only be made between identically registered
accounts, unless you send written instructions with a signature guarantee. Any
CDSC will continue to be calculated from the date of your initial investment
and will not be charged at the time of the exchange. The purchase price for
determining a CDSC on exchanged shares will be the price you paid for the
original shares. If you exchange your Class B shares for the same class of
shares of another Strong Advisor Fund, the time your shares are held in that
fund will count towards the eight year period for automatic conversion to
Class A shares. Frequent exchanges can interfere with fund management or
operations and drive up costs for all shareholders. To protect shareholders,
there are limits on the number and amount of exchanges you may make (please
see "Market Timers" under "Additional Policies").

Strong Automatic Investment Services
You may invest or redeem automatically in the following ways, some of which
may be subject to additional restrictions or conditions.

Automatic Investment Plan (AIP)
This plan allows you to make regular, automatic investments from your
bank checking or savings account.

Automatic Exchange Plan
This plan allows you to make regular, automatic exchanges from one
eligible Strong Advisor Fund to another.

Automatic Dividend Reinvestment
Your dividends and capital gains will be automatically reinvested in
additional shares, unless you choose otherwise. Your other options are to
receive checks for these payments, have them automatically invested in
another Strong Advisor Fund, or have them deposited into your bank
account.

38
<PAGE>

YOUR ACCOUNT

Payroll Direct Deposit Plan
This plan allows you to send all or a portion of your paycheck, social
security check, military allotment, or annuity payment to the Strong
Advisor Funds of your choice.

Systematic Withdrawal Plan
This plan allows you to redeem a fixed sum from your account on a regular
basis. Payments may be sent electronically to a bank account or as a
check to you or anyone you properly designate. Certain restrictions may
apply. Refer to the Statement of Additional Information for details.

Some of these services may be subject to additional restrictions or conditions.
Call 800-368-3863 for more information.

Reserved Rights
--------------------------------------------------------------------------------
We reserve the right to:

. Refuse, change, discontinue, or temporarily suspend account services,
including purchase, exchange, or telephone and Strong online account access
redemption privileges, for any reason.

. Reject any purchase request for any reason including exchanges from other
Strong Advisor Funds. Generally, we do this if the purchase or exchange is
disruptive to the efficient management of a fund (due to the timing of the
investment or an investor's history of excessive trading).

. Change the minimum or maximum investment amounts.

. Delay sending out redemption proceeds for up to seven days (this generally
only applies to very large redemptions without notice, excessive trading, 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.

39
<PAGE>

YOUR ACCOUNT

. 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.

. Close any account that does not meet minimum investment requirements. We
will give you notice and 60 days to increase your balance to the required
minimum.

. Waive the initial investment minimum at our discretion.

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

. Amend or terminate purchases in kind at any time.

40
<PAGE>

Notes
--------------------------------------------------------------------------------

41
<PAGE>

Notes
--------------------------------------------------------------------------------

42
<PAGE>

Notes
--------------------------------------------------------------------------------

43
<PAGE>

Notes
--------------------------------------------------------------------------------

44
<PAGE>

Notes
--------------------------------------------------------------------------------

45
<PAGE>

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

Shareholder Reports: Additional information for the funds will be 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)
414-359-1400 or 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 online or download documents: [email protected]
SEC*: www.sec.gov

To reduce the volume of mail you receive, only one copy of financial reports,
prospectuses, and other regulatory materials is mailed to your household. You
can call us at 800-368-1683, or write to us at the address listed above, to
request (1) additional copies free of charge or (2) that we discontinue our
practice of householding regulatory materials.

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 Advisor Common Stock Fund, a series of Strong Common Stock Fund, Inc.,
SEC file number: 811-5687. Strong Advisor Focus Fund, a series of Strong Common
Stock Fund, Inc., SEC file number: 811-5687. Strong Advisor Mid Cap Growth
Fund, a series of Strong Equity Funds, Inc., SEC file number: 811-8100. Strong
Advisor Small Cap Value Fund, a series of Strong Equity Funds, Inc., SEC file
number: 811-8100. Strong Advisor Technology Fund, a series of Strong Common
Stock Fund, Inc., SEC file number: 811-5687. Strong Advisor U.S. Value Fund, a
series of Strong Conservative Equity Funds, Inc., SEC file number: 811-7656.

<PAGE>

[LOGO APPEARS HERE]

[PHOTO APPEARS HERE]

----------
the Strong
-------------------------------------------
A D V I S O R E Q U I T Y funds
--------------------------------
Class A, B, and L

N o v e m b e r 3 0 , 2 0 0 0

Strong Advisor Common Stock Fund

Strong Advisor Focus Fund

Strong Advisor Mid Cap Growth Fund

Strong Advisor Small Cap Value Fund

Strong Advisor Technology Fund

Strong Advisor U.S. Value Fund

<PAGE>

TABLE OF CONTENTS

Your Investment

Other Important Information You Should Know...................................20
Financial Highlights..........................................................21

Your Account

Distribution Fees.............................................................26
Share Price...................................................................26
What Share Classes We Offer...................................................27
How to Reduce Your Sales Charge...............................................30
Buying Shares.................................................................31
Selling Shares................................................................33
Additional Policies...........................................................35
Distributions.................................................................36
Taxes.........................................................................37
Services For Investors........................................................38
Reserved Rights...............................................................40
For More Information..................................................Back Cover

In this prospectus, "we" or "us" refers to Strong Capital Management, Inc., the
investment advisor, administrator, and transfer agent for the Strong Advisor
Funds.
<PAGE>

YOUR INVESTMENT

Key Information

The Strong Advisor U.S. Value Fund seeks total return by investing for both
income and capital growth.

What are the funds' principal
investment strategies?
--------------------------------------------------------------------------------
The Strong Advisor Common Stock Fund invests, under normal market conditions,
at least 65% of its assets in stocks of small- and medium-capitalization
companies that the fund's manager believes are underpriced yet have attractive
growth prospects. The fund's manager bases his analysis on a company's "private
marketvalue''--the price an investor would be willing to pay for the entire
company given its management, financial health, and growth potential. The
manager determines a company's private market value based on a fundamental
analysis of a company's cash flows, asset valuations, competitive standing, and
other factors the manager deems to be relevant to each industry. To a limited
extent, the fund may also invest in foreign securities. The manager may sell a
stock when its price no longer compares favorably with the company's private
market value.

1
<PAGE>

YOUR INVESTMENT

2
<PAGE>

YOUR INVESTMENT

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 (for example, a change in management or
reduction in earnings) 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.

3
<PAGE>

YOUR INVESTMENT

hedging strategy is successful depends on a variety of factors, particularly
the ability of the fund's manager to predict movements of the price of the
hedged stock. The manager's decision to engage in this hedging strategy will
reflect the manager's 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 manager may sell a stock when he believes
fundamental changes will hurt the company over the long term or when its price
becomes excessive.

4
<PAGE>

YOUR INVESTMENT

may also invest in foreign securities. The managers may sell a holding when its
fundamental qualities deteriorate.

The Strong Advisor U.S. Value Fund invests, under normal circumstances, at
least 65% of its assets in stocks of U.S. companies that the fund's managers
believe are undervalued relative to their intrinsic value as determined by
discounted cash flows, earnings, and asset value. The managers' philosophy is
that improving returns on invested capital drives improving valuations. The
managers select securities by screening for undervalued securities and
utilizing fundamental analysis such as management interviews and financial
modeling to select those securities with improving returns on capital. The
managers may sell a holding when its fundamental qualities deteriorate.

What are the main risks of investing in the funds?
--------------------------------------------------------------------------------
General stock risks: The major risks of each fund are those of investing in the
stock market. That means the funds 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.

Foreign securities risks: The Advisor Common Stock Fund, Advisor Focus Fund,
Advisor Mid Cap Growth Fund, Advisor Small Cap Value Fund, and the Advisor
Technology Fund may invest up to 25%

5
<PAGE>

YOUR INVESTMENT

of their assets, and the Advisor U.S. Value Fund may invest up to 10% of its
assets, in foreign securities. Foreign investments involve additional risks,
including less liquidity, currency-rate fluctuations, political and economic
instability, differences in financial reporting standards, and less-strict
regulation of securities markets.

6
<PAGE>

YOUR INVESTMENT

increase the volatility of the funds' portfolios. Generally, the smaller the
company size, the greater these risks.

Technology risk: The Advisor Technology Fund concentrates its assets in the
technology industry. The value of technology companies is vulnerable to rapidly
changing technology, extensive government regulation, and technological
advances. These companies face greater risk of business failure. Also, the
securities of these companies generally have higher price/earnings (P/E) ratios
than the P/E ratios of the general stock market. As a result, the fund's shares
are likely to fluctuate in value more than those of a fund investing in a
broader range of securities.

Writing options risks: The Advisor Focus Fund, Advisor Mid Cap Growth Fund,
Advisor Small Cap Value Fund, and Advisor Technology Fund write put and call
options. The funds will receive fees for writing options but are 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 a fund's losses. Using options
in this manner may reduce a fund's opportunity for investment gain. The funds
will segregate liquid

7
<PAGE>

YOUR INVESTMENT
assets, such as cash, short-term debt, and other liquid securities to the
extent required to cover the financial exposure created by the use of these
instruments.

Fund Structure
Each of the funds has adopted a multiple class plan and offers several classes
of shares. Only the Class A, B, and L shares of each fund are offered in this
prospectus. The principal differences among Class A, B, and L shares are each
class' sales charges and annual expenses. Class A and L shares are subject to
a front-end sales charge. Class B and L shares are subject to a contingent
deferred sales charge (CDSC), and Class A shares are subject to a CDSC in
limited circumstances. Class A, B, and L shares are subject to distribution
fees under a Rule 12b-1 plan. Because distribution fees are paid out of the
fund's assets on an on-going basis, over time these fees will increase the
cost of an investment in Class A, B, or L shares and may cost more than other
types of sales charges.

Fund Performance
The following return information illustrates how the performance of the funds
can vary, which is one indication of the risks of investing in the funds.

Performance results of the Class A, B, and L shares, which were first offered
on November 30, 2000, are based on the historical performance of the funds'
former Retail Class shares, currently Class Z shares, from the inception of
the fund up to November 29, 2000, recalculated to reflect the different
expenses applicable to those classes. The Class Z shares are not offered by
this prospectus. The returns for the Class A, B, and L shares are
substantially similar to those of the Class Z shares depicted below because
each is invested in the same portfolio of securities and the only differences
relate to the differences in the fees and expenses of each class of shares.

8
<PAGE>

YOUR INVESTMENT

Please keep in mind that the past performance of each fund does not represent
how it will perform in the future. The information assumes that you reinvested
all dividends and distributions.

The bar chart and performance table for the Advisor Focus Fund and Advisor
Technology Fund are not presented here because the funds are new and did not
begin operations until November 30, 2000.

9
<PAGE>

YOUR INVESTMENT

[Performance Bar Chart]

CALENDAR YEAR TOTAL RETURNS

Advisor Advisor
Common Mid Cap
Stock Growth
1990 1.0%
1991 57.1%
1992 20.8%
1993 25.2%
1994 -0.5%
1995 32.4%
1996 20.5%
1997 24.0% 13.9%
1998 6.6% 14.5%
1999 40.4% 92.0%

Advisor
Advisor Small Cap
U.S. Value Value
1990
1991
1992
1993
1994
1995
1996 28.1%
1997 31.3%
1998 22.7% 6.1%
1999 15.1% 28.1%

BEST AND WORST QUARTERLY PERFORMANCE

(During the periods shown above)

The bar chart does not reflect any sales charges which were first charged on
November 30, 2000. If it did, returns would be lower than those shown.

<PAGE>

YOUR INVESTMENT

AVERAGE ANNUAL TOTAL RETURNS
As of 12-31-99
<TABLE>
<CAPTION>
Fund/Index 1-year 5-year 10-year Since Inception
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advisor Common Stock
Class A 31.94% 22.41% 20.51% 20.50%
Class B 34.53% 23.24% 20.86% 20.85%
Class L 37.14% 23.16% 20.64% 20.63%
Russell 2000 Index 21.26% 16.69% 13.40% 13.40%
Lipper Mid-Cap
Value Funds Index 11.94% 14.88% 11.79% 11.79%
.........................................................................
Advisor Mid Cap Growth
Class A 80.66% -- -- 32.78%
Class B 86.28% -- -- 34.28%
Class L 88.37% -- -- 34.56%
S&P MidCap 400 Index 14.72% -- -- 21.81%
Lipper Mid-Cap
Growth Funds Index 73.72% -- -- 29.69%
.........................................................................
Advisor Small Cap Value
Class A 20.44% -- -- 12.88%
Class B 22.37% -- -- 14.12%
Class L 25.11% -- -- 15.28%
Russell 2000 Index 21.26% -- -- 8.71%
Lipper Small-Cap
Value Funds Index 1.89% -- -- -2.51%
.........................................................................
Advisor U.S. Value
Class A 8.10% -- -- 21.90%
Class B 9.10% -- -- 22.81%
Class L 12.08% -- -- 20.77%
S&P 500 Index 21.04% -- -- 26.39%
Lipper Large Cap
Value Funds Index 10.78% -- -- 19.47%
--------------------------------------------------------------------------
</TABLE>

Unlike the bar chart, the performance table reflects the impact of the maximum
initial sales charge which was first charged on November 30, 2000. No sales
charge is imposed on reinvested dividends and distributions.

11
<PAGE>

YOUR INVESTMENT

500 Index is an unmanaged index generally representative of the U.S. stock
market. The Lipper Large-Cap Value Funds Index is an equally-weighted
performance index of the largest qualifying funds in this Lipper category.

Shareholder Fees
(fees paid directly from your investment)
Fees are stated as a percentage of the offering price unless otherwise noted.

<TABLE>
<CAPTION>
Maximum Contingent Deferred
Maximum Sales Sales Charge (Load) (CDSC)
Charge (Load) (As a percentage
Fund/Share Class Imposed on Purchases of the purchase price)
------------------------------------------------------------------------------------
<S> <C> <C>
Advisor Common Stock
Class A 5.75% None
Class B None 5.00%
Class L 1.00% 1.00%
------------------------------------------------------------------------------------
Advisor Focus
Class A 5.75% None
Class B None 5.00%
Class L 1.00% 1.00%
------------------------------------------------------------------------------------
Advisor Mid Cap Growth
Class A 5.75% None
Class B None 5.00%
Class L 1.00% 1.00%
------------------------------------------------------------------------------------
</TABLE>

12
<PAGE>

YOUR INVESTMENT

<TABLE>
<CAPTION>
Maximum Contingent Deferred
Maximum Sales Sales Charge (Load) (CDSC)
Charge (Load) (As a percentage
Fund/Share Class Imposed on Purchases of the purchase price)
------------------------------------------------------------------------------------
<S> <C> <C>
Advisor Small Cap Value
Class A 5.75% None
Class B None 5.00%
Class L 1.00% 1.00%
------------------------------------------------------------------------------------
Advisor Technology
Class A 5.75% None
Class B None 5.00%
Class L 1.00% 1.00%
------------------------------------------------------------------------------------
Advisor U.S. Value
Class A 5.75% None
Class B None 5.00%
Class L 1.00% 1.00%
------------------------------------------------------------------------------------
</TABLE>

You may not pay the maximum sales charge because waivers and reduced sales
charges are available in some cases. In addition, some Class A purchases of $1
million or more or without an initial sales charge may be subject to a 1% CDSC
if redeemed within 12 months of purchase. Class L purchases will be subject to
a 1% CDSC if redeemed within 18 months of purchase. See "What Share Classes We
Offer."

Annual Fund Operating Expenses
(expenses that are deducted from fund assets)
The costs of operating the funds are deducted from fund assets, which means you
pay them indirectly. These costs are deducted before computing the daily share
price or making distributions. As a result, they don't appear on your account
statement, but instead reduce the total return you receive from your fund
investment.

13
<PAGE>

YOUR INVESTMENT

Annual Fund Operating Expenses (as a percent of average net assets)

<TABLE>
<CAPTION>
Fund/ Management 12b-1 Distribution Other Total Annual Fund
Share Class Fees and Service Fees Expenses/1/ Operating Expenses
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advisor Common Stock
Class A 0.75% 0.25% 0.54% 1.54%
Class B 0.75% 1.00% 0.25% 2.00%
Class L 0.75% 0.75% 0.50% 2.00%
--------------------------------------------------------------------------------
Advisor Focus
Class A 0.75% 0.25% 0.67% 1.67%
Class B 0.75% 1.00% 0.67% 2.42%
Class L 0.75% 0.75% 0.67% 2.17%
--------------------------------------------------------------------------------
Advisor Mid Cap Growth
Class A 0.75% 0.25% 0.59% 1.59%
Class B 0.75% 1.00% 0.25% 2.00%
Class L 0.75% 0.75% 0.50% 2.00%
--------------------------------------------------------------------------------
Advisor Small Cap Value
Class A 0.75% 0.25% 0.59% 1.59%
Class B 0.75% 1.00% 0.25% 2.00%
Class L 0.75% 0.75% 0.50% 2.00%
--------------------------------------------------------------------------------
Advisor Technology
Class A 0.75% 0.25% 0.92% 1.92%
Class B 0.75% 1.00% 0.92% 2.67%
Class L 0.75% 0.75% 0.92% 2.42%
--------------------------------------------------------------------------------
Advisor U.S. Value
Class A 0.55% 0.25% 0.58% 1.38%
Class B 0.55% 1.00% 0.45% 2.00%
Class L 0.55% 0.75% 0.58% 1.88%
--------------------------------------------------------------------------------
</TABLE>

/1/Other Expenses are based on estimated amounts for the current fiscal year.

14
<PAGE>

YOUR INVESTMENT

Example: This example is intended to help you compare the cost of investing in
the funds with the cost of investing in other mutual funds. The maximum initial
sales charge, if any, is reflected in this example. The example assumes that
you invest $10,000 in the funds and reinvest all dividends and distributions
for the time periods indicated, and then either redeem or do not redeem all of
your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the funds' operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:

<TABLE>
<CAPTION>
1 3 5 10
Fund/Share Class year years years years
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advisor Common Stock
Class A $723 $1,033 $1,366 $2,304
Class B (if you redeem your shares) $718 $1,065 $1,310 $2,327
Class B (if you do not redeem your shares) $203 $ 627 $1,078 $2,327
Class L (if you redeem your shares) $403 $ 721 $1,167 $2,404
Class L (if you do not redeem your shares) $301 $ 721 $1,167 $2,404
---------------------------------------------------------------------
Advisor Focus
Class A $735 $1,071 $1,430 $2,438
Class B (if you redeem your shares) $758 $1,186 $1,518 $2,756
Class B (if you do not redeem your shares) $245 $ 755 $1,291 $2,756
Class L (if you redeem your shares) $420 $ 772 $1,253 $2,578
Class L (if you do not redeem your shares) $318 $ 772 $1,253 $2,578
---------------------------------------------------------------------
Advisor Mid Cap Growth
Class A $727 $1,048 $1,391 $2,356
Class B (if you redeem your shares) $718 $1,065 $1,310 $2,327
Class B (if you do not redeem your shares) $203 $ 627 $1,078 $2,327
Class L (if you redeem your shares) $403 $ 721 $1,167 $2,404
Class L (if you do not redeem your shares) $301 $ 721 $1,167 $2,404
---------------------------------------------------------------------
</TABLE>

15
<PAGE>

YOUR INVESTMENT

<TABLE>
<CAPTION>
1 3 5 10
Fund/Share Class year years years years
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advisor Small Cap Value
Class A $727 $1,048 $1,391 $2,356
Class B (if you redeem your shares) $718 $1,065 $1,310 $2,327
Class B (if you do not redeem your shares) $203 $ 627 $1,078 $2,327
Class L (if you redeem your shares) $403 $ 721 $1,167 $2,404
Class L (if you do not redeem your shares) $301 $ 721 $1,167 $2,404
---------------------------------------------------------------------
Advisor Technology
Class A $759 $1,143 $1,552 $2,689
Class B (if you redeem your shares) $782 $1,258 $1,639 $3,003
Class B (if you do not redeem your shares) $270 $ 829 $1,415 $3,003
Class L (if you redeem your shares) $444 $ 847 $1,378 $2,829
Class L (if you do not redeem your shares) $343 $ 847 $1,378 $2,829
---------------------------------------------------------------------
Advisor U.S. Value
Class A $707 $ 987 $1,287 $2,137
Class B (if you redeem your shares) $718 $1,065 $1,310 $2,327
Class B (if you do not redeem your shares) $203 $ 627 $1,078 $2,327
Class L (if you redeem your shares) $391 $ 685 $1,106 $2,279
Class L (if you do not redeem your shares) $289 $ 685 $1,106 $2,279
---------------------------------------------------------------------
</TABLE>

16
<PAGE>

YOUR INVESTMENT

Who are the funds' investment advisor
and portfolio managers?
--------------------------------------------------------------------------------
Strong Capital Management, Inc. (Strong) is the investment advisor for the
funds. Strong provides investment management services for mutual funds and
other investment portfolios representing assets, as of September 30, 2000, of
over $47 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.

The following individuals are the funds' portfolio managers.

James B. Burkart co-manages the Advisor Technology Fund. He has over 25 years
of investment experience. Mr. Burkart joined Strong in November 2000, and has
co-managed the Advisor Technology Fund since its inception in November 2000.
From August 1998 to November 2000, Mr. Burkart was an equity portfolio manager
for Scudder Kemper Investments Inc. From 1990 to August 1998, Mr. Burkart was a
senior technology analyst and portfolio manager at the Northern Trust Company.
Prior to 1990, Mr. Burkart was a senior technology analyst at First Chicago,
Harris Trust and Interstate Securities. Mr. Burkart received his bachelors
degree in Economics from Indiana University in 1969.

17
<PAGE>

YOUR INVESTMENT

from the Kellogg Graduate School of Management at Northwestern University in
1995.

Derek V.W. Felske co-manages the Advisor Mid Cap Growth 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 Advisor Mid Cap Growth Fund since February 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.

Deborah L. Koch co-manages the Advisor Technology Fund. She has over 15 years
of investment experience and is a Chartered Financial Analyst. Ms. Koch joined
Strong in November 2000, and has co-managed the Advisor Technology Fund since
its inception in November 2000. From September 1992 to November 2000, Ms. Koch
was employed by Scudder Kemper Investments Inc. She served as a technology
analyst from September 1992 to September 1999 and as a portfolio manager from
September 1999 to November 2000. From December 1985 to September 1992,
Ms. Koch was a technology analyst for Stein Roe & Farnham. Ms. Koch received
her bachelors degree in Finance from the University of Rhode Island in 1983,
and her Masters of Business Administration from DePaul University in 1987.

18
<PAGE>

YOUR INVESTMENT

served as an equity trader/analyst to AAI. Prior to working at AAI, Mr.
Milaitis served for three years as an equity portfolio assistant to the
Illinois State Board of Investment. Mr. Milaitis received his bachelors degree
in Economics from Illinois State University in 1984 and his Masters of Business
Administration in Finance from DePaul University in 1991.

I. Charles Rinaldi manages the Advisor Small Cap Value Fund. He has over 25
years of investment experience. He joined Strong as a portfolio manager in
November 1997 and has managed the Advisor

19
<PAGE>

YOUR INVESTMENT

Small Cap Value Fund since its inception in December 1997. Prior to joining
Strong, Mr. Rinaldi was employed by Mutual of America Capital Management
Corporation (MOA) as a Vice President from November 1989 to January 1994 and
as a Senior Vice President from January 1994 to November 1997. While at MOA,
Mr. Rinaldi managed the equity portion of a balanced fund and managed the
value and growth portfolios of an aggressive equity fund. Prior to joining
MOA, he was employed by Glickenhaus & Co. Mr. Rinaldi received his bachelors
degree in Biology from St. Michael's College in 1965 and his Masters of
Business Administration in Finance from Babson College in 1970.

Richard T. Weiss manages the Advisor Common Stock Fund. He has over 25 years
of investment experience and has managed the Advisor Common Stock Fund since
March 1991. Mr. Weiss joined Strong as a portfolio manager in March 1991.
Prior to joining Strong, Mr. Weiss was employed by Stein Roe & Farnham, where
he began his career as a research analyst in 1975. He was named a portfolio
manager in 1981. Mr. Weiss received his bachelors degree in Business
Administration from the University of Southern California in 1973 and his
Masters of Business Administration in Business from Harvard Graduate School of
Business Administration in 1975. In addition, Mr. Weiss is a member of
Strong's Executive Committee.

Other Important Information
You Should Know

20
<PAGE>

YOUR INVESTMENT

Financial Highlights
--------------------------------------------------------------------------------
This information describes investment performance of the funds' Retail Class
shares, currently Class Z shares, for the periods shown. Certain information
reflects financial results for a single Class Z share outstanding for the
entire period. "Total Return" shows how much an investment in Class Z shares of
the fund would have increased (or decreased) during each period, assuming you
had reinvested all dividends and distributions. The Class Z shares are not
offered by this prospectus. The returns for the Class A, B, and L shares are
substantially similar to those of the Class Z shares because each is invested
in the same portfolio of securities and the only differences relate to the
differences in the fees and expenses of each class of shares. These figures,
except for the most recent six-month period, have been audited by
PricewaterhouseCoopers LLP, whose report, along with the funds' financial
statements, is included in the funds' annual report.

21
<PAGE>

YOUR INVESTMENT

STRONG ADVISOR COMMON STOCK FUND -- CLASS Z
<TABLE>
--------------------------------------------------------------------------------
<CAPTION>
Selected Per-Share June 30, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
Data(a) 2000(b) 1999 1998 1997 1996 1995
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period $25.21 $21.06 $21.02 $20.24 $19.77 $16.74
Income From Investment
Operations:
Net Investment Income
(Loss) 0.01 (0.01) 0.00(c) 0.01 0.06 0.11
Net Realized and
Unrealized Gains on
Investments 0.10 8.19 1.36 4.67 3.87 5.25
----------------------------------------------------------------------------------
Total from Investment
Operations 0.11 8.18 1.36 4.68 3.93 5.36
Less Distributions:
From Net Investment
Income -- -- -- (0.01) (0.06) (0.10)
In Excess of Net
Investment Income -- -- -- (0.03) (0.05) (0.02)
From Net Realized Gains -- (4.03) (1.32) (3.86) (3.35) (2.21)
----------------------------------------------------------------------------------
Total Distributions -- (4.03) (1.32) (3.90) (3.46) (2.33)
----------------------------------------------------------------------------------
Net Asset Value, End of
Period $25.32 $25.21 $21.06 $21.02 $20.24 $19.77
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ratios and
Supplemental Data
----------------------------------------------------------------------------------
Total Return +0.4% +40.4% +6.6% +24.0% +20.5% +32.4%
Net Assets, End of
Period
(In Millions) $1,737 $1,733 $1,440 $1,565 $1,244 $1,061
Ratio of Expenses to
Average Net Assets
without Waivers,
Absorptions and Fees
Paid Indirectly by
Advisor 1.2%* 1.2% 1.2% 1.2% 1.2% 1.2%
Ratio of Expenses to
Average Net Assets 1.2%* 1.2% 1.2% 1.2% 1.2% 1.2%
Ratio of Net Investment
Income (Loss) to
Average Net Assets 0.1%* (0.1%) 0.0%(c) 0.0%(c) 0.3% 0.5%
Portfolio Turnover Rate 46.1% 80.1% 102.6% 117.3% 90.9% 91.5%
</TABLE>

22
<PAGE>

YOUR INVESTMENT

STRONG ADVISOR MID CAP GROWTH FUND -- CLASS Z
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30, Dec. 31, Dec. 31, Dec. 31,
Selected Per-Share Data(a) 2000(b) 1999 1998 1997
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $23.25 $13.03 $11.38 $10.00
Income From Investment Operations:
Net Investment Loss (0.09) (0.12) (0.12) (0.09)
Net Realized and Unrealized Gains on
Investments 2.42 12.08 1.77 1.47
-----------------------------------------------------------------------------
Total from Investment Operations 2.33 11.96 1.65 1.38
Less Distributions:
From Net Realized Gains -- (1.74) -- --
-----------------------------------------------------------------------------
Total Distributions -- (1.74) -- --
-----------------------------------------------------------------------------
Net Asset Value, End of Period $25.58 $23.25 $13.03 $11.38
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Ratios and Supplemental Data
-----------------------------------------------------------------------------
Total Return +10.0% +92.0% +14.5% +13.9%
Net Assets, End of Period (In Millions) $152 $65 $19 $16
Ratio of Expenses to Average Net Assets 1.4%* 1.6% 1.7% 1.6%
Ratio of Net Investment Loss to Average
Net Assets (0.9%)* (1.1%) (0.9%) (0.9%)
Portfolio Turnover Rate 330.0% 681.0% 206.9% 305.2%
</TABLE>

23
<PAGE>

YOUR INVESTMENT

STRONG ADVISOR SMALL CAP VALUE FUND -- CLASS Z
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Selected Per-Share June 30, Dec. 31, Dec. 31,
Data(a) 2000(b) 1999 1998
-----------------------------------------------------
<S> <C> <C> <C>
Net Asset Value,
Beginning of Period $13.59 $10.61 $10.00
Income From Investment
Operations:
Net Investment Income
(Loss) 0.00(c) (0.08) (0.07)
Net Realized and
Unrealized Gains on
Investments 2.27 3.06 0.68
-----------------------------------------------------
Total from Investment
Operations 2.27 2.98 0.61
Less Distributions:
From Net Investment
Income -- -- --
-----------------------------------------------------
Total Distributions -- -- --
-----------------------------------------------------
Net Asset Value, End of
Period $15.86 $13.59 $10.61
-----------------------------------------------------
-----------------------------------------------------

24
<PAGE>

YOUR INVESTMENT

STRONG ADVISOR U.S. VALUE FUND -- CLASS Z
(formerly Strong Equity Income Fund)
<TABLE>
------------------------------------------------------------------------------
<CAPTION>
April 30, Oct. 31, Oct. 31, Oct. 31, Oct. 31,
Selected Per-Share Data(a) 2000(b) 1999 1998 1997 1996(c)
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period $20.58 $17.20 $15.84 $12.03 $10.00
Income From Investment
Operations:
Net Investment Income 0.01 0.06 0.11 0.13 0.12
Net Realized and Unrealized
Gains on Investments 1.31 3.39 2.05 3.81 2.02
------------------------------------------------------------------------------
Total from Investment
Operations 1.32 3.45 2.16 3.94 2.14
Less Distributions:
From Net Investment Income (0.00)(d) (0.07) (0.11) (0.13) (0.11)
From Net Realized Gains (0.48) -- (0.64) -- --
In Excess of Realized Gains -- -- (0.05) -- --
------------------------------------------------------------------------------
Total Distributions (0.48) (0.07) (0.80) (0.13) (0.11)
------------------------------------------------------------------------------
Net Asset Value, End of
Period $21.42 $20.58 $17.20 $15.84 $12.03
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Ratios and Supplemental Data
------------------------------------------------------------------------------
Total Return +6.5% +20.1% +14.2% +32.9% +21.5%
Net Assets, End of Period
(In Millions) $232 $182 $171 $134 $29
Ratio of Expenses to Average
Net Assets 1.1%* 1.1% 1.1% 1.1% 1.3%*
Ratio of Net Investment
Income to
Average Net Assets 0.1%* 0.3% 0.7% 0.9% 1.6%*
Portfolio Turnover Rate 23.8% 32.3% 83.2% 152.6% 158.3%
</TABLE>

25
<PAGE>

YOUR ACCOUNT

Distribution Fees
-------------------------------------------------------------------------------
The funds have adopted a Rule 12b-1 distribution and service plan for their
Class A, B, and L shares. Under the distribution and service plan, each fund
pays its distributor or others to sell shares of a given class. These expenses
may also include service fees paid to securities dealers or others that
provide on-going account services to distributors and shareholders. These
services may include establishing and maintaining shareholder accounts,
answering shareholder inquiries, and providing other personal services to
shareholders. These fees also compensate Strong Investments, Inc. (the
"Distributor") for other expenses including: (1) printing and distributing
prospectuses to persons other than shareholders; and (2) preparing, printing
and distributing advertising and sales literature and reports to shareholders
used for sales purposes. The distribution and service fees charged to each
class are based only on the fees attributable to that particular class. See
"What Share Classes We Offer" for a description of the distribution and
service fees paid by each class. Because Rule 12b-1 fees are on-going, over
time these fees will increase the cost of your investment and may cost more
than other types of sales charges.

-------------------------------------------------------------------------------

26
<PAGE>

YOUR ACCOUNT

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 Advisor Funds.

Foreign Securities
Some of a fund's portfolio securities may be listed on foreign
exchanges that trade on days when we do not calculate an NAV. As a
result, a 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 Advisor Funds,
determine that they would have a material effect on the fund's
NAV.

What Share Classes We Offer
-------------------------------------------------------------------
We offer several classes of fund shares in this prospectus, each
with a different combination of sales charges, fees, eligibility
requirements, and other features. Your financial advisor can help
you determine which class is best for you. A brief summary of each
class is presented below and a more detailed description follows
the table.

<TABLE>
<CAPTION>
Class A Class B Class L
-----------------------------------------------------------------------------
<S> <C> <C> <C>
Initial Sales Charge 5.75% or less None 1.00%
-----------------------------------------------------------------------------
Deferred Sales 1% on purchases 5% on shares sold 1% on purchases
Charge of $1 million or within the first year, sold within
more sold within declining to 1% 18 months
12 months within six years
and eliminated
after that
-----------------------------------------------------------------------------
Maximum 12b-1 0.25% 1.00% 0.75%
Fees
-----------------------------------------------------------------------------
</TABLE>

27
<PAGE>

YOUR ACCOUNT

Class A Shares
You can buy Class A shares at the offering price, which is the net
asset value per share plus an up-front sales charge. You may
qualify for a reduced sales charge, or the sales charge may be
waived, as described in "How to Reduce Your Sales Charge." Class A
shares are also subject to an annual service fee of 0.25% of the
fund's average daily net assets which compensates your financial
advisor for providing on-going service to you. The Distributor
retains the up-front sales charge and the service fee on accounts
with no authorized dealer of record. The up-front Class A sales
charge for the funds is as follows:

<TABLE>
<CAPTION>
Authorized Dealer
Sales Charge as Sales Charge Commission as % of
% of Public as % of Net Public Offering
Amount of Purchase Offering Price Amount Invested Price
--------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.00%
$50,000 but less than
$100,000 4.50% 4.71% 3.75%
$100,000 but less than
$250,000 3.50% 3.63% 2.80%
$250,000 but less than
$500,000 2.50% 2.56% 2.00%
$500,000 but less than
$1,000,000 2.00% 2.04% 1.60%
$1,000,000 and over 0.00% 0.00% 1.00%
</TABLE>

If you invest $1 million or more, you can buy Class A shares
without an initial sales charge. However, if you sell (redeem)
your shares within 12 months of purchase, you may have to pay a
contingent deferred sales charge (CDSC) of 1% of your purchase
price. You do not have to pay this CDSC if your financial advisor
has made arrangements with the Distributor and agrees to waive the
commission.

28
<PAGE>

YOUR ACCOUNT

with no authorized dealer of record. The annual 0.75% distribution
fee compensates the Distributor for paying your financial advisor
a 4.00% up-front sales commission, which includes an advance of
the first year's service fee.

If you sell your shares within six years of purchase, you will
have to pay a CDSC, based on your purchase price, according to the
following schedule.

You do not pay a CDSC on any Class B shares you purchase by
reinvesting dividends. Class B shares automatically convert to
Class A shares eight years after you buy them so that the
distribution fees you pay over the life of your investment are
limited. You will continue to pay an annual service fee on any
converted Class B shares.

Class B shares are only available for purchases up to $500,000.

Class L Shares
You can buy Class L shares at the offering price, which is the net
asset value per share plus an up-front sales charge. Class L
shares are also subject to annual distribution and service fees of
0.75%. The annual 0.25% service fee compensates your financial
advisor for providing on-going service to you. The Distributor
retains the service and distribution fees on accounts with no
authorized dealer of record. The annual 0.50% distribution fee
reimburses the Distributor for paying your financial advisor an
on-going sales commission. The Distributor advances the first-
year's service and distribution fees. The up-front Class L sales
charge for the funds is as follows:

<TABLE>
<CAPTION>
Authorized Dealer
Sales Charge Sales Charge as Commission as
as % of Public % of Net % of Public
Amount of Purchase Offering Price Amount Invested Offering Price
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $1,000,000 1.00% 1.01% 2.00%
</TABLE>

29
<PAGE>

YOUR ACCOUNT

If you sell (redeem) your Class L shares within 18 months of
purchase, you will have to pay a CDSC of 1% of your purchase
price.

We place any investment of $1 million or more in Class A shares
because there is no initial sales charge and Class A's annual
expenses are lower.

How to Reduce Your Sales Charge
-------------------------------------------------------------------------------
If you qualify for any of the sales charge reductions or waivers below, please
let us know at the time of your investment to help ensure that you receive the
lower sales charge.

Quantity Discounts
We offer several ways for you to combine your purchases in the Strong Advisor
Funds to take advantage of the lower sales charges for large purchases of
Class A shares.

. Letter of Intent--expresses your intent to buy a stated dollar amount of
shares over a 13-month period and lets you receive the same sales charge as
if all shares had been purchased at one time. We will reserve a portion of
your shares to cover any additional sales charge that may apply if you do
not buy the amount stated in your letter of intent.

Reinstatement Privilege
If you sell your shares of a Strong Advisor Fund, you may reinvest some or all
of the proceeds within 365 days without an initial sales charge. The proceeds
must be reinvested within the same share class, except proceeds from the sale
of Class B shares will be reinvested in Class A shares. If you paid a CDSC
when you sold your Class A or L shares, we will credit your account with the

30
<PAGE>

YOUR ACCOUNT

amount of the CDSC paid, but a new CDSC may apply. For Class B shares
reinvested in Class A, a new CDSC will not apply, although your account will
not be credited with the amount of any CDSC paid when you sold your Class B
shares. This privilege does not apply to shares you buy and sell under our
exchange program.

Buying Shares
--------------------------------------------------------------------------------
You can buy shares through a broker-dealer or other investment professional. We
encourage you to consult with an investment professional that can open an
account for you and help you with your investment decisions. Once you have an
account, you can buy, sell, and exchange shares by contacting your investment
professional. They will look after any necessary paperwork that is needed to
complete a transaction and send your order to us. Also, please ask about your
investment professional's limits, fees, and policies for buying, selling, and
exchanging shares, which may be different from those described here, and about
related programs or services.

31
<PAGE>

YOUR ACCOUNT

Investment Minimums: When buying shares, you must meet the following
investment minimum requirements.

Please Remember . . .

. You cannot use an Automatic Investment Plan with an Education IRA.

. If you open a qualified retirement plan account where we or one of our
alliance partners provides administrative services, there is no initial
investment minimum.

Buying Instructions
You can buy shares in several ways. Make sure you indicate the share class you
have chosen.

Broker-dealer
You may purchase shares through a broker-dealer or other intermediary, who may
charge you a fee. Broker-dealers, including each fund's distributor, and other
intermediaries may also from time to time sponsor or participate in
promotional programs pursuant to which investors receive incentives for
establishing with the broker-dealer or intermediary an account and/or for
purchasing shares of the Strong Advisor Funds through the account(s).
Investors should contact the broker-dealer or intermediary and consult the
Statement of Additional Information for more information about promotional
programs.

32
<PAGE>

YOUR ACCOUNT

Wire
Call 800-368-1683 for instructions before wiring funds to add to an account.
This helps to ensure that your account will be credited promptly and correctly.

Automatic Investment Services
See "Services for Investors" for detailed information on all of our automatic
investment services. You can sign up for these plans when you open your account
or you can add them later by calling 800-368-1683 for the appropriate form.

Selling Shares
--------------------------------------------------------------------------------
You can access the money in your account by selling (also called redeeming)
some or all of your shares by one of the methods below. After your redemption
request is accepted, we normally send you the proceeds on the next business
day.

Selling Instructions
You can sell shares in several ways.

Broker-dealer
You may sell shares through a broker-dealer or other intermediary, who may
charge you a fee.

Mail
Write a letter of instruction. It should specify your account number, the
dollar amount or number of shares you wish to

33
<PAGE>

YOUR ACCOUNT

redeem, the names and signatures of the owners (or other authorized persons),
and your mailing address. Then, mail it to the address listed on the back of
this prospectus.

Please Remember . . .

. If you recently purchased shares, the payment of your redemption proceeds
may be delayed by up to 10 days to allow the purchase check or electronic
transaction to clear.

. While the funds do not charge a redemption fee, you may be assessed a CDSC,
if applicable. When you redeem Class A, B, or L shares subject to a CDSC,
the fund will first redeem any shares that are not subject to a CDSC, and
then redeem the shares you have owned for the longest period of time. No
CDSC is imposed on shares you buy through the reinvestment of dividends and
capital gains. The holding period is calculated on a monthly basis and
begins on the first day of the month in which you buy shares. When you
redeem shares subject to a CDSC, the CDSC is calculated on your purchase
price, deducted from your redemption proceeds, and paid to the Distributor.
The CDSC may be waived under certain special circumstances as described in
the Statement of Additional Information.

34
<PAGE>

YOUR ACCOUNT

. Some transactions and requests require a signature guarantee.

. If you are selling shares you hold in certificate form, you must submit
the certificates with your redemption request. Each registered owner must
sign the certificates and all signatures must be guaranteed.

. With an IRA (or other retirement account), you will be charged (1) a $10
annual account maintenance fee for each account up to a maximum of $30 and
(2) a $50 fee for transferring assets to another custodian or for closing an
account.

. If you sell shares out of a non-IRA retirement account and you are eligible
to roll the sale proceeds into another retirement plan, we will withhold for
federal income tax purposes a portion of the sale proceeds unless you
transfer all of the proceeds to an eligible retirement plan.

-------------------------------------------------------------------------------
Signature Guarantees help ensure that major transactions or changes to your
account are in fact authorized by you. For example, we require a signature
guarantee on written redemption requests for more than $100,000. You can ob-
tain a signature guarantee for a nominal fee from most banks, brokerage firms,
and other financial institutions. A notary public stamp or seal cannot be sub-
stituted for a signature guarantee.

-------------------------------------------------------------------------------

35
<PAGE>

YOUR ACCOUNT

Telephone and Internet Transactions
We use reasonable procedures to confirm that telephone and Internet
transaction requests are genuine. We may be responsible if we do not follow
these procedures. You are responsible for losses resulting from fraudulent or
unauthorized instructions received over the telephone or by computer, provided
we reasonably believe the instructions were genuine. To safeguard your
account, please keep your passwords confidential. Contact us immediately if
you believe there is a discrepancy between a transaction you performed and the
confirmation statement you received, or if you believe someone has obtained
unauthorized access to your account or password.

Verification of Account Statements
You should contact us in writing regarding any errors or discrepancies within
60 days after the date of the statement confirming a transaction. The
statement will be deemed correct if we do not hear from you within those 60
days.

Distributions
-------------------------------------------------------------------------------
Distribution Policy
The Advisor Common Stock, Advisor Focus, Advisor Mid Cap Growth, Advisor Small
Cap Value, and Advisor Technology Funds generally pay you dividends from net
investment income and distribute any net capital gains that they realize
annually. The

36
<PAGE>

YOUR ACCOUNT

Advisor U.S. Value Fund generally pays you dividends from net investment
income quarterly and distributes any net capital gains that it realizes
annually.

-------------------------------------------------------------------------------

37
<PAGE>

YOUR ACCOUNT

portion of those distributions may be treated as a return of capital to you.
Although a return of capital is not taxed, it will reduce the cost basis of
your shares.

Year-end Statement
To assist you in tax preparation, after the end of each calendar year, we send
you a statement of your fund's ordinary dividends and net capital gain
distributions (Form 1099).

Backup Withholding
By law, we must withhold 31% of your distributions and proceeds if (1) you are
subject to backup withholding or (2) you have not provided us with complete
and correct taxpayer information such as your Social Security Number (SSN) or
Tax Identification Number (TIN).

Because everyone's tax situation is unique, you should consult your tax
professional for assistance.

Services For Investors
-------------------------------------------------------------------------------
We provide you with a variety of services to help you manage your investment.
For more details, call 800-368-1683, 24 hours a day, 7 days a week. These
services include:

Strong Exchange Option
You may exchange shares of a fund for shares of an appropriate class of
another Strong Advisor Fund, either in writing, by telephone, or through your
personal computer, if the accounts are identically registered (with the same
name, address, and taxpayer identification number). Please ask us for the
appropriate prospectus and read it before investing in any of the Strong
Advisor Funds. Remember, an exchange of shares of one Strong Advisor Fund for
those of another Strong Advisor Fund is considered a sale and a purchase of
shares for several purposes, including tax purposes and may result in a
capital gain or loss. Purchases by exchange are subject to the investment
requirements and other criteria of the fund purchased.

38
<PAGE>

YOUR ACCOUNT

With this option, you can exchange shares between most Strong Advisor Funds
within the same class, generally without paying any additional sales charges.
However, if you exchange shares held for less than six to twelve months, you
may be charged the difference between the initial sales charge of the two
funds. Generally, exchanges may only be made between identically registered
accounts, unless you send written instructions with a signature guarantee. Any
CDSC will continue to be calculated from the date of your initial investment
and will not be charged at the time of the exchange. The purchase price for
determining a CDSC on exchanged shares will be the price you paid for the
original shares. If you exchange your Class B shares for the same class of
shares of another Strong Advisor Fund, the time your shares are held in that
fund will count towards the eight year period for automatic conversion to Class
A shares. Frequent exchanges can interfere with fund management or operations
and drive up costs for all shareholders. To protect shareholders, there are
limits on the number and amount of exchanges you may make (please see "Market
Timers" under "Additional Policies").

Strong Automatic Investment Services
You may invest or redeem automatically in the following ways, some of which may
be subject to additional restrictions or conditions.

Automatic Investment Plan (AIP)
This plan allows you to make regular, automatic investments from your
bank checking or savings account.

Automatic Exchange Plan
This plan allows you to make regular, automatic exchanges from one
eligible Strong Advisor Fund to another.

39
<PAGE>

YOUR ACCOUNT

Payroll Direct Deposit Plan
This plan allows you to send all or a portion of your paycheck, social
security check, military allotment, or annuity payment to the Strong
Advisor Funds of your choice.

Some of these services may be subject to additional restrictions or
conditions. Call 800-368-1683 for more information.

Reserved Rights
-------------------------------------------------------------------------------
We reserve the right to:

. Refuse, change, discontinue, or temporarily suspend account services,
including purchase, exchange, or telephone and Strong online account access
redemption privileges, for any reason.

. Change the minimum or maximum investment amounts.

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

40
<PAGE>

YOUR ACCOUNT

. Close any account that does not meet minimum investment requirements. We will
give you notice and 60 days to increase your balance to the required minimum.

. Waive the initial investment minimum at our discretion.

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

. Amend or terminate purchases in kind at any time.

41
<PAGE>

Notes
--------------------------------------------------------------------------------

42
<PAGE>

Notes
--------------------------------------------------------------------------------

43
<PAGE>

Notes
--------------------------------------------------------------------------------

44
<PAGE>

Notes
--------------------------------------------------------------------------------

45
<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)
414-359-1400 or 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 online or download documents: [email protected]
SEC*: www.sec.gov

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

<PAGE>

[LOGO APPEARS HERE]

[PHOTO APPEARS HERE]

----------
the Strong
-------------------------------------------
A D V I S O R E Q U I T Y funds
--------------------------------
Class Z

N o v e m b e r 3 0 , 2 0 0 0

Strong Advisor Common Stock Fund

Strong Advisor Mid Cap Growth Fund

Strong Advisor Small Cap Value Fund

Strong Advisor U.S. Value Fund

<PAGE>

TABLE OF CONTENTS

Your Investment

Key Information
What are the funds' goals?.....................................................1
What are the funds' principal investment strategies?...........................1
What are the main risks of investing in the funds?.............................4
What are the funds' fees and expenses?.........................................9
Who are the funds' investment advisor and portfolio managers?.................10

Other Important Information You Should Know...................................13
Financial Highlights..........................................................13

Your Account

Share Price...................................................................18
Qualified Investors...........................................................19
Buying Shares.................................................................20
Selling Shares................................................................22
Additional Policies...........................................................25
Distributions.................................................................27
Taxes.........................................................................27
Services For Investors........................................................28
Reserved Rights...............................................................31
For More Information..................................................Back Cover

In this prospectus, "we" or "us" refers to Strong Capital Management, Inc., the
investment advisor, administrator, and transfer agent for the Strong Advisor
Funds.
<PAGE>

YOUR INVESTMENT

Key Information

What are the funds' goals?
--------------------------------------------------------------------------------
The Strong Advisor Common Stock Fund, Strong Advisor Mid Cap Growth Fund, and
Strong Advisor Small Cap Value Fund seek capital growth.

The Strong Advisor U.S. Value Fund seeks total return by investing for both
income and capital growth.

What are the funds' principal
investment strategies?
--------------------------------------------------------------------------------
The Strong Advisor Common Stock Fund invests, under normal circumstances, at
least 65% of its assets in stocks of small- and medium-capitalization companies
that the fund's manager believes are underpriced yet have attractive growth
prospects. The fund's manager bases his analysis on a company's "private
marketvalue''--the price an investor would be willing to pay for the entire
company given its management, financial health, and growth potential. The
manager determines a company's private market value based on a fundamental
analysis of a company's cash flows, asset valuations, competitive standing, and
other factors the manager deems to be relevant to each industry. To a limited
extent, the fund may also invest in foreign securities. The manager may sell a
stock when its price no longer compares favorably with the company's private
market value.

The Strong Advisor Mid Cap Growth Fund invests, under normal circumstances, at
least 65% of its assets in stocks of medium-capitalization companies that the
fund's managers believe have favorable prospects for growth of earnings and
capital appreciation. The fund defines "medium-capitalization companies" as
companies with a market capitalization substantially similar to that of
companies in the S&P MidCap 400 Index at the time of

1
<PAGE>

YOUR INVESTMENT

investment. The portfolio can invest in futures and options transactions for
hedging and risk management purposes. Also, 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 (for example, a change in
management or reduction in earnings) 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 Strong Advisor Small Cap Value Fund invests, under normal circumstances,
at least 65% of its assets in stocks of small-capitalization companies that
the fund's manager believes are undervalued relative to the market based on
earnings, cash flow, or asset value. The fund defines "small-capitalization
companies" as companies with a market capitalization substantially similar to
that of companies in the Russell 2500 Index at the time of investment. The
manager specifically looks for companies whose stock prices may benefit from a
positive dynamic of change, such as a new management team, a new product or
service, a corporate restructuring, an improved business plan, or a change in
the

2
<PAGE>

YOUR INVESTMENT

political, economic, or social environment. 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 manager to predict movements of the price of the hedged stock. The
manager's decision to engage in this hedging strategy will reflect the
manager's 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 manager may sell a stock when he believes fundamental
changes will hurt the company over the long term or when its price becomes
excessive.

The Strong Advisor U.S. Value Fund invests, under normal circumstances, at
least 65% of its assets in stocks of U.S. companies that the fund's managers
believe are undervalued relative to their intrinsic value as determined by
discounted cash flows, earnings, and asset value. The managers' philosophy is
that improving returns on invested capital drives improving valuations. The
managers select securities by screening for undervalued securities and
utilizing fundamental analysis such as management interviews and financial
modeling to select those securities with improving returns on capital. The
managers may sell a holding when its fundamental qualities deteriorate.

3
<PAGE>

YOUR INVESTMENT

position could reduce the benefit to these funds if the market goes up. In
this case, the funds may not achieve their investment goals.

What are the main risks of investing in the funds?
-------------------------------------------------------------------------------
General stock risks: The major risks of each fund are those of investing in
the stock market. That means the funds 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.

Foreign securities risks: The Advisor Common Stock Fund, Advisor Mid Cap
Growth Fund, and Advisor Small Cap Value Fund may invest up to 25% of their
assets in foreign securities. Foreign investments involve additional risks,
including less liquidity, currency-rate fluctuations, political and economic
instability, differences in financial reporting standards, and less-strict
regulation of securities markets.

Futures and options risks: The Advisor Mid Cap Growth Fund uses futures and
options to manage risk or hedge against market volatility. Futures are
agreements for the future sale by one party and purchase by another party of
an underlying financial instrument at a specified price on a specified date.
Options are rights, but not obligations, to buy or sell a security at a
specified price on a specified date. Futures and options may not always be
successful hedges and their prices can be highly volatile. They may not always
successfully manage risk. Using them could lower a fund's total return, and
the potential loss from the use of futures can exceed a fund's initial
investment in such contracts.

4
<PAGE>

YOUR INVESTMENT

Smaller companies risks: The Advisor Common Stock Fund, Advisor Mid Cap Growth
Fund, and the Advisor Small Cap Value Fund invest a substantial portion of
their assets in the stocks of smaller-capitalization companies. Small-
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 funds' portfolios.
Generally, the smaller the company size, the greater these risks.

Writing options risks: The Advisor Mid Cap Growth Fund and Advisor Small Cap
Value Fund write put and call options. The funds will receive fees for writing
options but are 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 a fund's
losses. Using options in this manner may reduce a fund's opportunity for
investment gain. The funds will segregate liquid assets, such as cash, short-
term debt, and other liquid securities to the extent required to cover the
financial exposure created by the use of these instruments.

5
<PAGE>

YOUR INVESTMENT

Fund Structure
Each of the funds has adopted a multiple class plan which offers Class A,
Class B, Class C, Class L, and Class Z shares. The principal differences among
the Class A, B, C, L, and Z shares are each class' sales charges and annual
expenses. Only the Class Z shares of each fund are offered in this prospectus.
The Class Z shares are the Advisor Common Stock Fund's, Advisor Mid Cap Growth
Fund's, Advisor Small Cap Value Fund's, and Advisor U.S. Value Fund's former
Retail Class shares. Class Z shares, which are not subject to a sales charge
or distribution fee, are available only to certain types of investors (see
"Qualified Investors").

Fund Performance
The following return information illustrates how the performance of the Class
Z shares, formerly Retail Class shares, of the funds can vary, which is one
indication of the risks of investing in the funds. Please keep in mind that
the past performance of each fund does not represent how it will perform in
the future. The information assumes that you reinvested all dividends and
distributions.

6
<PAGE>

YOUR INVESTMENT

[GRAPH]

CALENDAR YEAR TOTAL RETURNS

Advisor Advisor
Common Mid Cap
Stock Growth
1990 1.0%
1991 57.1%
1992 20.8%
1993 25.2%
1994 -0.5%
1995 32.4%
1996 20.5%
1997 24.0% 13.9%
1998 6.6% 14.5%
1999 40.4% 92.0%

Advisor
Advisor Small Cap
U.S. Value Value
1990
1991
1992
1993
1994
1995
1996 28.1%
1997 31.3%
1998 22.7% 6.1%
1999 15.1% 28.1%

BEST AND WORST QUARTERLY PERFORMANCE

(During the periods shown above)

7
<PAGE>

YOUR INVESTMENT

AVERAGE ANNUAL TOTAL RETURNS
As of 12-31-99
<TABLE>
<CAPTION>
10-
Fund/Index 1-year 5-year year Since Inception
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advisor Common Stock 40.35% 24.24% 21.59% 21.59% (12-29-89)
Russell 2000 Index 21.26% 16.69% 13.40% 13.40%
Lipper Mid-Cap Value Funds Index 11.94% 14.88% 11.79% 11.79%
.........................................................................
Advisor Mid Cap Growth 92.02% -- -- 35.78% (12-31-96)
S&P MidCap 400 Index 14.72% -- -- 21.81%
Lipper Mid-Cap Growth Funds Index 73.72% -- -- 29.69%
.........................................................................
Advisor Small Cap Value 28.09% -- -- 16.58% (12-31-97)
Russell 2000 Index 21.26% -- -- 8.71%
Lipper Small-Cap Value Funds Index 1.89% -- -- -2.51%
.........................................................................
Advisor U.S. Value 15.05% -- -- 24.12% (12-29-95)
S&P 500 Index 21.04% -- -- 26.39%
Lipper Large Cap Value Funds Index 10.78% -- -- 19.47%
-----------------------------------------------------------------------------
</TABLE>

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. The S&P MidCap 400 Index is an unmanaged index
generally representative of the U.S. market for medium capitalization stocks.
The Lipper Mid-Cap Growth Funds Index and the Lipper Small-Cap Value Funds
Index are equally-weighted performance indices of the largest qualifying funds
in those Lipper categories. The S&P 500 Index is an unmanaged index generally
representative of the U.S. stock market. The Lipper Large-Cap Value Funds
Index is an equally-weighted performance index of the largest qualifying funds
in this Lipper category.

8
<PAGE>

YOUR INVESTMENT

What are the funds' fees and expenses?
--------------------------------------------------------------------------------
This section describes the fees and expenses that you may pay if you buy and
hold shares of the funds.

Shareholder Fees
(fees paid directly from your investment)
The Class Z shares of each fund are 100% no-load, so you pay no sales charges
(loads) to buy or sell shares.

Annual Fund Operating Expenses (as a percent of average net assets)

<TABLE>
<CAPTION>
Management Other Total Annual Fund
Fund Fees Expenses/1/ Operating Expenses
---------------------------------------------------------------------------------
<S> <C> <C> <C>
Advisor Common Stock 0.75% 0.43% 1.18%
Advisor Mid Cap Growth 0.75% 0.51% 1.26%
Advisor Small Cap Value 0.75% 0.54% 1.29%
Advisor U.S. Value 0.55% 0.47% 1.02%
</TABLE>

/1/Other Expenses are based on estimated amounts for the current fiscal year.

Example: This example is intended to help you compare the cost of investing in
the funds with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the funds and reinvest all dividends and
distributions for the time periods indicated, and then either redeem or do not
redeem all of your shares at the end of those periods. The example also assumes
that your investment has a 5% return each year and that the funds' operating
expenses remain the same. Although your actual costs

9
<PAGE>

YOUR INVESTMENT

may be higher or lower, based on these assumptions, your costs would be:

<TABLE>
<CAPTION>
1 10
Fund year 3 years 5 years years
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advisor Common Stock $120 $375 $649 $1,432
Advisor Mid Cap Growth $128 $400 $692 $1,523
Advisor Small Cap Value $131 $409 $708 $1,556
Advisor U.S. Value $104 $325 $563 $1,248
</TABLE>

The following individuals are the funds' portfolio managers.

Dean G. DuMonthier co-manages the Advisor U.S. Value Fund. He has over four
years of investment experience and is a Chartered Financial Analyst. Mr.
DuMonthier joined Strong as an equity research analyst in April 1996. In
January 1999, he began managing equity accounts for Strong, and has co-managed
the Advisor U.S. Value Fund since November 2000. For eight years prior to
joining Strong, Mr. DuMonthier worked at Hewitt Associates as an investment
consultant and as a management consultant. Mr. DuMonthier received his
bachelors degree in Economics from Lawrence University in 1988 and a Masters
of Management degree from the Kellogg Graduate School of Management at
Northwestern University in 1995.

10
<PAGE>

YOUR INVESTMENT

Rimas M. Milaitis co-manages the Advisor U.S. Value Fund. He has over ten years
of investment experience. He joined Strong as a portfolio manager in December
1995. He has managed or co-managed the Advisor U.S. Value Fund since its
inception in December 1995. For four years prior to joining Strong, he managed
several conservative equity portfolios that invested in stocks and bonds at Aon
Advisors, Inc. (AAI). For two years prior to that, he served as an equity
trader/analyst to AAI. Prior to working at AAI, Mr. Milaitis served for three
years as an equity portfolio assistant to the Illinois State Board of
Investment. Mr. Milaitis received his bachelors degree in Economics from
Illinois State University in 1984 and his Masters of Business Administration in
Finance from DePaul University in 1991.

Ronald C. Ognar co-manages the Advisor Mid Cap Growth 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 co-managed the Advisor Mid
Cap Growth Fund since February 1999. 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

11
<PAGE>

YOUR INVESTMENT

two years in the U.S. Army. He received his bachelors degree in Accounting
from the University of Illinois in 1968.

Richard T. Weiss manages the Advisor Common Stock Fund. He has over 25 years
of investment experience and has managed the Advisor Common Stock Fund since
March 1991. Mr. Weiss joined Strong as a portfolio manager in March 1991.
Prior to joining Strong, Mr. Weiss was employed by Stein Roe & Farnham, where
he began his career as a research analyst in 1975. He was named a portfolio
manager in 1981. Mr. Weiss received his bachelors degree in Business
Administration from the University of Southern California in 1973 and his
Masters of Business Administration in Business from Harvard Graduate School of
Business Administration in 1975. In addition, Mr. Weiss is a member of
Strong's Executive Committee.

12
<PAGE>

YOUR INVESTMENT

Other Important InformationYou Should Know

Financial Highlights
--------------------------------------------------------------------------------
This information describes investment performance of the funds' Retail Class
shares, currently Class Z shares, for the periods shown. Certain information
reflects financial results for a single Class Z share outstanding for the
entire period. "Total Return" shows how much an investment in the Class Z
shares of the fund would have increased (or decreased) during each period,
assuming you had reinvested all dividends and distributions. These figures,
except for the most recent six-month period, have been audited by
PricewaterhouseCoopers LLP, whose report, along with the funds' financial
statements, is included in the funds' annual report.

13
<PAGE>

YOUR INVESTMENT

STRONG ADVISOR COMMON STOCK FUND--CLASS Z
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Selected Per-Share June 30, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
Data(a) 2000(b) 1999 1998 1997 1996 1995
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period $25.21 $21.06 $21.02 $20.24 $19.77 $16.74
Income From Investment
Operations:
Net Investment Income
(Loss) 0.01 (0.01) 0.00(c) 0.01 0.06 0.11
Net Realized and
Unrealized Gains on
Investments 0.10 8.19 1.36 4.67 3.87 5.25
----------------------------------------------------------------------------------
Total from Investment
Operations 0.11 8.18 1.36 4.68 3.93 5.36
Less Distributions:
From Net Investment
Income -- -- -- (0.01) (0.06) (0.10)
In Excess of Net
Investment Income -- -- -- (0.03) (0.05) (0.02)
From Net Realized Gains -- (4.03) (1.32) (3.86) (3.35) (2.21)
----------------------------------------------------------------------------------
Total Distributions -- (4.03) (1.32) (3.90) (3.46) (2.33)
----------------------------------------------------------------------------------
Net Asset Value, End of
Period $25.32 $25.21 $21.06 $21.02 $20.24 $19.77
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ratios and Supplemental
Data
----------------------------------------------------------------------------------
Total Return +0.4% +40.4% +6.6% +24.0% +20.5% +32.4%
Net Assets, End of
Period (In Millions) $1,737 $1,733 $1,440 $1,565 $1,244 $1,061
Ratio of Expenses to
Average Net Assets
without Waivers,
Absorptions and Fees
Paid Indirectly by
Advisor 1.2%* 1.2% 1.2% 1.2% 1.2% 1.2%
Ratio of Expenses to
Average Net Assets 1.2%* 1.2% 1.2% 1.2% 1.2% 1.2%
Ratio of Net Investment
Income (Loss) to
Average Net Assets 0.1%* (0.1%) 0.0%(c) 0.0%(c) 0.3% 0.5%
Portfolio Turnover Rate 46.1% 80.1% 102.6% 117.3% 90.9% 91.5%
</TABLE>

14
<PAGE>

YOUR INVESTMENT

STRONG ADVISOR MID CAP GROWTH FUND--CLASS Z
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30, Dec. 31, Dec. 31, Dec. 31,
Selected Per-Share Data(a) 2000(b) 1999 1998 1997
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $23.25 $13.03 $11.38 $10.00
Income From Investment Operations:
Net Investment Loss (0.09) (0.12) (0.12) (0.09)
Net Realized and Unrealized Gains on
Investments 2.42 12.08 1.77 1.47
-----------------------------------------------------------------------------
Total from Investment Operations 2.33 11.96 1.65 1.38
Less Distributions:
From Net Realized Gains -- (1.74) -- --
-----------------------------------------------------------------------------
Total Distributions -- (1.74) -- --
-----------------------------------------------------------------------------
Net Asset Value, End of Period $25.58 $23.25 $13.03 $11.38
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Ratios and Supplemental Data
-----------------------------------------------------------------------------
Total Return +10.0% +92.0% +14.5% +13.9%
Net Assets, End of Period (In Millions) $152 $65 $19 $16
Ratio of Expenses to Average Net Assets 1.4%* 1.6% 1.7% 1.6%
Ratio of Net Investment Loss to Average
Net Assets (0.9%)* (1.1%) (0.9%) (0.9%)
Portfolio Turnover Rate 330.0% 681.0% 206.9% 305.2%
</TABLE>

15
<PAGE>

YOUR INVESTMENT

16
<PAGE>

YOUR INVESTMENT

STRONG ADVISOR U.S. VALUE FUND--CLASS Z
(formerly Strong Equity Income Fund)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
April 30, Oct. 31, Oct. 31, Oct. 31, Oct. 31,
Selected Per-Share Data(a) 2000(b) 1999 1998 1997 1996(c)
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period $20.58 $17.20 $15.84 $12.03 $10.00
Income From Investment
Operations:
Net Investment Income 0.01 0.06 0.11 0.13 0.12
Net Realized and Unrealized
Gains on Investments 1.31 3.39 2.05 3.81 2.02
------------------------------------------------------------------------------
Total from Investment
Operations 1.32 3.45 2.16 3.94 2.14
Less Distributions:
From Net Investment Income (0.00)(d) (0.07) (0.11) (0.13) (0.11)
From Net Realized Gains (0.48) -- (0.64) -- --
In Excess of Realized Gains -- -- (0.05) -- --
------------------------------------------------------------------------------
Total Distributions (0.48) (0.07) (0.80) (0.13) (0.11)
------------------------------------------------------------------------------
Net Asset Value, End of
Period $21.42 $20.58 $17.20 $15.84 $12.03
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Ratios and Supplemental Data
------------------------------------------------------------------------------
Total Return +6.5% +20.1% +14.2% +32.9% +21.5%
Net Assets, End of Period
(In Millions) $232 $182 $171 $134 $29
Ratio of Expenses to Average
Net Assets 1.1%* 1.1% 1.1% 1.1% 1.3%*
Ratio of Net Investment
Income to Average Net
Assets 0.1%* 0.3% 0.7% 0.9% 1.6%*
Portfolio Turnover Rate 23.8% 32.3% 83.2% 152.6% 158.3%
</TABLE>

17
<PAGE>

YOUR ACCOUNT

Share Price
-------------------------------------------------------------------------------
Your transaction price for buying, selling, or exchanging shares of the funds
or specific classes of the funds is the net asset value per share (NAV) for
that fund or class of shares. 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 Advisor Funds.

-------------------------------------------------------------------------------

18
<PAGE>

YOUR ACCOUNT

Qualified Investors
--------------------------------------------------------------------------------
You may purchase Class Z shares only under limited circumstances, at the net
asset value on the day of purchase. Investors and registered investment
advisors that owned shares of a fund on November 30, 2000, that were renamed
Class Z shares, may continue to own those Class Z shares. The following types
of investors may qualify to purchase Class Z shares of the funds:

. Investors holding Class Z shares of a fund on November 30, 2000 that were
purchased directly from Strong and not through an intermediary, except as
described below, and registered investment advisors holding Class Z shares of
a fund on November 30, 2000;

. Officers, directors, and employees of the fund, Strong, the fund's
distributor, and these entities' affiliates, and each of their immediate
family members (grandparent, parent, sibling, child, grandchild and spouse)
who live in the same household;

. Employer-sponsored retirement plans, and their participants, for which
Strong, the fund's distributor, or one of their affiliates, has entered into
an agreement to provide document or administrative services, and other
retirement plans whose administrators or dealers have entered into an
agreement with Strong, the fund's distributor, or one of their affiliates, to
perform services;

. 401(k) plans holding Class Z shares of a fund on November 30, 2000;

. Certain institutional investors purchasing more than $10 million of Class Z
shares;

. Any Strong fund of funds structure such as Strong Life Stage Series, Inc.;

. Any Internal Revenue Code (S) 529 plan for which Strong provides investment
management services; and

. Any accounts in a fee-based advisory program managed by Strong including, but
not limited to, the Strong Advisor and the Strong Private Client programs.

For more information on the purchase of Class Z shares, call 800-368-3863.

19
<PAGE>

YOUR ACCOUNT

Buying Shares
-------------------------------------------------------------------------------
Investment Minimums: When buying shares, you must meet the following
investment minimum requirements. Institutions buying Class Z shares for the
first time must invest at least $10 million.

<TABLE>
<CAPTION>
Initial Investment Additional Investment
Minimum Minimum
-------------------------------------------------------------------------
<S> <C> <C>
Regular accounts $2,500 $50
-------------------------------------------------------------------------
Education IRA accounts $500 $50
-------------------------------------------------------------------------
Other IRAs and $250 $50
UGMA/UTMA accounts
-------------------------------------------------------------------------
SIMPLE IRA, SEP-IRA, 403(b)(7), the lesser of $50
Keogh, Pension Plan, and Profit $250 or $25
Sharing per month
Plan accounts
-------------------------------------------------------------------------
</TABLE>

Buying Instructions
You can buy shares in several ways.

Mail
You can open or add to an account by mail with a check made payable to Strong.
Send it to the address listed on the back of this prospectus, along with your
account application (for a new account) or an Additional Investment Form (for
an existing account).

Express PurchaseSM
You can make additional investments to your existing account directly from
your bank account. If you didn't establish this option when you opened your
account, visit the Account Services area at www.eStrong.com or call us at 800-
368-3863 for a Shareholder Account Options Form.

-------------------------------------------------------------------------------
Questions?
Call 800-368-3863
24 hours a day
7 days a week

-------------------------------------------------------------------------------

20
<PAGE>

YOUR ACCOUNT

Strong Direct(R)
You can use Strong Direct(R) to add to your investment from your bank account
or to exchange shares between Strong Advisor Funds by calling 800-368-7550. See
"Services for Investors" for more information.

Strong Online Account Access
You can use Strong online account access at www.eStrong.com, to add to your
investment from your bank account or to exchange shares between Strong Advisor
Funds. See "Services for Investors" for more information.

Investor Centers
You can visit our Investor Center in Menomonee Falls, Wisconsin, near
Milwaukee. Visit the Account Services area at www.eStrong.com or call 800-368-
3863 for hours and directions, or for the location of our other Investor
Centers.

Wire
Call 800-368-3863 for instructions before wiring funds either to open or add to
an account. This helps to ensure that your account will be credited promptly
and correctly.

Automatic Investment Services
See "Services for Investors" for detailed information on all of our automatic
investment services. You can set up automatic withdrawals from your account at
regular intervals. You can sign up for these plans when you open your account
or you can add them later by visiting the Account Services area at
www.eStrong.com or by calling 800-368-3863 for the appropriate form.

21
<PAGE>

YOUR ACCOUNT

purchasing shares of the Strong Advisor Funds through the account(s).
Investors should contact the broker-dealer or intermediary and consult the
Statement of Additional Information for more information about promotional
programs.

Please Remember . . .

. We only accept checks payable to Strong.

. We do not accept cash, third-party checks, credit card convenience checks,
or checks drawn on banks outside the U.S.

. You will be charged $20 for every check, wire, or Electronic Funds Transfer
returned unpaid.

Selling Instructions
You can sell shares in several ways.

Redemption Option
Sign up for the redemption option when you open your account or add it later
by visiting the Account Services area at www.eStrong.com or by calling 800-
368-3863 to request a Shareholder Account Options Form. With this option, you
may

22
<PAGE>

YOUR ACCOUNT

sell shares by phone or via the Internet and receive the proceeds in one of
three ways:

(1) We can mail a check to your account's address. Checks will not be
forwarded by the Postal Service, so please notify us if your address
has changed.

(2) We can transmit the proceeds by Electronic Funds Transfer to a
properly pre-authorized bank account. The proceeds usually will
arrive at your bank two banking days after we process your
redemption.

(3) For a $10 fee, we can transmit the proceeds by wire to a properly
pre-authorized bank account. The proceeds usually will arrive at your
bank the first banking day after we process your redemption.

Strong Direct(R)
You can redeem shares through Strong Direct(R) at 800-368-7550. See "Services
for Investors" for more information.

Strong Online Account Access
You can use Strong online account access at www.eStrong.com, to redeem shares.
See "Services for Investors" for more information.

Systematic Withdrawal Plan
You can set up automatic withdrawals from your account at regular intervals.
You can sign up for this service when you open your account or you can add it
later by visiting the Account Services area at www.eStrong.com or by calling
800-368-3863 for the appropriate form. See "Services for Investors" for more
information on this service and other automatic investment and withdrawal
services.

23
<PAGE>

YOUR ACCOUNT

Broker-dealer
You may sell shares through a broker-dealer or other intermediary, who may
charge you a fee.

Please Remember . . .

. If you recently purchased shares, the payment of your redemption proceeds
may be delayed by up to 10 days to allow the purchase check or electronic
transactionto clear.

. Some transactions and requests require a signature guarantee.

. If you are selling shares you hold in certificate form, you must submit the
certificates with your redemption request. Each registered owner must sign
the certificates and all signatures must be guaranteed.

. With an IRA (or other retirement account), you will be charged (1) a $10
annual account maintenance fee for each account up to a maximum of $30 and
(2) a $50 fee for transferring assets to another custodian or for closing an
account.

. If you sell shares out of a non-IRA retirement account and you are eligible
to roll the sale proceeds into another retirement plan, we will withhold for
federal income tax purposes a portion of the sale proceeds unless you
transfer all of the proceeds to an eligible retirement plan.

-------------------------------------------------------------------------------
There may be special distribution requirements that apply to retirement ac-
counts. For instructions on:
. Roth and Traditional IRA accounts, call 800-368-3863, and
. SIMPLE IRA, SEP-IRA, 403(b)(7), Keogh, Pension Plan, Profit Sharing Plan, or
401(k) Plan accounts, call 800-368-2882.

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Signature Guarantees help ensure that major transactions or changes to your
account are in fact authorized by you. For example, we require a signature
guarantee on written redemption requests for more than $100,000. You can
obtaina signature guarantee for a nominal fee from most banks, brokerage
firms, and other financial institutions. A notary public stamp or seal cannot
be substituted for a signature guarantee.

-------------------------------------------------------------------------------

24
<PAGE>

YOUR ACCOUNT

Additional Policies
--------------------------------------------------------------------------------
Deposit of Unspecified Checks
When your investment check does not clearly indicate the fund that you would
like to purchase, we will deposit the check into the Strong Money Market Fund
until you clarify your investment decision.

Investing Through a Third Party
If you invest through a third party (rather than directly with us), the
policies and fees may be different than described in this prospectus. Banks,
brokers, 401(k) plans, financial advisors, and financial supermarkets may
charge transaction fees and may set different minimum investments or
limitations on buying or selling shares. Consult a representative of your plan
or financial institution for details.

Low Balance Account Fee
Because of the high cost of maintaining small accounts, an annual low balance
account fee of $10 (or the value of the account if the account value is less
than $10) will be charged to all accounts that fail to meet the initial
investment minimum applicable at the time of the initial investment. The fee,
which is payable to the transfer agent, will not apply to (1) any retirement
accounts, (2) accounts with an automatic investment plan (unless regular
investments have been discontinued), or (3) shareholders whose combined Strong
Funds assets total $100,000 or more. We may waive the fee, in our discretion,
in the event that a significant market correction lowers an account balance
below the account's initial investment minimum.

Market Timers
The fund will consider the following factors to identify market timers:
shareholders who have (1) requested an exchange out of the fund within two
weeks of an earlier exchange request, or (2) exchanged shares out of a fund
more than twice in a calendar quarter, or (3) exchanged shares equal to at
least $5 million, or more than 1% of a fund's net assets, or (4) otherwise seem
to

25
<PAGE>

YOUR ACCOUNT

follow a timing pattern. Shares under common ownership or control are combined
for purposes of these limits.

Telephone and Internet Transactions
We use reasonable procedures to confirm that telephone and Internet
transaction requests are genuine. We may be responsible if we do not follow
these procedures. You are responsible for losses resulting from fraudulent or
unauthorized instructions received over the telephone or by computer, provided
we reasonably believe the instructions were genuine. To safeguard your
account, please keep your Strong Direct(R) and Strong online account access
passwords confidential. Contact us immediately if you believe there is a
discrepancy between a transaction you performed and the confirmation statement
you received, or if you believe someone has obtained unauthorized access to
your account or password.

During times of unusual market activity, our phones may be busy and you may
experience a delay placing a telephone request. During these times, consider
trying Strong Direct(R), our 24-hour automated telephone system, by calling
800-368-7550, or Strong online account access, our online transaction center,
by visiting www.eStrong.com. Please remember that you must have telephone
redemption as an option on your account to redeem shares through Strong
Direct(R) or Strong online account access.

Verification of Account Statements
You should contact us in writing regarding any errors or discrepancies within
60 days after the date of the statement confirming a transaction. The
statement will be deemed correct if we do not hear from you within those 60
days.

26
<PAGE>

YOUR ACCOUNT

Distributions
-------------------------------------------------------------------------------
Distribution Policy
The Advisor Common Stock, Advisor Mid Cap Growth, and Advisor Small Cap Value
Funds generally pay you dividends from net investment income and distribute
any net capital gains that they realize annually. The Advisor U.S. Value Fund
generally pays you dividends from net investment income quarterly and
distributes any net capital gains that it realizes annually.

Reinvestment of Dividends and Capital Gain Distributions
Your dividends and capital gain distributions will be automatically reinvested
in additional shares of the fund or class, as applicable, that paid them,
unless you choose otherwise. Your other options are to receive checks for
these payments, have them automatically invested in another Strong Advisor
Fund, or have them deposited into your bank account. To change the current
option for payment of dividends and capital gain distributions, please call
800-368-3863.

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Unless your investment is in a tax-deferred retirementaccount such as an IRA,
you may want to avoid:
. Investing a large amount in a fund close to the end of the calendar year. If
the fund makes a capital gain distribution, you may receive some of your
investment back as a taxable distribution.
. Selling shares of a mutual fund at a loss if you purchased additional shares
of the same fund within 30 days prior to the sale or if you plan to purchase
additional shares of the same fund within 30 days following the sale. This
is called a wash sale and you will not be allowed to claim a tax loss on the
transaction.

-------------------------------------------------------------------------------

27
<PAGE>

YOUR ACCOUNT

in cash. You may also have to pay taxes when you exchange or sell shares if
your shares have increased in value since you bought them.

Return of Capital
If your fund's (1) income distributions exceed its net investment income and
net short-term capital gains or (2) capital gain distributions exceed its net
capital gains in any year, all or a portion of those distributions may be
treated as a return of capital to you. Although a return of capital is not
taxed, it will reduce the cost basis of your shares.

Year-end Statement
To assist you in tax preparation, after the end of each calendar year, we send
you a statement of your fund's ordinary dividends and net capital gain
distributions (Form 1099).

Backup Withholding
By law, we must withhold 31% of your distributions and proceeds if (1) you are
subject to backup withholding or (2) you have not provided us with complete
and correct taxpayer information such as your Social Security Number (SSN) or
Tax Identification Number (TIN).

Because everyone's tax situation is unique, you should consult your tax
professional for assistance.

Services For Investors
-------------------------------------------------------------------------------
We provide you with a variety of services to help you manage your investment.
For more details, call 800-368-3863, 24 hours a day, 7 days a week. These
services include:

Strong Direct(R) Automated Telephone System
Our 24-hour automated response system enables you to use a touch-tone phone to
access current share prices (800-368-3550), to access fund and account
information (800-368-5550), and to make purchases, exchanges, or redemptions
among your existing

28
<PAGE>

YOUR ACCOUNT

accounts if you have elected these services (800-368-7550). Passwords help to
protect your account information.

eStrong.com
Visit us online at www.eStrong.com to access your fund's performance and
portfolio holding information. In addition to general information about
investing, our web site offers daily performance information, portfolio manager
commentaries, and information on available account options.

Strong Online Account Access
If you are a shareholder, you may use Strong online account access to access
your account information 24 hours a day from your personal computer at
www.eStrong.com. Strong online account access allows you to view account
history, account balances, and recent dividend activity, as well as to make
purchases, exchanges, or redemptions among your existing accounts if you have
elected these services. Additional planning tools and market information is
also available. Encryption technology and passwords help to protect your
account information. You may register to use Strong online account access at
www.eStrong.com.

StrongMail
If you register for StrongMail at www.strongmail.com, you will receive your
fund's closing price by e-mail each business day. In addition, StrongMail
offers market news and updates throughout the day.

Strong Exchange Option
You may exchange your Class Z shares of a Strong Advisor Fund for Class A, B,
C, or L shares of another Strong Advisor Fund. However, you may only exchange
into Class Z shares of another Strong Advisor Fund when you are already a
Class Z shareholder of that fund. You may exchange shares either in writing, by
telephone, or through your personal computer, if the accounts are identically
registered (with the same name, address, and taxpayer identification number).
Please ask us for the appropriate prospectus and read it before investing in
any of the Strong Advisor

29
<PAGE>

YOUR ACCOUNT

Funds. Remember, an exchange of shares of one Strong Advisor Fund for those of
another Strong Advisor Fund is considered a sale and a purchase of shares for
several purposes, including tax purposes and may result in a capital gain or
loss. Purchases by exchange are subject to the investment requirements, sales
charges, fees, and other criteria of the fund purchased.

Strong Automatic Investment Services
You may invest or redeem automatically in the following ways, some of which
may be subject to additional restrictions or conditions.

Automatic Investment Plan (AIP)
This plan allows you to make regular, automatic investments from your
bank checking or savings account.

Payroll Direct Deposit Plan
This plan allows you to send all or a portion of your paycheck, social
security check, military allotment, or annuity payment to the Strong
Advisor Funds of your choice.

Strong Retirement Plan Services
We offer a wide variety of retirement plans for individuals and institutions,
including large and small businesses. For information on:

. Individual Retirement Plans, including Traditional IRAs and Roth IRAs, call
800-368-3863.

30
<PAGE>

YOUR ACCOUNT

. Qualified Retirement Plans, including SIMPLE IRAs, SEP-IRAs, 403(b)(7)s,
Keoghs, Pension Plans, Profit Sharing Plans, and 401(k) Plans, call 800-
368-2882.

Some of these services may be subject to additional restrictions or conditions.
Call 800-368-3863 for more information.

Reserved Rights
--------------------------------------------------------------------------------
We reserve the right to:

. Refuse, change, discontinue, or temporarily suspend account services,
including purchase, or telephone and Strong online account access redemption
privileges, for any reason.

. Change the minimum or maximum investment amounts.

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

. Close any account that does not meet minimum investment requirements. We will
give you notice and 60 days to increase your balance to the required minimum.

31
<PAGE>

YOUR ACCOUNT

. Waive the initial investment minimum at our discretion.

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

. Amend or terminate purchases in kind at any time.

32
<PAGE>

Notes
--------------------------------------------------------------------------------

33
<PAGE>

Notes
--------------------------------------------------------------------------------

34
<PAGE>

Notes
--------------------------------------------------------------------------------

35
<PAGE>

Notes
--------------------------------------------------------------------------------

36
<PAGE>

Notes
--------------------------------------------------------------------------------

37
<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.

To request information or to ask questions:

BY TELEPHONE FOR HEARING-IMPAIRED (TDD)
414-359-1400 or 800-368-3863 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 online or download documents: [email protected]
Strong Funds: www.eStrong.com
SEC*: www.sec.gov

To reduce the volume of mail you receive, only one copy of financial reports,
prospectuses, and other regulatory materials is mailed to your household. You
can call us at 800-368-3863, or write to us at the address listed above, to
request (1) additional copies free of charge or (2) that we discontinue our
practice of householding regulatory materials.

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

Strong Advisor Common Stock Fund, a series of Strong Common Stock Fund, Inc.,
SEC file number: 811-5687. Strong Advisor Mid Cap Growth Fund, a series of
Strong Equity Funds, Inc., SEC file number: 811-8100. Strong Advisor Small Cap
Value Fund, a series of Strong Equity Funds, Inc., SEC file number: 811-8100.
Strong Advisor U.S. Value Fund, a series of Strong Conservative Equity Funds,
Inc., SEC file number: 811-7656.

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION ("SAI")

STRONG ADVISOR COMMON STOCK FUND, a series fund of Strong Common Stock Fund,
Inc.
STRONG ADVISOR FOCUS FUND, a series fund of Strong Common Stock Fund, Inc.
STRONG ADVISOR MID CAP GROWTH FUND, a series fund of Strong Equity Funds, Inc.
STRONG ADVISOR SMALL CAP VALUE FUND, a series fund of Strong Equity Funds, Inc.
STRONG ADVISOR TECHNOLOGY FUND, a series fund of Strong Common Stock Fund, Inc.
STRONG ADVISOR U.S. VALUE FUND, a series fund of Strong Conservative Equity
Funds, Inc.

P.O. Box 2936
Milwaukee, WI 53201
Telephone: (414) 359-1400
Toll-Free: (800) 368-3863
e-mail: [email protected]
web site: www.eStrong.com

Throughout this SAI, "the Fund" is intended to refer to each Fund listed above,
unless otherwise indicated. This SAI is not a Prospectus and should be read
together with the Prospectus for the Fund dated November 30, 2000. Requests for
copies of the Prospectus should be made by calling either number listed above.
The financial statements appearing in the Annual and Semi-Annual Reports, which
accompany this SAI, are incorporated into this SAI by reference.

November 30, 2000
<PAGE>

TABLE OF CONTENTS PAGE
<S> <C>
INVESTMENT RESTRICTIONS.................................................. 4
COMPARING THE FUNDS...................................................... 5
INVESTMENT POLICIES AND TECHNIQUES....................................... 6
Strong Advisor Common Stock Fund........................................ 6
Strong Advisor Focus Fund............................................... 6
Strong Advisor Mid Cap Growth Fund...................................... 6
Strong Advisor Small Cap Value Fund..................................... 6
Strong Advisor Technology Fund.......................................... 7
Strong Advisor U.S. Value Fund.......................................... 7
Borrowing............................................................... 7
Cash Management......................................................... 7
Convertible Securities.................................................. 8
Debt Obligations........................................................ 8
Depositary Receipts..................................................... 9
Derivative Instruments.................................................. 9
Foreign Investment Companies............................................ 18
Foreign Securities...................................................... 18
High-Yield (High-Risk) Securities....................................... 19
Illiquid Securities..................................................... 20
Lending of Portfolio Securities......................................... 21
Mortgage- and Asset-Backed Debt Securities.............................. 21
Municipal Obligations................................................... 22
Participation Interests................................................. 23
Repurchase Agreements................................................... 23
Reverse Repurchase Agreements and Mortgage Dollar Rolls................. 23
Short Sales............................................................. 24
Small and Medium Companies.............................................. 24
Standby Commitments..................................................... 24
Technology Companies.................................................... 25
U.S. Government Securities.............................................. 25
Variable and Floating-Rate Securities................................... 25
Warrants................................................................ 26
When-Issued and Delayed-Delivery Securities............................. 26
Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities.................... 27
DIRECTORS AND OFFICERS................................................... 27
PRINCIPAL SHAREHOLDERS................................................... 30
INVESTMENT ADVISOR....................................................... 30
ADMINISTRATOR............................................................ 34
DISTRIBUTOR.............................................................. 35
DISTRIBUTION PLAN........................................................ 36
PORTFOLIO TRANSACTIONS AND BROKERAGE..................................... 37
CUSTODIAN................................................................ 41
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT............................. 41
TAXES.................................................................... 42
DETERMINATION OF NET ASSET VALUE......................................... 45
ADDITIONAL SHAREHOLDER INFORMATION....................................... 46
ORGANIZATION............................................................. 50
SHAREHOLDER MEETINGS..................................................... 51
PERFORMANCE INFORMATION.................................................. 51
GENERAL INFORMATION...................................................... 60
INDEPENDENT ACCOUNTANTS.................................................. 62
LEGAL COUNSEL............................................................ 62
FINANCIAL STATEMENTS..................................................... 62
</TABLE>

2
<PAGE>

<TABLE>
<S> <C>
APPENDIX A - DEFINITION OF BOND RATINGS.................................. 63
APPENDIX B - SHARE CLASSES............................................... 70
</TABLE>

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.

With respect to the Advisor Focus Fund, fundamental policy No. 1 does not apply
because the Fund is non-diversified.

Fundamental Policy No. 7 applies to the Advisor Technology Fund, however, under
normal market conditions, the Advisor Technology Fund will invest more than 25%
of its total assets in the securities of companies engaged in producing,
developing, selling, using, or distributing technology products or services.

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% 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.

COMPARING THE FUNDS

<TABLE>
<CAPTION>
Fund Anticipated Equity Exposure Maximum Debt Exposure Foreign Securities
<S> <C> <C> <C>
Advisor Common Stock 80-100% 20% Up to 25%
Advisor Focus 65-100% 35% Up to 25%
Advisor Mid Cap Growth 80-100% 20% Up to 25%
Advisor Small Cap Value 70-100% 30% Up to 25%
Advisor Technology 80-100% 20% Up to 25%
Advisor U.S. Value 65-100% 35% Up to 10%
-----------------------------------------------------------------------------------------------------------------
</TABLE>

5
<PAGE>

INVESTMENT POLICIES AND TECHNIQUES

Strong Advisor Common Stock Fund

. The Fund will invest at least 80% of its net assets in equity securities,
including common stocks (which must constitute at least 65% of its total
assets), preferred stocks, and securities that are convertible into common or
preferred stocks, such as warrants and convertible bonds. Under normal market
conditions, the Fund expects to be fully invested in equity securities.

. 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 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.

Strong Advisor Focus Fund

. Under normal market conditions, the Fund will invest at least 65% 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. While the emphasis of the Fund is clearly on
equity securities, the Fund may invest a limited portion of its assets in
debt obligations when the Advisor perceives that they are more attractive
than stocks on a long-term basis.

. The Fund may invest up to 35% 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.

Strong Advisor Mid Cap Growth Fund

. 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.

. 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 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.

Strong Advisor Small Cap Value Fund

. The Fund will invest at least 70% 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 small 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 Russell 2500 Index at the
time of the Fund's investment. In general, smaller-capitalization companies
often involve greater risks than investments in established companies.

. The Fund may invest up to 30% of its net assets in debt obligations,
including intermediate- to long-term corporate or U.S. government debt
securities.

6
<PAGE>

. 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.

Strong Advisor Technology Fund

. The Fund will invest at least 80% of its net assets in equity securities of
companies of any size that derive at least 50% of their revenues, expenses,
or profits from producing, developing, selling, using, or distributing
technology products or services, including common stocks (which must
constitute at least 65% of its total assets), preferred stocks, and
securities that are convertible into common or preferred stocks, such as
warrants and convertible bonds. Under normal market conditions, the Fund
expects to be fully invested in equity securities.

. The Fund may, however, 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, it 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.

Strong Advisor U.S. Value Fund (formerly Strong Equity Income Fund)

. Under normal market conditions, the Fund will invest at least 65% of its net
assets in dividend-paying equity securities of U.S. issuers, including common
stocks, preferred stocks, and securities that are convertible into common or
preferred stocks, such as warrants and convertible bonds.

. The Fund may invest up to 35% of its total assets in non-dividend paying
equity securities and intermediate- to long-term corporate or U.S. government
bonds.

. When the Advisor determines that market conditions warrant a temporary
defensive position, it may invest without limitation in cash and short-term
fixed-income securities.

. The Fund may invest up to 10% of its net assets in non-investment-grade debt
obligations.

. The Fund may invest up to 10% 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.

7
<PAGE>

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.

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.

8
<PAGE>

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 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

9
<PAGE>

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.

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 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

10
<PAGE>

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
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.

11
<PAGE>

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 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.

12
<PAGE>

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 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.

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

13
<PAGE>

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 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.

14
<PAGE>

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 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).

15
<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.

16
<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.

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.

17
<PAGE>

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.

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.

18
<PAGE>

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.

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.

19
<PAGE>

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.

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

20
<PAGE>

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.

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

21
<PAGE>

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.

The following applies to each Fund except the Advisor U.S Value Fund:

Municipal Obligations

In General. Municipal obligations are debt obligations issued by or on behalf
of states, territories, and possessions of the United States and the District of
Columbia and their political subdivisions, agencies, and instrumentalities.
Municipal obligations generally include debt obligations issued to obtain funds
for various public purposes. Certain types of municipal obligations are issued
in whole or in part to obtain funding for privately operated facilities or
projects. Municipal obligations include general obligation bonds, revenue
bonds, industrial development bonds, notes, and municipal lease obligations.
Municipal obligations also include obligations, the interest on which is exempt
from federal income tax, that may become available in the future as long as the
Board of Directors of the Fund determines that an investment in any such type of
obligation is consistent with the Fund's investment objective.

Bonds and Notes. General obligation bonds are secured by the issuer's pledge of
its full faith, credit, and taxing power for the payment of interest and
principal. Revenue bonds are payable only from the revenues derived from a
project or facility or from the proceeds of a specified revenue source.
Industrial development bonds are generally revenue bonds secured by payments
from and the credit of private users. Municipal notes are issued to meet the
short-term funding requirements of state, regional, and local governments.
Municipal notes include tax anticipation notes, bond anticipation notes, revenue
anticipation notes, tax and revenue anticipation notes, construction loan notes,
short-term discount notes, tax-exempt commercial paper, demand notes, and
similar instruments.

22
<PAGE>

Lease Obligations. Municipal lease obligations may take the form of a lease, an
installment purchase, or a conditional sales contract. They are issued by state
and local governments and authorities to acquire land, equipment, and
facilities, such as state and municipal vehicles, telecommunications and
computer equipment, and other capital assets. The Fund may purchase these
obligations directly, or it may purchase participation interests in such
obligations. (See "Participation Interests" below.) Municipal leases are
generally subject to greater risks than general obligation or revenue bonds.
State constitutions and statutes set forth requirements that states or
municipalities must meet in order to issue municipal obligations. Municipal
leases may contain a covenant by the state or municipality to budget for,
appropriate, and make payments due under the obligation. Certain municipal
leases may, however, contain "non-appropriation" clauses which provide that the
issuer is not obligated to make payments on the obligation in future years
unless funds have been appropriated for this purpose each year. Accordingly,
such obligations are subject to "non-appropriation" risk. While municipal
leases are secured by the underlying capital asset, it may be difficult to
dispose of any such asset in the event of non-appropriation or other default.

Mortgage-Backed Bonds. The Fund's investments in municipal obligations may
include mortgage-backed municipal obligations, which are a type of municipal
security issued by a state, authority, or municipality to provide financing for
residential housing mortgages to target groups, generally low-income individuals
who are first-time home buyers. The Fund's interest, evidenced by such
obligations, is an undivided interest in a pool of mortgages. Payments made on
the underlying mortgages and passed through to the Fund will represent both
regularly scheduled principal and interest payments. The Fund may also receive
additional principal payments representing prepayments of the underlying
mortgages. While a certain level of prepayments can be expected, regardless of
the interest rate environment, it is anticipated that prepayment of the
underlying mortgages will accelerate in periods of declining interest rates. In
the event that the Fund receives principal prepayments in a declining interest-
rate environment, its reinvestment of such funds may be in bonds with a lower
yield.

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

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

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.

23
<PAGE>

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

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.

24
<PAGE>

The following section applies to the Advisor Technology Fund only:

Technology Companies

The Fund will invest in the equity securities of technology companies.
Companies that develop or rely on technology often face high price volatility
and wide variations in performance. This is because technology companies can be
significantly effected by obsolescence of existing product, competition, a less
diversified product line, short production cycles, and falling prices and
profits.

Due to the Fund's concentration of investments in the technology industry, an
investment in the Fund may be subject to greater fluctuations in value than a
Fund that does not concentrate its investments in a similar manner. For
example, certain market and economic factors, like those discussed above, may
exert a disproportionate impact upon the prices of equity securities of
companies within the technology industry relative to their impact on the prices
of securities of companies engaged in other industries. Additionally, changes
in the market price of the equity securities of a particular company that
occupies a dominant position in an industry may tend to influence the market
prices of other companies within the same industry. As a result of the
foregoing factors, the net asset value of the Fund may be more susceptible to
change than those of investment companies that diversify their investments over
many different industries.

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.

The following section applies to the Advisor U.S. Value Fund only:

Variable- or Floating-Rate Securities

The Fund may invest in securities which offer a variable- or floating-rate of
interest. Variable-rate securities provide for automatic establishment of a new
interest rate at fixed intervals (e.g., daily, monthly, semi-annually, etc.).
Floating-rate securities generally provide for automatic adjustment of the
interest rate whenever some specified interest rate index changes. The interest
rate on variable- or floating-rate securities is ordinarily determined by
reference to or is a percentage of a bank's prime rate, the 90-day U.S. Treasury
bill rate, the rate of return on commercial paper or bank certificates of
deposit, an index of short-term interest rates, or some other objective measure.

Variable- or floating-rate securities frequently include a demand feature
entitling the holder to sell the securities to the issuer at par. In many
cases, the demand feature can be exercised at any time on seven days notice; in
other cases, the demand feature is exercisable at any time on 30 days notice or
on similar notice at intervals of not more than one year. Some securities which
do not have variable or floating interest rates may be accompanied by puts
producing similar results and price characteristics. When considering the
maturity of any instrument which may be sold or put to the issuer or a third
party, the Fund may consider that instrument's maturity to be shorter than its
stated maturity.

25
<PAGE>

Variable-rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, which may change daily
without penalty, pursuant to direct arrangements between the Fund, as lender,
and the borrower. The interest rates on these notes fluctuate from time to
time. The issuer of such obligations normally has a corresponding right, after
a given period, to prepay in its discretion the outstanding principal amount of
the obligations plus accrued interest upon a specified number of days notice to
the holders of such obligations. The interest rate on a floating-rate demand
obligation is based on a known lending rate, such as a bank's prime rate, and is
adjusted automatically each time such rate is adjusted. The interest rate on a
variable-rate demand obligation is adjusted automatically at specified
intervals. Frequently, such obligations are secured by letters of credit or
other credit support arrangements provided by banks. Because these obligations
are direct lending arrangements between the lender and borrower, it is not
contemplated that such instruments will generally be traded. There generally is
not an established secondary market for these obligations, although they are
redeemable at face value. Accordingly, where these obligations are not secured
by letters of credit or other credit support arrangements, the Fund's right to
redeem is dependent on the ability of the borrower to pay principal and interest
on demand. Such obligations frequently are not rated by credit rating agencies
and, if not so rated, the Fund may invest in them only if the Advisor
determines that at the time of investment the obligations are of comparable
quality to the other obligations in which the Fund may invest. The Advisor, on
behalf of the Fund, will consider on an ongoing basis the creditworthiness of
the issuers of the floating- and variable-rate demand obligations in the Fund's
portfolio.

The Fund will not invest more than 15% of its net assets (10% for money market
funds) in variable- and floating-rate demand obligations that are not readily
marketable (a variable- or floating-rate demand obligation that may be disposed
of on not more than seven days notice will be deemed readily marketable and will
not be subject to this limitation). In addition, each variable- or floating-
rate obligation must meet the credit quality requirements applicable to all the
Fund's investments at the time of purchase. When determining whether such an
obligation meets the Fund's credit quality requirements, the Fund may look to
the credit quality of the financial guarantor providing a letter of credit or
other credit support arrangement.

In determining the Fund's weighted average portfolio maturity, the Fund will
consider a floating- or variable-rate security to have a maturity equal to its
stated maturity (or redemption date if it has been called for redemption),
except that it may consider (1) variable-rate securities to have a maturity
equal to the period remaining until the next readjustment in the interest rate,
unless subject to a demand feature, (2) variable-rate securities subject to a
demand feature to have a remaining maturity equal to the longer of (a) the next
readjustment in the interest rate or (b) the period remaining until the
principal can be recovered through demand, and (3) floating-rate securities
subject to a demand feature to have a maturity equal to the period remaining
until the principal can be recovered through demand. Variable- and floating-
rate securities generally are subject to less principal fluctuation than
securities without these attributes since the securities usually trade at
amortized cost following the readjustment in the interest rate.

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.

26
<PAGE>

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

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 58 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. The Independent Directors have formed an
Audit Committee. For their services on the Audit Committee, each Independent
Director receives an additional $2,500 per meeting attended. The Chairman of
the Audit Committee receives $2,750 per meeting attended. 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.

27
<PAGE>

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
Mirage (formerly MGM Grand, Inc.) (an entertainment/hotel company) since 1990,
Wisconsin Energy Corporation (formerly WICOR, Inc.) (a utility company) since
1990, Johnson Controls, Inc. (an industrial company) since 1992, Checker's Drive
In Restaurants, Inc. (formerly Rally's Hamburgers, Inc.) since 1994, Metro-
Goldwyn-Mayer, Inc. (an entertainment company) since 1998, and Bassett Furniture
Industries, Inc. since 1997. 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.

Stanley Kritzik (DOB 1/9/30), Director and Chairman of the Audit Committee of
the Strong Funds.

Mr. Kritzik has been a Partner of Metropolitan Associates since 1962, a Director
of Aurora Health Care since 1987 and of Wisconsin Health Information Network
since November 1997, and a member of the Board of Governors of the Snowmass
Village Resort Association since October 1999. He was a Director of Health
Network Ventures, Inc. from 1992 until April 2000.

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 President Emeritus of Baldwin-Wallace College since July
2000. From July 1999 to June 2000, he served as Chancellor of Baldwin-Wallace
College. From 1981 to June 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 and
President of the Reserve Homeowners Association. 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.

Elizabeth N. Cohernour (DOB 4/26/50), Vice President and Secretary of the Strong
Funds.

Ms. Cohernour has been General Counsel and Senior Vice President of the Advisor
since January 2000. From February 1999 until January 2000, Ms. Cohernour acted
as Counsel to MFP Investors. From May 1988 to February 1999, Ms. Cohernour
acted as General Counsel and Vice President to Franklin Mutual Advisers, Inc.

Cathleen A. Ebacher (DOB 11/9/62), Vice President and Assistant Secretary of the
Strong Funds.

Ms. Ebacher has been Senior Counsel of the Advisor since December 1997. From
November 1996 until December 1997, Ms. Ebacher acted as Associate Counsel to the
Advisor. From May 1992 until November 1996, Ms. Ebacher acted as Corporate
Counsel to Carson Pirie Scott & Co., a department store retailer. From June
1989 until May 1992, Ms. Ebacher was an attorney for Reinhart, Boerner, Van
Deuren, Norris & Rieselbach, s.c., a Milwaukee law firm.

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.

28
<PAGE>

Susan A. Hollister (DOB 7/8/68), Vice President and Assistant Secretary of the
Strong Funds.

Ms. Hollister has been Associate Counsel of the Advisor since July 1999. From
August 1996 until May 1999, Ms. Hollister completed a Juris Doctor at the
University of Wisconsin Law School. From December 1993 until August 1996, Ms.
Hollister was Deposit Operations Supervisor for First Federal Savings Bank, La
Crosse - Madison.

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.

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.

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.

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 55 North Holden Road, P.O. Box 7657, Avon, CO 81620. Mr.
Malicky's address is 518 Bishop Place, Berea, OH 44017.

Unless otherwise noted below, as of October 31, 2000, the officers and directors
of the Fund in the aggregate beneficially owned less than 1% of any class of the
Fund's then outstanding shares. Class A, B, C, and L shares of each Fund were
not offered for sale until November 30, 2000.

<TABLE>
<CAPTION>
Fund Class/Shares Percent
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Advisor Common Stock Class Z - 2,751,543 3.97%
Advisor U.S. Value Class Z - 6,635,808 56.86%
</TABLE>

29
<PAGE>

PRINCIPAL SHAREHOLDERS

Unless otherwise noted below, as of October 31, 2000 no persons owned of record
or are known to own of record or beneficially more than 5% of any class of the
Fund's then outstanding shares. Class A, B, C, and L shares of each Fund were
not offered for sale until November 30, 2000.

Name and Address Fund/Class/Shares Percent
--------------------------------------------------------------------------------

EMRE & Co Common Stock - Class Z - 6,025,289 8.68%
PO Box 1408
Milwaukee, WI 53201-1408

Charles Schwab & Co Inc Common Stock - Class Z - 4,966,993 7.16%
101 Montgomery St
San Francisco, CA 94104-4122

Mitra & Co Common Stock - Class Z - 4,344,067 6.26%
1000 N Water St
Milwaukee, WI 53202-6648

Charles Schwab & Co Inc Mid Cap Growth - Class Z - 1,720,733 20.56%
101 Montgomery St
San Francisco, CA 94104-4122

Charles Schwab & Co Inc Small Cap Value - Class Z - 5,061,420 43.12%
101 Montgomery St
San Francisco, CA 94104-4122

EMRE & Co Small Cap Value - Class Z - 1,398,986 11.92%
PO Box 1408
Milwaukee, WI 53201-1408

Strong Investments Inc U.S. Value - Class Z - 6,632,537 56.84%
100 Heritage Reserve
Menomonee Falls, WI 53051-4400

Charles Schwab & Co Inc U.S. Value - Class Z - 696,957 5.97%
101 Montgomery St
San Francisco, CA 94104-4122

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, Ms.
Cohernour is Senior Vice President and General Counsel of the Advisor, Ms.
Ebacher is Senior Counsel of the Advisor, Ms. Hollister is Associate Counsel of
the Advisor, Ms. Haight is Manager of the Mutual Fund Accounting Department of
the Advisor, Mr. Wallestad is Senior Vice President of the Advisor, Mr. Widmer
is Treasurer of the Advisor, and Mr. Zoeller is Senior Vice President and Chief
Financial Officer of the Advisor. As of September 30, 2000, the Advisor had over
$47 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

30
<PAGE>

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.

On January 28, 2000, the Board of Directors of the Fund determined that certain
administrative services provided by the Advisor under the then current Advisory
Agreement should be provided pursuant to a separate administration agreement,
which would more clearly delineate the nature of the administrative services to
be provided and the cost to the Fund associated with those administrative
services. The Board of Directors also approved an amendment to the Advisory
Agreement ("Amended Advisory Agreement") that would remove all references in the
Advisory Agreement regarding the provision of administrative services and
approved the adoption of a separate Administration Agreement with the Advisor.
The specific terms of the new Administration Agreement are described below. The
advisory and administrative services that will be provided under the Amended
Advisory Agreement and the new Administration Agreement for the then existing
class of shares will be, at a minimum, the same services as those provided under
the then current Advisory Agreement for the then existing class of shares, the
quality of those services will remain the same, and the personnel performing
such services will remain the same.

As a result of these arrangements, the annual advisory fee paid by the Retail
Class shares, currently Class Z shares, of the Advisor Common Stock, Advisor Mid
Cap Growth, Advisor Small Cap Value, and Advisor U.S. Value Fund has been
reduced by 0.25% of the average daily net asset value of the Fund, effective
February 24, 2000.

The Class A, B, C, and L shares of the Advisor Common Stock, Advisor Mid Cap
Growth, Advisor Small Cap Value and Advisor U.S. Value Funds, and all share
classes of the Advisor Focus and Advisor Technology Funds are not affected by
the new advisory and administrative arrangements because these classes of shares
were first offered for sale on November 30, 2000.

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. Each class of the
Fund pays its proportionate share of the management fee.

Fund Current Annual Rate Prior Annual Rate
--------------------------------------------------------------------------------
Advisor Common Stock Fund 0.75% 1.00% (Prior to 2/24/00)
Advisor Focus Fund 0.75% N/A
Advisor Mid Cap Growth Fund 0.75% 1.00% (Prior to 2/24/00)
Advisor Small Cap Value Fund 0.75% 1.00% (Prior to 2/24/00)
Advisor Technology Fund 0.75% N/A
Advisor U.S. Value Fund 0.55% 0.80% (Prior to 2/29/00)

31
<PAGE>

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

Note - the following table does not contain information on the Advisor Focus or
Advisor Technology Funds because they were not offered until November 30, 2000.

Fiscal Year Ended Management Fee ($) Waiver ($) After Waiver ($)
------------------------------------------------------------------------------

Advisor Common Stock Fund

12/31/97 14,265,537 0 14,265,537
12/31/98 15,452,856 0 15,452,856
12/31/99 14,472,235 0 14,472,235

Advisor Mid Cap Growth Fund

12/31/97 145,489 0 145,489
12/31/98 196,702 0 196,702
12/31/99 322,609 0 322,609

Advisor Small Cap Value Fund

12/31/98 177,751 0 177,751
12/31/99 281,859 0 281,859

Advisor U.S. Value Fund

10/31/97 668,330 0 668,330
10/31/98 1,322,456 0 1,322,456
10/31/99 1,471,763 0 1,471,763

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.

Fund Organizational Expenses
-----------------------------------------------------------

Advisor Mid Cap Growth Fund $ 5,044
Advisor Small Cap Value Fund $ 12,120
Advisor U.S. Value Fund $ 10,809

The Advisory Agreement, except for the Advisory Agreements for the Advisor Focus
and Advisor Technology Funds, 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 Rule 12b-1 fees, 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, 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"),

32
<PAGE>

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, the Advisor, and the Distributor have adopted a Code of Ethics
("Code") which governs the personal trading activities of all "Access Persons"
of the Advisor and the Distributor. Access Persons include every director and
officer of the Advisor, the Distributor, and the investment companies managed by
the Advisor, including the Fund, as well as certain employees of the Advisor and
the Distributor 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 and Distributor'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 may not trade in securities that have been
purchased or sold by any client for which the Advisor serves as an investment
advisor or subadvisor, renders investment advice, makes investment decisions, or
places orders through its Trading Department.

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.

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

33
<PAGE>

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 two programs of custom portfolio management called
Strong Advisor and Strong Private Client. These programs are designed to
determine an investment approach that fits an investor's financial needs and
then provide the investor with a custom built portfolio of Strong Funds and
certain other unaffiliated mutual funds, in the case of Strong Advisor, and
Strong Funds, and individual stocks and bonds, in the case of Strong Private
Client, based on that allocation. The Advisor, on behalf of participants in the
Strong Advisor and Strong Private Client programs, 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 or Strong Private Client 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 or Strong Private Client program
and of the Fund's other shareholders. In general, the Advisor does not expect to
direct the Strong Advisor or Strong Private Client 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 and Strong Private Client 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.

ADMINISTRATOR

The Fund has entered into a separate administration agreement with the Advisor
in order to provide administration services to the Fund that previously were
provided under the Advisory Agreement ("Administration Agreement").

The Fund has adopted a Rule 18f-3 Plan under the 1940 Act ("Multi-Class Plan").
The Multi-Class Plan permits the Fund to have multiple classes of shares. The
Advisor Common Stock Fund, Advisor U.S. Value Fund, Advisor Mid Cap Growth Fund,
and Advisor Small Cap Value Fund currently offer five classes of shares: Class
A, Class B, Class C, Class L, and Class Z. The Advisor Focus Fund and Advisor
Technology Fund currently offer four classes of shares: Class A, Class B, Class
C, and Class L.

The fees received and the services provided by the Advisor, as administrator,
are in addition to fees received and services provided by the Advisor under the
Amended Advisory Agreement.

Under the Administration Agreement, the Advisor provides certain administrative
functions for the Class A, Class B, Class C, Class L, and Class Z shares of the
Fund, including: (i) authorizing expenditures and approving bills for payment on
behalf of the Fund; (ii) supervising preparation of the periodic updating of the
Fund's registration statements, including prospectuses and statements of
additional information, for the purpose of filings with the SEC and state
securities administrators and monitoring and maintaining the effectiveness of
such filings, as appropriate; (iii) supervising preparation of shareholder
reports, notices of dividends, capital gains distributions and tax credits for
the Fund's shareholders, and attending to routine correspondence and other
communications with individual shareholders; (iv) supervising the daily pricing
of the Fund's investment portfolios and the publication of the respective net
asset values of the classes of shares of the Fund, earnings reports and other
financial data to the extent required by the Fund's Advisory Agreement prior to
the adoption of this Administration Agreement; (v) monitoring relationships with
organizations providing services to the Fund, including the Custodian, DST and
printers; (vi) supervising compliance by the Fund with recordkeeping
requirements under the 1940 Act and regulations thereunder, maintaining books
and records for the Fund (other than those maintained by the Custodian and the
Fund's transfer agent) and preparing and filing of tax reports other than the
Fund's income tax returns; (vii) providing necessary personnel and facilities to
coordinate the establishment and maintenance of shareholder accounts and records
with the Fund's transfer agent; (viii) transmitting shareholders' purchase and
redemption orders to the Fund's transfer agent; (ix) arranging for the wiring or
other transfer of

34
<PAGE>

funds to and from shareholder accounts in connection with shareholder orders to
purchase or redeem shares; (x) verifying purchase and redemption orders,
transfers among and changes in shareholder-designated accounts; (xi) informing
the distributor of the gross amount of purchase and redemption orders for
shares; (xii) providing such other related services as the Fund or a shareholder
may reasonably request, to the extent permitted by applicable law; and, in
addition, for Class Z shares only; (xiii) answering shareholder inquiries
regarding account status and history, the manner in which purchases and
redemptions of the shares may be effected, and certain other matters pertaining
to the Funds; and (xiv) assisting shareholders in designating and changing
dividend options, account designations, and addresses. For its services under
the Administration Agreement the Advisor receives a monthly fee from the Fund at
the annual rate of 0.25% of the Fund's average daily net assets attributable to
Class Z shares, and 0.30% of the Fund's average daily net assets attributable to
Class A, B, C, and L shares.

DISTRIBUTOR

Under a Distribution Agreement with the Fund ("Distribution Agreement"), Strong
Investments, Inc. ("Distributor"), P.O. Box 2936, Milwaukee, Wisconsin, 53201,
acts as underwriter of the Fund's shares. Mr. Strong is the Chairman and
Director of the Distributor. The Distribution Agreement provides that the
Distributor will use its best efforts to distribute the Fund's shares. 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 any other costs attributable to
the distribution of the Fund's shares. The Distributor is a direct subsidiary of
the Advisor and controlled by the Advisor and Richard S. Strong. The
Distribution Agreement is subject to the same termination and renewal provisions
as are described above with respect to the Advisory Agreement.

The Class Z shares of the Advisor Common Stock Fund, Advisor U.S. Value Fund,
Advisor Mid Cap Growth Fund and Advisor Small Cap Value Fund are offered on a
"no-load" basis, which means that no sales commissions are charged on the
purchases of those shares. The former Investor Class shares of these Funds were
redesignated Class Z on November 30, 2000. Class Z shares are only available to
certain types of investors. See Appendix B for more information on the
eligibility criteria for purchasing Class Z shares.

The Class A shares of each Fund are offered at net asset value plus an initial
sales charge. The "offering price" is the initial sales charge plus the net
asset value. The Distributor may pay up to 100% of the applicable initial sales
charges due upon the purchase of the Class A shares to the brokers, if any,
involved in the transaction. As compensation for its services under the
Distribution Agreement, the Distributor may retain all or a portion of the
initial sales charge from purchases of Class A shares of the Fund. Class A
shares also are subject to a contingent deferred sales charge (CDSC) in certain
circumstances. See Appendix B for more information on Class A shares, including
sales charge break points and waivers.

The Class B shares of each Fund are offered at net asset value. Class B shares
redeemed within six years of purchase are subject to a contingent deferred sales
charge (CDSC), beginning at 5.00% for redemptions within the first year,
declining to 4.00% for redemptions within years two and three, 3.00% in year 4,
2.00% in year 5, 1.00% in Year 6, and disappearing after the sixth year. The
annual 1.00% distribution fee compensates the Distributor for paying the brokers
involved in the transaction, if any, a 4.00% up-front sales commission, which
includes an advance of the first year's service fee. See Appendix B for more
information on Class B shares.

The Class C shares of each Fund are offered at net asset value. The annual 1.00%
distribution fee compensates the Distributor for paying the broker involved in
the transaction, if any, a 1.00% up-front sales commission, which includes an
advance of the first year's service fee. Class C shares are also subject to a
CDSC in certain circumstances. See Appendix B for more information on Class C
shares.

The Class L shares of each Fund are offered at net asset value plus an initial
sales charge. The "offering price" is the initial sales charge plus the net
asset value. The Distributor may pay up to 100% of the applicable initial sales
charges due upon the purchase of the Class L shares to the brokers, if any,
involved in the transaction. As compensation for its services under the
Distribution Agreement, the Distributor may retain all or a portion of the
initial sales charge from purchases of Class L shares of the Fund. The annual
0.75% distribution fee compensates the Distributor for paying the brokers
involved in the transaction, if any, a 2.00% up-front sales commission. Class L
shares also are subject to a CDSC in certain circumstances. See Appendix B for
more information on Class L shares.

The Distributor has adopted a Code of Ethics. See the Investment Advisor section
for details.

35
<PAGE>

From time to time, the Distributor may hold in-house sales incentive programs
for its associated persons under which these persons may receive compensation
awards in connection with the sale and distribution of the Fund's shares. These
awards may include items such as, but not limited to, cash, gifts, merchandise,
gift certificates, and payment of travel expenses, meals, and lodging. Any in-
house sales incentive program will be conducted in accordance with the rules of
the National Association of Securities Dealers, Inc. ("NASD").

DISTRIBUTION PLAN

The Fund has adopted a plan pursuant to Rule 12b-1 under the 1940 Act for Class
A, Class B, Class C, and Class L shares. Although the plan differs in some ways
for each class, the plan is designed to benefit the Fund and its shareholders.
The plan is expected to, among other things, increase advertising of the Fund,
encourage sales of the Fund and service to its shareholders, and increase or
maintain assets of the Fund so that certain fixed expenses may be spread over a
broader asset base, resulting in lower per share expense ratios. In addition, a
positive cash flow into the Fund is useful in managing the Fund because the
manager has more flexibility in taking advantage of new investment opportunities
and handling shareholder redemptions.

Under the plan, the Fund pays the Distributor or others for the expenses of
activities that are primarily intended to sell shares of the class. These
expenses also may include service fees paid to securities dealers or others who
have a servicing agreement with the Fund, the Distributor or its affiliates who
provide service or account maintenance to shareholders (service fees); the
expenses of printing prospectuses and reports used for sales purposes, and of
preparing and distributing sales literature and advertisements; and a prorated
portion of the Distributor's overhead expenses related to these activities.
Together, these expenses, including the service fees, are "eligible expenses."
The distribution and service (12b-1) fees charged to each class are based only
on the fees attributable to that particular class.

Class A Shares. The Fund pays up to 0.25% per year of Class A's average daily
net assets to the Distributor or others.

Class B and Class C Shares. The Fund pays the Distributor up to 1.00% per year
of the class's average daily net assets, out of which 0.25% may be used for
service fees. The plan also may be used to pay the Distributor for advancing
commissions to securities dealers for the initial sale of Class B and C shares.
The Distributor uses 12b-1 plan fees payable to it to pay third party financing
entities that have provided financing to the Distributor in connection with
advancing commissions to securities dealers.

Class L Shares. The Fund pays the Distributor up to 0.75% per year of the
class's average daily net assets. The plan also may be used to pay the
Distributor for advancing commissions to securities dealers for the initial sale
of Class L shares. The Distributor uses 12b-1 plan fees payable to it to pay
third party financing entities that have provided financing to the Distributor
in connection with advancing commissions to securities dealers.

The Rule 12b-1 plan is a compensation plan. It allows the Fund to pay a fee to
the Distributor that may be more than the eligible expenses the Distributor has
incurred at the time of the payment. The Distributor must, however, report to
the board on how it has spent or has immediate plans to spend the amount
received on eligible expenses. The Fund will not pay more than the maximum
amount allowed under the plan, but shall not exceed the amount permitted to be
paid under the rules of the National Association of Securities Dealers.

In addition to the payments that the Distributor or others are entitled to under
the plan, the plan also provides that to the extent the Fund, the Advisor or the
Distributor or other parties on behalf of the Fund, the Advisor or the
Distributor make payments that are deemed to be for the financing of any
activity primarily intended to result in the sale of fund shares within the
meaning of Rule 12b-1 under the Investment Company Act of 1940, as amended, then
these payments shall be deemed to have been made pursuant to the plan.

To the extent fees are for distribution or marketing functions, as distinguished
from administrative servicing or agency transactions, certain banks may not
participate in the plan because of applicable federal law prohibiting certain
banks from engaging in the distribution of mutual fund shares. These banks,
however, are allowed to receive fees under the plan for administrative servicing
or for agency transactions.

The Distributor must provide written reports to the board at least quarterly on
the amounts and purpose of any payment made under the plans and any related
agreements, and furnish the board with such other information as the board may
reasonably request to enable it to make an informed determination of whether the
plans should be continued.

36
<PAGE>

The plan has been approved according to the provisions of Rule 12b-1. The terms
and provisions of each plan also are consistent with Rule 12b-1. The Rule 12b-1
Plan will continue in effect from year to year, provided that such continuance
is approved annually by a vote of the Board of Directors of the Fund, and a
majority of the Directors of the Fund who are not interested persons (as defined
in the 1940 Act) of the Fund and have no direct or indirect financial interest
in the operation of the Rule 12b-1 Plan or any agreements related to the Rule
12b-1 Plan ("Rule 12b-1 Independent Directors"), cast in person at a meeting
called for the purpose of voting on the Rule 12b-1 Plan. The Rule 12b-1 Plan may
not be amended to increase materially the amount to be spent for the services
described in the Rule 12b-1 Plan with respect to a class of shares without the
approval of the Class A, Class B, Class C, or Class L shareholders of the Fund,
as appropriate, and all material amendments to the Rule 12b-1 Plan must also be
approved by the Directors in the manner described above. The Rule 12b-1 Plan may
be terminated at any time, without payment of a penalty, by a vote of a majority
of the Rule 12b-1 Independent Directors, or by a vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the Class on not
more than 60 days' written notice to any other party to the Rule 12b-1 Plan. The
Board of Directors of the Fund and the Rule 12b-1 Independent Directors have
determined that, in their judgment, there is a reasonable likelihood that the
Rule 12b-1 Plan will benefit the Fund and its Class A, Class B, Class C, and
Class L shareholders. Under the Rule 12b-1 Plan, the Distributor will provide
the Board of Directors of the Fund and the Directors will review, at least
quarterly, a written report of the amounts expended under the Rule 12b-1 Plan
and the purposes for which such expenditures were made. As part of their
quarterly review of the Rule 12b-1 Plan, the Directors will consider the
continued appropriateness of the Rule 12b-1 Plan and the level of compensation
provided thereunder.

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. Reference in this section to
the Advisor also refer to the Subadvisor unless indicated otherwise. 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 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

37
<PAGE>

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 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.

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).

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.

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.

38
<PAGE>

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.

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.

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 a limited extent, each Fund may participate in the initial public offering
("IPO") market. When a Fund is small, IPOs may greatly increase the Fund's total
returns. But, as the Fund grows larger, the Fund is unlikely to achieve the same
level of returns from IPOs. Investing in IPOs is risky, and the prices of stocks
purchased in IPOs tend to fluctuate more widely than stocks of more established
companies.

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

39
<PAGE>

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.

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:

Note - the following table does not contain information on the Advisor Focus or
Advisor Technology Funds because they were not offered until November 30, 2000.

Fiscal Year Ended Brokerage Commissions ($)
--------------------------------------------------------------------------------

Advisor Common Stock Fund

12/31/97 5,306,111
12/31/98 5,582,078
12/31/99 3,636,714

Advisor Mid Cap Growth Fund

12/31/97 121,558
12/31/98 81,754
12/31/99 435,567

Advisor Small Cap Value Fund

12/31/98 199,397
12/31/99 185,150

Advisor U.S. Value Fund

10/31/97 379,137
10/31/98 348,507
10/31/99 181,737

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>
Regular Broker or Dealer (or Parent) Issuer Value of Securities Owned
-------------------------------------------------------------------------------------------------------------------
<S> <C>
Morgan Stanley, Dean Witter & Co. $496,000 (Advisor U.S. Value) as of October 31, 1999
Lehman Brothers Inc. $974,000 (Advisor Mid Cap Growth) as of December 31, 1999
</TABLE>

40
<PAGE>

For the fiscal year ended December 31, 1999, the Advisor Mid Cap Growth Fund's
portfolio turnover rate was 681.0%. This portfolio turnover rate was higher than
anticipated primarily because the Fund repositioned its portfolios in light of
its investment objective, policies, and the then prevailing market environment.

CUSTODIAN

As custodian of the Advisor Common Stock, Advisor Mid Cap Growth, Advisor Small
Cap Value, and Advisor U.S. Value Funds' assets, Firstar Bank, 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.

As custodian of the Advisor Focus and Advisor Technology Funds' assets, State
Street Bank and Trust Company, 801 Pennsylvania Avenue, Kansas City, Missouri,
64105, 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, P.O. Box 2936, Milwaukee, Wisconsin, 53201, acts as transfer agent
and dividend-disbursing agent for the Fund. The Advisor is compensated as
follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Fund Type/Share Class Fee*
------------------------------------------------------------------------------------------------------------------
<S> <C>
Class A shares of Equity Funds and 0.20% of the average daily net asset value of all Class A shares
Income Funds
------------------------------------------------------------------------------------------------------------------
Class B shares of Equity Funds and 0.20% of the average daily net asset value of all Class B shares
Income Funds
------------------------------------------------------------------------------------------------------------------
Class C shares of Equity Funds and 0.20% of the average daily net asset value of all Class C shares
Income Funds
------------------------------------------------------------------------------------------------------------------
Class L shares of Equity Funds and 0.20% of the average daily net asset value of all Class L shares
Income Funds
------------------------------------------------------------------------------------------------------------------
Class Z shares of Equity Funds $21.75 annual open account fee, $ 4.20 annual closed account fee
------------------------------------------------------------------------------------------------------------------
Class Z shares of Income Funds $31.50 annual open account fee, $4.20 annual closed account fee
------------------------------------------------------------------------------------------------------------------
Institutional Class shares of Income 0.015% of the average daily net asset value of all Institutional Class
Funds shares
------------------------------------------------------------------------------------------------------------------
</TABLE>

* Plus out-of-pocket expenses, such as postage and printing expenses in
connection with shareholder communications.

The fees received and the services provided as transfer agent and dividend
disbursing agent are in addition to those received and provided by the Advisor
under the Administration Agreements. The fees and services provided as transfer
agent and dividend disbursing agent are in addition to those received and
provided by the Advisor under the Advisory Agreements.

From time to time, the Fund, directly or indirectly through arrangements with
the Advisor, and/or the Advisor may pay fees to third parties that provide
transfer agent type services and other administrative services to persons who
beneficially own interests in the Fund, such as participants in 401(k) plans and
shareholders who invest through other financial intermediaries. These services
may include, among other things, sub-accounting services, transfer agent type
activities, answering inquiries relating to the Fund, transmitting proxy
statements, annual reports, updated prospectuses, other communications regarding
the Fund, and related services as the Fund or beneficial owners may reasonably
request. In such cases, the Fund will not pay fees based on the number of
beneficial owners at a rate that is greater than the rate the Fund is currently
paying the Advisor for providing these services to Fund shareholders; however,
the Advisor may pay to the third party amounts in excess of such limitation out
of its own profits.

41
<PAGE>

The Fund paid the following amounts for the time periods indicated for transfer
agency and dividend disbursing and printing and mailing services:

Note - the following table does not contain information on the Advisor Focus or
Advisor Technology Funds, or the Class A, Class B, Class C, or Class L shares of
the Advisor Common Stock, Advisor Mid Cap Growth and Advisor Small Cap Value
Funds because those Funds and shares, respectively, were not offered until
November 30, 2000.

<TABLE>
<CAPTION>
Out-of-Pocket Printing/Mailing Total Cost
Fund Fee ($) Expenses ($) Services ($) Waiver ($) After Waiver ($)
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Advisor Common Stock Fund - Class Z

12/31/97 1,784,460 138,514 18,792 0 1,941,766
12/31/98 2,066,643 138,555 15,981 0 2,221,179
12/31/99 2,011,104 158,760 9,384 0 2,179,248

Advisor Mid Cap Growth Fund - Class Z

12/31/97 37,188 5,197 534 0 42,919
12/31/98 63,217 8,260 1,161 0 72,638
12/31/99 84,635 9,980 525 0 95,140

Advisor Small Cap Value Fund - Class Z

12/31/98 63,484 8,405 853 0 72,742
12/31/99 112,327 10,319 510 0 123,156

Advisor U.S. Value Fund - Class Z

10/31/97 157,147 18,849 1,992 0 177,988
10/31/98 312,136 30,813 3,153 0 346,102
10/31/99 356,916 41,489 2,223 0 400,628
</TABLE>

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 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

42
<PAGE>

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 short-term, instead of long-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.

The Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to the
extent it fails to distribute by the end of any calendar year substantially all
of its ordinary income for that year and capital gain net income for the one-
year period ending on October 31 of that year, plus certain other amounts. The
Fund may make additional distributions if necessary to avoid imposition of a 4%
excise tax on undistributed income and gains.

All or a portion of a sales charge paid in purchasing shares of the Fund cannot
be taken into account for purposes of determining gain or loss on the redemption
or exchange of these shares within 90 days after their purchase to the extent
shares of the Fund or another fund are subsequently acquired without payment of
a sales charge pursuant to the reinvestment or exchange privilege. Any
disregarded portion of this sales charge will increase the shareholder's tax
basis in the shares subsequently acquired. In addition, no loss will be allowed
on the redemption or exchange of shares of the Fund if the shareholder purchases
other shares of the Fund (whether through reinvestment of distributions or
otherwise) or acquires or enters into a contract or option to acquire securities
that are substantially identical to shares of the Fund within a period of 61
days beginning 30 days before and ending 30 days after the redemption or
exchange. If disallowed, the loss will be reflected in an adjustment to the
basis of the shares acquired.

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.

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

43
<PAGE>

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).

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.

Pass-Through Income Tax Exemption

Most state laws provide a pass-through to mutual fund shareholders of the state
and local income tax exemption afforded owners of direct U.S. government
obligations. You will be notified annually of the percentage of a Fund's income
that is derived from U.S. government securities.

Purchases In Kind

Shares of the Fund may be purchased "in kind," subject to the Advisor's
determination that the securities are acceptable investments for the Fund. In
an in-kind purchase, investors transfer securities to the Fund in exchange for
Fund shares. Securities accepted by the Fund in an in kind purchase will be
valued at market value. An in kind purchase may result in adverse tax
consequences under certain circumstances to: (1) investors transferring
securities for shares ("In Kind Investors"), (2) investors who acquire shares of
the Fund after a transfer ("new shareholders") or (3) investors who own shares
at the time of transfer ("current shareholders"). As a result of an in kind
purchase, the Fund may acquire securities that have appreciated in value or
depreciated in value from the date they were acquired. If appreciated
securities were to be sold after an in kind purchase, the amount of the gain
would be taxable to new shareholders, current shareholders and In Kind
Investors. The effect of this for current shareholders or new shareholders
would be to tax them on a distribution that represents an increase in the value
of their investment. The effect on In Kind Investors would be to reduce their
potential liability for tax on capital gains by spreading it over a larger asset
base. The opposite may occur if the Fund acquires securities having an
unrealized capital loss. In that case, In Kind Investors will be unable to
utilize the loss to offset gains, but, because an in kind purchase will not
result in any gains, the inability of In Kind Investors to utilize unrealized
losses will have no immediate tax effect. For new shareholders or current
shareholders, to the extent that unrealized losses are realized by the Fund, new
shareholders or current shareholders may benefit by any reduction in net tax
liability attributable to the losses. The Advisor cannot predict whether
securities

44
<PAGE>

acquired in any in kind purchase will have unrealized gains or losses on the
date of the in kind purchase. Consistent with its duties, the Advisor will,
however, take tax consequences to investors into account when making decisions
to sell portfolio assets, including the impact of realized capital gains on
shareholders of the Fund.

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.

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 and avoid imposition of the Excise Tax,
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.

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) plus
any applicable sales charges. 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 traded on a national securities exchange or NASDAQ are valued
at the last sales price on the national securities exchange or NASDAQ 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

45
<PAGE>

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.

ADDITIONAL SHAREHOLDER INFORMATION

Brokers Receipt of Purchase and Redemption Orders

The Fund has authorized certain brokers to accept purchase and redemption orders
on the Fund's behalf. These brokers are, in turn, authorized to designate other
intermediaries to accept purchase and redemption orders on the Fund's behalf.
The Fund will be deemed to have received a purchase or redemption order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order. Purchase and redemption orders received in this manner will be priced at
the Fund's net asset value next computed after they are accepted by an
authorized broker or the broker's authorized designee.

Dollar Cost Averaging

Strong Funds' Automatic Investment Plan, Payroll Direct Deposit Plan, and
Automatic Exchange Plan are methods of implementing dollar cost averaging.
Dollar cost averaging is an investment strategy that involves investing a fixed
amount of money at regular time intervals. By always investing the same set
amount, an investor will be purchasing more shares when the price is low and
fewer shares when the price is high. Ultimately, by using this principle in
conjunction with fluctuations in share price, an investor's average cost per
share may be less than the average transaction price. A program of regular
investment cannot ensure a profit or protect against a loss during declining
markets. Since such a program involves continuous investment regardless of
fluctuating share values, investors should consider their ability to continue
the program through periods of both low and high share-price levels.

Fee Waivers

The Fund reserves the right to waive some or all fees in certain conditions
where the application of the fee would not serve its purpose.

Financial Intermediaries

If an investor purchases or redeems shares of the Fund through a financial
intermediary, certain features of the Fund relating to such transactions may not
be available or may be modified. In addition, certain operational policies of
the Fund, including those related to settlement and dividend accrual, may vary
from those applicable to direct shareholders of the Fund and may vary among
intermediaries. Please consult your financial intermediary for more information
regarding these matters. In addition, the Fund may pay, directly or indirectly
through arrangements with the Advisor, amounts to financial intermediaries that
provide transfer agent type and/or other administrative services to their
customers. The Fund will not pay more for these services through intermediary
relationships than it would if the intermediaries' customers were direct
shareholders in the Fund; however, the Advisor may pay to the financial
intermediary amounts in excess of such limitation out of its own profits.
Certain financial intermediaries may charge an advisory, transaction, or other
fee for their services. Investors will not be charged for such fees if
investors purchase or redeem Fund shares directly from the Fund without the
intervention of a financial intermediary.

Fund Redemptions

Shareholders can gain access to the money in their accounts by selling (also
called redeeming) some or all of their shares by mail, telephone, computer,
automatic withdrawals, or through a broker-dealer, (assuming all the appropriate
documents and requirements have been met for these account options). After a
redemption request is processed, the proceeds from the sale will normally be
sent on the next business day but, in any event, no more than seven days later.

Moving Account Options and Information

When establishing a new account by exchanging funds from an existing Strong
Funds account, some account options (such as the exchange option, Express
Purchase and the redemption option), if existing on the account from which money
is exchanged, will automatically be made available on the new account unless the
shareholder indicates otherwise, or the option is not

46
<PAGE>

available on the new account. Subject to applicable Strong Funds policies, other
account options, including automatic investment, automatic exchange and
systematic withdrawal, may be moved to the new account at the request of the
shareholder. If allowed by Strong Funds policies (i) once the account options
are established on the new account, the shareholder may modify or amend the
options, and (ii) account options may be moved or added from one existing
account to another new or existing account. Account information, such as the
shareholder's address of record and social security number, will be copied from
the existing account to the new account.

Promotional Items

From time to time, the Advisor and/or Distributor may give de minimis gifts or
other immaterial consideration to investors who open new accounts or add to
existing accounts with the Strong Funds. In addition, from time to time, the
Advisor and/or Distributor, alone or with other entities or persons, may
sponsor, participate in conducting, or be involved with sweepstakes, give-aways,
contests, incentive promotions, or other similar programs ("Give-Aways"). This
is done in order to, among other reasons, increase the number of users of and
visits to the Fund's Internet web site. As part of the Give-Aways, persons may
receive cash or other awards including without limitation, gifts, merchandise,
gift certificates, travel, meals, and lodging. Under the Advisor's and
Distributor's standard rules for Give-Aways, their employees, subsidiaries,
advertising and promotion agencies, and members of their immediate families are
not eligible to enter the Give-Aways.

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.

Retirement Plans

Traditional Individual Retirement Account (IRA): Everyone under age 70 1/2 with
earned income may contribute to a tax-deferred Traditional IRA. The Strong
Funds offer a prototype plan for you to establish your own Traditional IRA. You
are allowed to contribute up to the lesser of $2,000 or 100% of your earned
income each year to your Traditional IRA (or up to $4,000 between your
Traditional IRA and your non-working spouses' Traditional IRA). Under certain
circumstances, your contribution will be deductible.

Roth IRA: Taxpayers, of any age, who have earned income, and whose adjusted
gross income ("AGI") does not exceed $110,000 (single) or $160,000 (joint) can
contribute to a Roth IRA. Allowed contributions begin to phase-out at $95,000
(single) or $150,000 (joint). You are allowed to contribute up to the lesser of
$2,000 or 100% of earned income each year into a Roth IRA. If you also maintain
a Traditional IRA, the maximum contribution to your Roth IRA is reduced by any
contributions that you make to your Traditional IRA. Distributions from a Roth
IRA, if they meet certain requirements, may be federally tax free. If your AGI
is $100,000 or less, you can convert your Traditional IRAs into a Roth IRA.
Conversions of earnings and deductible contributions are taxable in the year of
the distribution. The early distribution penalty does not apply to amounts
converted to a Roth IRA even if you are under age 59 1/2.

Education IRA: Taxpayers may contribute up to $500 per year into an Education
IRA for the benefit of a child under age 18. Total contributions to any one
child cannot exceed $500 per year. The contributor must have adjusted income
under $110,000 (single) or $160,000 (joint) to contribute to an Education IRA.
Allowed contributions begin to phase-out at $95,000 (single) or $150,000
(joint). Withdrawals from the Education IRA to pay qualified higher education
expenses are federally tax free. Any withdrawal in excess of higher education
expenses for the year are potentially subject to tax and an additional 10%
penalty.

47
<PAGE>

Direct Rollover IRA: To avoid the mandatory 20% federal withholding tax on
distributions, you must transfer the qualified retirement or IRC section 403(b)
plan distribution directly into an IRA. The distribution must be eligible for
rollover. The amount of your Direct Rollover IRA contribution will not be
included in your taxable income for the year.

Simplified Employee Pension Plan (SEP-IRA): A SEP-IRA plan allows an employer to
make deductible contributions to separate IRA accounts established for each
eligible employee.

Salary Reduction Simplified Employee Pension Plan (SAR SEP-IRA): A SAR SEP-IRA
plan is a type of SEP-IRA plan in which an employer may allow employees to defer
part of their salaries and contribute to an IRA account. These deferrals help
lower the employees' taxable income. Please note that you may no longer open
new SAR SEP-IRA plans (since December 31, 1996). However, employers with SAR
SEP-IRA plans that were established prior to January 1, 1997 may still open
accounts for new employees.

Simplified Incentive Match Plan for Employees (SIMPLE-IRA): A SIMPLE-IRA plan
is a retirement savings plan that allows employees to contribute a percentage of
their compensation, up to $6,000, on a pre-tax basis, to a SIMPLE-IRA account.
The employer is required to make annual contributions to eligible employees'
accounts. All contributions grow tax-deferred.

Defined Contribution Plan: A defined contribution plan allows self-employed
individuals, partners, or a corporation to provide retirement benefits for
themselves and their employees. Plan types include: profit-sharing plans, money
purchase pension plans, and paired plans (a combination of a profit-sharing plan
and a money purchase plan).

401(k) Plan: A 401(k) plan is a type of profit-sharing plan that allows
employees to have part of their salary contributed on a pre-tax basis to a
retirement plan which will earn tax-deferred income. A 401(k) plan is funded by
employee contributions, employer contributions, or a combination of both.

403(b)(7) Plan: A 403(b)(7) plan is a tax-sheltered custodial account designed
to qualify under section 403(b)(7) of the IRC and is available for use by
employees of certain educational, non-profit, hospital, and charitable
organizations.

Right of Set-Off

To the extent not prohibited by law, the Fund, any other Strong Fund, and the
Advisor, each has the right to set-off against a shareholder's account balance
with a Strong Fund, and redeem from such account, any debt the shareholder may
owe any of these entities. This right applies even if the account is not
identically registered.

Shares in Certificate Form

Certificates will be issued for shares held in a Fund account only upon written
request. A shareholder will, however, have full shareholder rights whether or
not a certificate is requested.

Signature Guarantees

A signature guarantee is designed to protect shareholders and the Fund against
fraudulent transactions by unauthorized persons. In the following instances,
the Fund will require a signature guarantee for all authorized owners of an
account:

. when adding the redemption option to an existing account;

. when transferring the ownership of an account to another individual or
organization;

. when submitting a written redemption request for more than $100,000;

. when requesting to redeem or redeposit shares that have been issued in
certificate form;

. if requesting a certificate after opening an account;

. when requesting that redemption proceeds be sent to a different name or
address than is registered on an account;

. if adding/changing a name or adding/removing an owner on an account; and

. if adding/changing the beneficiary on a transfer-on-death account.

48
<PAGE>

A signature guarantee may be obtained from any eligible guarantor institution,
as defined by the SEC. These institutions include banks, savings associations,
credit unions, brokerage firms, and others. Please note that a notary public
stamp or seal is not acceptable.

Telephone and Internet Exchange/Redemption/Purchase Privileges

The Fund employs reasonable procedures to confirm that instructions communicated
by telephone or the Internet are genuine. The Fund may not be liable for losses
due to unauthorized or fraudulent instructions. Such procedures include but are
not limited to requiring a form of personal identification prior to acting on
instructions received by telephone or the Internet, providing written
confirmations of such transactions to the address of record, tape recording
telephone instructions and backing up Internet transactions.

49
<PAGE>

ORGANIZATION

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

<TABLE>
<CAPTION>
Incorporation Date Series Date Class Authorized Par
Corporation Date Created Created Shares Value ($)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Strong Common Stock Fund, Inc. 11/11/1988 Indefinite .001
- Strong Advisor Common Stock 11/11/1988 .001
Fund(1)
. Class A 11/30/2000 .001
. Class B 11/30/2000 .001
. Class C 11/30/2000 .001
. Class L 11/30/2000
. Class Z(2) 11/11/1988 .001
- Strong Advisor Focus Fund 11/30/2000 .001
. Class A 11/30/2000 .001
. Class B 11/30/2000 .001
. Class C 11/30/2000 .001
. Class L 11/30/2000
- Strong Advisor Technology Fund 11/30/2000 .001
. Class A 11/30/2000 .001
. Class B 11/30/2000 .001
. Class C 11/30/2000 .001
. Class L 11/30/2000
Strong Conservative Equity Funds, 12/28/1998 Indefinite .00001
Inc.(3)
- Strong Advisor U.S. Value Fund (4) 10/27/1995 .00001
. Class A 11/30/2000 .00001
. Class B 11/30/2000 .00001
. Class C 11/30/2000 .00001
. Class L 11/30/2000
. Class Z(2) 10/27/1995 .00001
Strong Equity Funds, Inc.(5) 12/28/1990 Indefinite .00001
- Strong Advisor Mid Cap Growth 10/28/1996 Indefinite .00001
Fund (6)
. Class A 11/30/2000 .00001
. Class B 11/30/2000 .00001
. Class C 11/30/2000 .00001
. Class L 11/30/2000
. Class Z(2) 10/28/1996 .00001
- Strong Advisor Small Cap Value 12/10/1997 Indefinite .00001
Fund (7)
. Class A 11/30/2000 .00001
. Class B 11/30/2000 .00001
. Class C 11/30/2000 .00001
. Class L 11/30/2000
. Class Z(2) 12/10/1997 .00001
</TABLE>

(1) Prior to November 30, 2000, the Fund's name was Strong Common Stock Fund.
(2) Current Class Z is comprised of former Investor Class shares.
(3) Prior to October 27, 1995, the Corporation's name was Strong American
Utilities Fund, Inc.
(4) Prior to November 30, 2000, the Fund's name was Strong Equity Income Fund.
(5) Prior to November 1, 1995, the Corporation's name was Strong Growth Fund,
Inc.
(6) Prior to November 30, 2000, the Fund's name was Strong Mid Cap Growth Fund.
(7) Prior to November 30, 2000, the Fund's name was Strong Small Cap Value Fund.

50
<PAGE>

The Strong Advisor Mid Cap Growth Fund and Strong Advisor Small Cap Value Fund
are diversified series of Strong Equity Funds, Inc., which is an open-end
management investment company. The Strong Advisor Common Stock Fund and Strong
Advisor Technology Funds are diversified series of Strong Common Stock Fund,
Inc., which is an open-end management investment company. The Strong Advisor
Focus Fund is a non-diversified series of Strong Common Stock Fund, Inc. The
Strong Advisor U.S. Value Fund is a diversified series of Strong Conservative
Equity 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.

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.

A multiple class Fund will separately calculate performance information for each
class of shares. The performance figures for each class of shares will vary
based on differences in their expense ratios.

Performance figures for Class A, Class B, Class C, and Class L shares of the
Fund, which were first offered on November 30, 2000, are based on the historical
performance of the Fund's former Retail Class shares, currently Class Z shares,
from the inception of the Fund up to November 29, 2000, which has been
recalculated to reflect the additional sales charges and expenses imposed on the
Class A, Class B, Class C, and Class L shares. The performance figures for each
class of shares will vary based on differences in their expense ratios.

51
<PAGE>

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.

Total return for the oldest class of the Fund reflects actual performance for
all periods. For other classes, total returns before inception reflect the
oldest class's performance, adjusted for the difference in sales charges and
expenses among the classes.

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
------------

Advisor Common Stock Fund

Class A*

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One Year $10,000 $13,194 31.94% 31.94%
----------------------------------------------------------------------------------------------------------------------
Five Years $10,000 $27,487 174.87% 22.41%
----------------------------------------------------------------------------------------------------------------------
Ten Years $10,000 $64,605 546.05% 20.51%
----------------------------------------------------------------------------------------------------------------------
Life of Fund** $10,000 $64,605 546.05% 20.50%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

* Class commenced operations on November 30, 2000.
** Commenced operations on December 29, 1989.

52
<PAGE>

Class B*

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One Year $10,000 $13,453 34.53% 34.53%
-----------------------------------------------------------------------------------------------------
Five Years $10,000 $28,425 184.25% 23.24%
-----------------------------------------------------------------------------------------------------
Ten Years $10,000 $65,971 559.71% 20.76%
-----------------------------------------------------------------------------------------------------
Life of Fund** $10,000 $65,971 559.71% 20.75%
-----------------------------------------------------------------------------------------------------
</TABLE>

* Class commenced operations on November 30, 2000.
** Commenced operations on December 29, 1989.

Class C*

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One Year $10,000 $13,953 39.53% 39.53%
-----------------------------------------------------------------------------------------------------
Five Years $10,000 $28,625 186.25% 23.41%
-----------------------------------------------------------------------------------------------------
Ten Years $10,000 $65,971 559.71% 20.76%
-----------------------------------------------------------------------------------------------------
Life of Fund** $10,000 $65,971 559.71% 20.75%
-----------------------------------------------------------------------------------------------------
</TABLE>

* Class commenced operations on November 30, 2000.
** Commenced operations on December 29, 1989.

Class L*

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One Year $10,000 $13,714 37.14% 37.14%
-----------------------------------------------------------------------------------------------------
Five Years $10,000 $28,339 183.39% 23.16%
-----------------------------------------------------------------------------------------------------
Ten Years $10,000 $65,312 553.12% 20.64%
-----------------------------------------------------------------------------------------------------
Life of Fund** $10,000 $65,312 553.12% 20.63%
-----------------------------------------------------------------------------------------------------
</TABLE>

* Class commenced operations on November 30, 2000.
** Commenced operations on December 29, 1989.

Class Z*

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One Year $10,000 $14,035 40.35% 40.35%
-----------------------------------------------------------------------------------------------------
Five Years $10,000 $29,597 195.97% 24.24%
-----------------------------------------------------------------------------------------------------
Ten Years $10,000 $70,653 606.53% 21.59%
-----------------------------------------------------------------------------------------------------
Life of Fund* $10,000 $70,653 606.53% 21.59%
-----------------------------------------------------------------------------------------------------
</TABLE>

* Commenced operations on December 29, 1989.

53
<PAGE>

Advisor Mid Cap Growth Fund

Class A*

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One Year $10,000 $18,066 80.66% 80.66%
----------------------------------------------------------------------------------------------------------
Life of Fund** $10,000 $23,412 134.12% 32.78%
----------------------------------------------------------------------------------------------------------
</TABLE>

* Class commenced operations on November 30, 2000.
** Commenced operations on December 31, 1996.

Class B*

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One Year $10,000 $18,628 86.28% 86.28%
----------------------------------------------------------------------------------------------------------
Life of Fund** $10,000 $24,210 142.10% 34.28%
----------------------------------------------------------------------------------------------------------
</TABLE>

* Class commenced operations on November 30, 2000.
** Commenced operations on December 31, 1996.

Class C*

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One Year $10,000 $19,128 91.28% 91.28%
----------------------------------------------------------------------------------------------------------
Life of Fund** $10,000 $24,610 146.10% 35.01%
----------------------------------------------------------------------------------------------------------
</TABLE>

* Class commenced operations on November 30, 2000.
** Commenced operations on December 31, 1996.

Class L*

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One Year $10,000 $18,837 88.37% 88.37%
----------------------------------------------------------------------------------------------------------
Life of Fund** $10,000 $24,364 143.64% 34.56%
----------------------------------------------------------------------------------------------------------
</TABLE>

* Class commenced operations on November 30, 2000.
** Commenced operations on December 31, 1996.

Class Z*

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One Year $10,000 $19,202 92.02% 92.02%
----------------------------------------------------------------------------------------------------------
Life of Fund* $10,000 $25,031 150.31% 35.78%
----------------------------------------------------------------------------------------------------------
</TABLE>

* Commenced operations on December 31, 1996.

54
<PAGE>

Advisor Small Cap Value Fund

Class A*

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One Year $10,000 $12,044 20.44% 20.44%
-------------------------------------------------------------------------------------------------------
Life of Fund** $10,000 $12,742 27.42% 12.88%
-------------------------------------------------------------------------------------------------------
</TABLE>

* Class commenced operations on November 30, 2000.
** Commenced operations on December 31, 1997.

Class B*

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One Year $10,000 $12,237 22.37% 22.37%
-------------------------------------------------------------------------------------------------------
Life of Fund** $10,000 $13,023 30.23% 14.12%
-------------------------------------------------------------------------------------------------------
</TABLE>

* Class commenced operations on November 30, 2000.
** Commenced operations on December 31, 1997.

Class C*

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One Year $10,000 $12,737 27.37% 27.37%
-------------------------------------------------------------------------------------------------------
Life of Fund** $10,000 $13,423 34.23% 15.86%
-------------------------------------------------------------------------------------------------------
</TABLE>

* Class commenced operations on November 30, 2000.
** Commenced operations on December 31, 1997.

Class L*

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One Year $10,000 $12,511 25.11% 25.11%
-------------------------------------------------------------------------------------------------------
Life of Fund** $10,000 $13,289 32.89% 15.28%
-------------------------------------------------------------------------------------------------------
</TABLE>

* Class commenced operations on November 30, 2000.
** Commenced operations on December 31, 1997.

Class Z*

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Initial $10,000 Ending $ value Cumulative Average Annual
Time Period Investment December 31, 1999 Total Return Total Return
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One Year $10,000 $12,809 28.09% 28.09%
-------------------------------------------------------------------------------------------------------
Life of Fund* $10,000 $13,590 35.90% 16.58%
-------------------------------------------------------------------------------------------------------
</TABLE>

* Commenced operations on December 31, 1997.

55
<PAGE>

Advisor U.S. Value Fund

Class A*

* Class commenced operations on November 30, 2000.
* Commenced operations on December 29, 1995.

Class B*

* Class commenced operations on November 30, 2000.
* Commenced operations on December 29, 1995.

Class C*

* Class commenced operations on November 30, 2000.
** Commenced operations on December 29, 1995.

Class L*

* Class commenced operations on November 30, 2000.
** Commenced operations on December 29, 1995.

Class Z*

* Commenced operations on December 29, 1995.

56
<PAGE>

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, 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.

Other Sources. The Fund's advertisements and supplemental sales literature may
contain full or partial reprints of editorials or articles evaluating the Fund's
management and performance from such sources as Money, Forbes, Kiplinger's,
Smart Money, Financial World, Business Week, U.S. News and World Report, The
Wall Street Journal, Mutual Fund Magazine, Barron's, and various investment
newsletters. The Fund may also include testimonials from shareholders, clients,
and others that describe their experiences with the Fund, the Advisor, or the
Distributor, including descriptions of the Fund's performance, features, and
attributes and the services, tools, and assistance provided by the Fund, the
Advisor, or the Distributor.

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.

57
<PAGE>

Investment Objectives. The Funds offer a comprehensive range of conservative to
aggressive investment options. The Funds and their investment objectives are
listed below.

<TABLE>
<CAPTION>
Fund Name Investment Objective
--------- --------------------
<S> <C>
----------------------------------------------------------------------------------------------------------------
Growth and Income
----------------------------------------------------------------------------------------------------------------
Strong Advisor U.S. Value Fund Total return by investing for both income and capital growth.
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Equity
----------------------------------------------------------------------------------------------------------------
Strong Advisor Common Stock Fund Capital growth.
----------------------------------------------------------------------------------------------------------------
Strong Advisor Focus Fund Capital growth.
----------------------------------------------------------------------------------------------------------------
Strong Advisor Mid Cap Growth Fund Capital growth.
----------------------------------------------------------------------------------------------------------------
Strong Advisor Small Cap Value Fund Capital growth.
----------------------------------------------------------------------------------------------------------------
Strong Advisor Technology Fund Capital growth
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Income
----------------------------------------------------------------------------------------------------------------
Strong Advisor Aggressive High-Yield Total return by investing for a high level of current income and
Bond Fund capital growth.
----------------------------------------------------------------------------------------------------------------
Strong Advisor Bond Fund Total return by investing for a high level of current income with a
moderate degree of share-price fluctuation.
----------------------------------------------------------------------------------------------------------------
Strong Advisor Short Duration Bond Total return by investing for a high level of income with a low degree
Fund of share-price fluctuation.
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
</TABLE>

The Fund may from time to time be compared to other Strong 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 Funds risk/reward continuum or any Fund's position on the
continuum may be described or diagrammed in marketing materials. The Strong
Funds risk/reward continuum positions the risk and reward potential of each
Strong Fund relative to the other Strong Funds, but is not intended to position
any Strong 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.

Tying Time Frames to Your Goals. There are many issues to consider as you make
your investment decisions, including analyzing your risk tolerance, investing
experience, and asset allocations. You should start to organize your
investments by learning to link your many financial goals to specific time
frames. Then you can begin to identify the appropriate types of investments to
help meet your goals. As a general rule of thumb, the longer your time horizon,
the more price fluctuation you will be able to tolerate in pursuit of higher
returns. For that reason, many people with longer-term goals select stocks or
long-term bonds, and many people with nearer-term goals match those up with for
instance, short-term bonds. The Advisor developed the following suggested
holding periods to help our investors set realistic expectations for both the
risk and reward potential of our funds. (See table below.) Of course, time is
just one element to consider when making your investment decision.

Suggested Minimum Holding Periods

<TABLE>
<CAPTION>
2 to 4 Years 4 to 7 Years 5 or More Years
------------ ------------ ---------------
<S> <C> <C>
Advisor Short Duration Bond Fund Advisor Bond Fund Advisor Common Stock Fund
Advisor U.S. Value Fund
Advisor Aggressive High-Yield Bond Advisor Focus Fund
Fund Advisor Mid Cap Growth Fund
Advisor Small Cap Value Fund
Advisor Technology Fund
</TABLE>

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

58
<PAGE>

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.

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 (SUM)(x\\i\\ - x\\m\\)/2/

--------------------
n-1

Where: (sum) = "the sum of",
x\\i\\ = each individual return during the time period,
x\\m\\ = 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.

59
<PAGE>

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.

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.

60
<PAGE>

Strong Retirement Plan Services

Strong Retirement Plan Services offers a full menu of high quality, affordable
retirement plan options, including traditional money purchase pension and profit
sharing plans, 401(k) plans, simplified employee pension plans, salary reduction
plans, Keoghs, and 403(b) plans. Retirement plan specialists are available to
help companies determine which type of retirement plan may be appropriate for
their particular situation.

Turnkey approach. The retirement plans offered by the Advisor are designed to be
streamlined and simple to administer. To this end, the Advisor has invested
heavily in the equipment, systems, technology, and people necessary to adopt or
convert a plan, and to keep it running smoothly. The Advisor provides all
aspects of the plan, including plan design, administration, recordkeeping, and
investment management. To streamline plan design, the Advisor provides
customizable IRS-approved prototype documents. The Advisor's services also
include annual government reporting and testing as well as daily valuation of
each participant's account. This structure is intended to eliminate the
confusion and complication often associated with dealing with multiple vendors.
It is also designed to save plan sponsors time and expense.

The Advisor strives to provide one-stop retirement savings programs that combine
the advantages of proven investment management, flexible plan design, and a wide
range of investment options.

Retirement Options. The Advisor works closely with plan sponsors to design a
comprehensive retirement program. The open architecture design of the plans
allow for the use of the family of mutual funds managed by the Advisor as well
as a stable asset value option. Large company plans may supplement these options
with their company stock (if publicly traded) or funds from other well-known
mutual fund families.

Education. Participant education and communication is key to the success of any
retirement program, and therefore is one of the most important services that the
Advisor provides. The Advisor's goal is twofold: to make sure that plan
participants fully understand their options and to educate them about the
lifelong investment process. To this end, the Advisor provides attractive,
readable print materials that are supplemented with audio and videotapes, and
retirement education programs. The Advisor will work with plan sponsors to
identify participants' education needs.

Service. The Advisor's goal is to provide a world class level of service through
the use of experienced retirement plan professionals and advanced technology.
One aspect of that service is an experienced, knowledgeable team that provides
ongoing support for plan sponsors, both at adoption or conversion and throughout
the life of a plan. The Advisor is committed to delivering accurate and timely
information, evidenced by straightforward, complete, and understandable reports,
participant account statements, and plan summaries. The Advisor invests in the
latest technology in order to provide plan sponsors and participants with
superior service.

The Advisor has designed both "high-tech" and "high-touch" systems, providing an
automated telephone system and Internet access as well as professional personal
contact. Participants can access daily account information, conduct
transactions, or have questions answered in the way that is most comfortable for
them.

Strong Financial Intermediary Group

The Strong Financial Intermediary Group is dedicated to helping financial
advisors better serve their clients. Financial advisors receive regular updates
on the mutual funds managed by the Advisor, access to portfolio managers through
special conference calls, consolidated mailings of duplicate confirmation
statements, access to the Advisor's network of regional representatives, and
other specialized services. For more information on the Strong Financial
Intermediary Group, call 800-368-1683.

61
<PAGE>

INDEPENDENT ACCOUNTANTS

Pricewaterhouse Coopers LLP, 100 East Wisconsin Avenue, Milwaukee, Wisconsin,
53202, is the independent accountant 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.

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. Statement of Changes in Net Assets.
5. Notes to Financial Statements.
6. Financial Highlights.
7. Report of Independent Accountants.

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

62
<PAGE>

APPENDIX A - 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 on 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 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.

63
<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'

A subordinated debt or preferred stock obligation rated 'C' is CURRENTLY HIGHLY
VULNERABLE to nonpayment. The 'C' rating may be used to cover a situation where
a bankruptcy petition has been filed or similar action taken, but payments on
this obligation are being continued. A 'C' also will be assigned to a preferred
stock issue in arrears on dividends or sinking fund payments, but that is
currently paying.

'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 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.

Plus (+) or minus (-) : The ratings from 'AA' to 'CCC' may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

This symbol is attached to the ratings of instruments with significant noncredit
risks. It highlights risks to principal or volatility of expected returns which
are not addressed in the credit rating. Examples include: obligations linked or
indexed to equities, currencies, or commodities; obligations exposed to severe
prepayment risk - such as interest-only or principal-only mortgage securities;
and obligations with unusually risky interest terms, such as inverse floaters.

64
<PAGE>

N.R.

This indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that Standard & Poor's does not rate a
particular obligation as a matter of policy.

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 the 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, Inc. ("Fitch") Long-Term National Credit Ratings

AAA (xxx)

'AAA' national ratings denote the highest rating assigned by Fitch in its
national rating scale for that country. This rating is assigned to the "best"
credit risk relative to all other issuers or issues in the same country and will
normally be assigned to all financial commitments issued or guaranteed by the
sovereign state.

AA (xxx)

'AA' national ratings denote a very strong credit risk relative to other issuers
or issues in the same country. The credit risk inherent in these financial
commitments differs only slightly from the country's highest rated issuers or
issues.

65
<PAGE>

A (XXX)

'A' national ratings denote a strong credit risk relative to other issuers or
issues in the same country. However, changes in circumstances or economic
conditions may affect the capacity for timely repayment of these financial
commitments to a greater degree than for financial commitments denoted by a
higher rated category.

BBB (xxx)

'BBB' national ratings denote an adequate credit risk relative to other issuers
or issues in the same country. However, changes in circumstances or economic
conditions are more likely to affect the capacity for timely repayment of these
financial commitments than for financial commitments denoted by a higher rated
category.

BB (xxx)

'BB' national ratings denote a fairly weak credit risk relative to other issuers
or issues in the same country. Within the context of the country, payment of
these financial commitments is uncertain to some degree and capacity for timely
repayment remains more vulnerable to adverse economic change over time.

B (xxx)

'B' national ratings denote a significantly weak credit risk relative to other
issuers or issues in the same country. Financial commitments are currently being
met but a limited margin of safety remains and capacity for continued timely
payments is contingent upon a sustained, favorable business and economic
environment.

CCC (xxx), CC (xxx), C (xxx)

These categories of national ratings denote an extremely weak credit risk
relative to other issuers or issues in the same country. Capacity for meeting
financial commitments is solely reliant upon sustained, favorable business or
economic developments.

DDD (xxx), DD (xxx), D (xxx)

These categories of national ratings are assigned to entities or financial
commitments which are currently in default.

A special identifier for the country concerned will be added to all national
ratings. For illustrative purposes, (xxx) has been used, as above.

"+" or "-" may be appended to a national rating to denote relative status within
a major rating category. Such suffixes are not added to the 'AAA (xxx)' national
rating category or to categories below 'CCC (xxx)'.

Thomson BankWatch (TBW) Long-Term Debt Ratings

Long-Term Debt Ratings assigned by TBW heavily weigh 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.

66
<PAGE>

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.

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 adverse
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.

67
<PAGE>

'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.

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, Inc. ("Fitch") Short-Term National Credit Ratings

F1 (xxx)

Indicates the strongest capacity for timely payment of financial commitments
relative to other issuers or issues in the same country. Under Fitch's national
rating scale, this rating is assigned to the "best" credit risk relative to all
others in the same country and is normally assigned to all financial commitments
issued or guaranteed by the sovereign state. Where the credit risk is
particularly strong, a "+" is added to the assigned rating.

F2 (xxx)

Indicates a satisfactory capacity for timely payment of financial commitments
relative to other issuers or issues in the same country. However, the margin of
safety is not as great as in the case of the higher ratings.

68
<PAGE>

F3 (xxx)

Indicates an adequate capacity for timely payment of financial commitments
relative to other issuers or issues in the same country. However, such capacity
is more susceptible to near-term adverse changes than for financial commitments
in higher rated categories.

B (xxx)

Indicates an uncertain capacity for timely payment of financial commitments
relative to other issuers or issues in the same country. Such capacity is highly
susceptible to near-term adverse changes in financial and economic conditions.

C (xxx)

Indicates a highly uncertain capacity for timely payment of financial
commitments relative to other issuers or issues in the same country. Capacity or
meeting financial commitments is solely reliant upon a sustained, favorable
business and economic environment.

D (xxx)

Indicates actual or imminent payment default.

A special identifier for the country concerned will be added to all national
ratings. For illustrative purposes, (xxx) has been used, as above.

"+" or "-" may be appended to a national rating to denote relative status within
a major rating category. Such suffixes are not added to ratings other than 'F1
(xxx)'.

In certain countries, regulators have established credit rating scales, to be
used within their domestic markets, using specific nomenclature. In these
countries, our rating definitions for F1+ (xxx), F1 (xxx), F2 (xxx) and F3 (xxx)
may be substituted by the regulatory scales, e.g. A1+, A1, A2 and A3.

Thomson BankWatch (TBW) Short-Term Ratings

TBW assigns Short-Term Debt Ratings to specific debt instruments with original
maturities of one year or less. The ratings are based on the overall health and
financial condition of the rated company on a consolidated basis. In addition,
the ratings place a great emphasis on the likelihood of government support.

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.

69
<PAGE>

APPENDIX B - SHARE CLASSES

FRONT-END SALES LOAD.

The maximum front-end sales load is 5.75% for Class A shares. There is no front-
end load for Class B or Class C shares.

The offering price for Class A shares is the next NAV calculated after a
purchase order is accepted, plus any applicable initial sales charges. No sales
charge is imposed on reinvested dividends and distributions. Class A shares are
also subject to Rule 12b-1 fees at an annual rate of 0.25% of average daily net
assets. The amount of the initial sales charge you pay when you buy Class A
shares differs depending on the amount you invest:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
Dealer
Reallowance as a
Amount of As a Percentage As a Percentage Percentage of Offering
Your Investment of Offering Price of Investment Price
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.00%
----------------------------------------------------------------------------------------------------------------------------
$50,000 but less than $100,000 4.50% 4.71% 3.75%
----------------------------------------------------------------------------------------------------------------------------
$100,000 but less than $250,000 3.50% 3.63% 2.80%
----------------------------------------------------------------------------------------------------------------------------
$250,000 but less than $500,000 2.50% 2.56% 2.00%
----------------------------------------------------------------------------------------------------------------------------
$500,000 but less than $1,000,000 2.00% 2.04% 1.60%
----------------------------------------------------------------------------------------------------------------------------
$1,000,000 or more None None 1.00%
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

For Class L shares of each Fund, the front-end sales load is 1.00% of the amount
that you invest and the dealer reallowance as a percentage of offering price is
2.00%. The offering price for Class L shares is the next NAV calculated after a
purchase order is accepted, plus any applicable initial sales charges. No sales
charge is imposed on reinvested dividends and distributions. Class L shares are
also subject to Rule 12b-1 fees at an annual rate of 0.75% of average daily net
assets.

Dealer Reallowances. As shown above, Distributor pays (or "reallows") a portion
of the initial sales charge. The dealer reallowance is expressed as a
percentage of the Class A and Class L shares' offering price.

WAIVERS OR REDUCTIONS OF FRONT-END SALES LOADS

The initial sales charge may be reduced or waived in the following
circumstances.

1. Reinstatement Privilege. Shareholders of the Fund who have redeemed their
shares have a one-time right to reinvest the redemption proceeds at net asset
value (without a sales charge). Such a reinvestment must be made within 365 days
of the redemption and is limited to the amount of the redemption proceeds. The
proceeds must be reinvested within the same share class, except proceeds from
the sale of Class B Shares will be reinvested in Class A Shares. Although
redemptions and repurchases of shares are taxable events, a reinvestment within
a certain period of time in the same fund may be considered a "wash sale" and
may result in the inability to recognize currently all or a portion of a loss
realized on the original redemption for federal income tax purposes. Please see
your tax adviser for further information. If you paid a CDSC when you redeemed
your Class A, Class C, or Class L shares from the Fund, a new CDSC will apply to
your purchase of Fund shares and the CDSC holding period will begin again. We
will, however, credit your fund account with additional shares based on the CDSC
you previously paid and the amount of the redemption proceeds that you reinvest.

2. Letter of Intent (LOI). If a shareholder (other than a group purchaser
described below) anticipates purchasing $50,000 or more of Class A shares of a
Fund within a 13-month period, the shareholder may obtain Class A shares of the
Fund at the same reduced sales charge as though the total quantity were invested
in one lump sum by completing the Letter of Intent and delivering the Letter of
Intent to the Advisor within 90 days of the commencement of purchases. Subject
to acceptance by the Advisor and the conditions mentioned below, each purchase
will be made at a public offering price applicable to a single transaction of
the dollar amount specified in the Letter of Intent. The shareholder or his
dealer must inform the Advisor that the Letter of Intent is in effect each time
shares are purchased. The shareholder makes no commitment to purchase additional
shares, but if the shareholder's purchases within 13 months plus the value of
shares credited toward completion of the Letter of Intent do not total the sum
specified, the shareholder will pay the increased amount of the sales charge as
described below. Instructions for issuance of shares in the name of a person
other than the person signing the Letter of Intent application must be
accompanied by a written statement from the dealer stating that the shares were
paid for by the person signing such Letter.

70
<PAGE>

Neither income dividends nor capital gain distributions taken in additional
shares will apply toward the completion of the Letter of Intent. Out of the
shareholder's initial purchase (or subsequent purchases if necessary), shares
equal to difference between the lower sales charge and the higher sales charge
the investor would have paid had the investor not purchased shares through this
program will be held in escrow until the intended amount is invested. These
escrowed shares may be redeemed by the Fund if the investor is required to pay
additional sales charges. When the minimum investment so specified is completed,
the escrowed shares will be released. If the intended investment is not
completed, the Advisor or Distributor will redeem an appropriate number of the
escrowed shares in order to realize such difference. Shares remaining after any
such redemption will be released by the Advisor or Distributor. By completing
and signing the Account Application or Letter of Intent, the shareholder
irrevocably appoints the Advisor and/or the Distributor as the shareholder's
attorney to surrender for redemption any or all escrowed shares with full power
of substitution in the premises.

3. Right of Accumulation. A shareholder qualifies for cumulative quantity
discounts on the purchase of Class A shares when the shareholder's new
investment, together with the current offering price value of Class A shares of
that Fund reaches a discount level. A shareholder (or his investment adviser)
must provide the Advisor or Distributor with information to verify that the
quantity sales charge discount is applicable at the time the investment is made.

4. Group Purchases. A bona fide group and all its members may be treated as a
single purchaser and, under the Right of Accumulation (but not the Letter of
Intent) obtain quantity sales charge discounts on the purchase of Class A shares
if the group (1) gives its endorsement or authorization to the investment
program so it may be used by the investment dealer to facilitate solicitation of
the membership, thus effecting economies of sales effort; (2) has been in
existence for at least six months and has a legitimate purpose other than to
purchase mutual fund shares at a discount; (3) is not a group of individuals
whose sole organizational nexus is as credit cardholders of a company,
policyholders of an insurance company, customers of a bank or broker-dealer,
clients of an investment adviser, or other similar groups; and (4) agrees to
provide certification of membership of those members investing money in the
Class A shares upon the request of the Advisor or Distributor.

The initial sales charge for Class A shares may be waived in the following
circumstances.

1. Waivers for investments from certain payments. Class A shares may be
purchased without an initial sales charge or contingent deferred sales charge
(CDSC) by investors who reinvest within 365 days, in these circumstances:

a. Dividend and capital gain distributions from the Fund. The distributions
generally must be reinvested in the same share class. This waiver category also
applies to Class B, C and L shares.

b. Annuity payments received under either an annuity option or from death
benefit proceeds, if the annuity contract offers the Fund as an investment
option. You should contact your tax advisor for information on any tax
consequences that may apply.

c. Distributions from an existing retirement plan invested in the Fund.

2. Bank trust departments and law firms. Shares acquired by certain bank
trust departments or law firms acting as trustee or manager for trust accounts
which have entered into an administrative services agreement with Distributor or
the Advisor or one of their affiliates and the shares are being acquired for the
benefit of their trust account clients.

3. Any state or local government or any instrumentality, department,
authority or agency thereof that has determined a Fund is a legally permissible
investment and that can only buy Fund shares without paying sales charges.
Please consult your legal and investment advisors to determine if an investment
in a Fund is permissible and suitable for you and the effect, if any, of
payments by the fund on arbitrage rebate calculations.

4. Wrap account and fund "supermarket" investments. Shares acquired by
investments through certain dealers (including registered investment advisors
and financial planners) which have established certain operational arrangements
with the Advisor which include a requirement that such shares be sold for the
sole benefit of clients participating in a "wrap" account, mutual fund
"supermarket" account, or a similar program under which such clients pay a fee
to such dealer.

5. Certain retirement plans. Employer-sponsored retirement plans, and their
participants, for which the Advisor, the Fund's Distributor, or one of their
affiliates has entered into an agreement to provide document or administrative
services, and other retirement plans whose administrators or dealers have
entered into an agreement with the Advisor, the Fund's Distributor,

71
<PAGE>

or one of their affiliates, to perform services. A CDSC may apply if the
retirement plan is transferred out of the Fund or terminated within 365 days of
the retirement plan account's initial purchase in the Fund.

6. Qualified registered investment advisors who buy through a broker-dealer
or service agent who has entered into an agreement with Distributor.

7. Registered securities dealers and their affiliates, for their investment
accounts only.

8. Current employees of securities dealers and their affiliates and their
family members, as allowed by the internal policies of their employer.

9. Officers, directors and employees of the Fund, the Advisor, the Fund's
Distributor, and these entities' affiliates, and each of their family members
living in the same household.

10. Investment companies exchanging shares or selling assets pursuant to a
merger, acquisition or exchange offer.

11. Accounts managed by the Advisor or an affiliate, including accounts in
fee-based advisory programs such as the Strong Advisor and Strong Private Client
programs.

12. Certain unit investment trusts and their holders reinvesting distributions
from the trusts.

13. Group annuity separate accounts offered to retirement plans.

14. Insurance company separate accounts. Shares acquired by insurance company
separate accounts.

15. Internal Revenue Code (S) 529 plan accounts for which the Advisor provides
investment management services.

16. Transfers of $5 million or more, within a period of 90 days, from a single
registered investment professional.

DEALER COMPENSATION

Securities dealers may at times receive the entire sales charge. A securities
dealer who receives 90% or more of the sales charge may be deemed an underwriter
under the Securities Act of 1933, as amended. Financial institutions or their
affiliated brokers may receive an agency transaction fee in the percentages
indicated in the dealer compensation table in the funds' prospectus.

The Distributor may pay up to 1% as a commission, out of its own resources, to
securities dealers who initiate and are responsible for purchases of Class A
shares of $1 million or more.

The Distributor or one of its affiliates may pay up to 1%, out of its own
resources, to securities dealers who initiate and are responsible for purchases
of Class A shares by certain retirement plans without an initial sales charge.
These payments may be made in the form of contingent advance payments, which may
be recovered from the securities dealer or set off against other payments due to
the dealer if shares are sold within 12 months of the calendar month of
purchase. Other conditions may apply. All terms and conditions may be imposed by
an agreement between the Distributor, or one of its affiliates, and the
securities dealer.

In addition to the payments above, the Distributor and/or its affiliates may
provide financial support to securities dealers that sell shares of the Fund.
This support is based primarily on the amount of sales of Fund shares and/or
total assets with the Fund. The amount of support may be affected by: total
sales; net sales; levels of redemptions; the proportion of a securities dealer's
sales and marketing efforts relating to the Fund; a securities dealer's support
of, and participation in, the Distributor's marketing programs; a securities
dealer's compensation programs for its registered representatives; and the
extent of a securities dealer's marketing programs relating to the Fund.
Financial support to securities dealers may be made by payments from the
Distributor's resources, from the Distributor's retention of underwriting
concessions, and from payments to Distributors under Rule 12b-1 plans. In
addition, certain securities dealers may receive brokerage commissions generated
by Fund portfolio transactions in accordance with the rules of the National
Association of Securities Dealers, Inc.

72
<PAGE>

The Distributor routinely sponsors due diligence meetings for registered
representatives during which they receive updates on the Fund and are afforded
the opportunity to speak with portfolio managers. Invitation to these meetings
is not conditioned on selling a specific number of shares. Those who have shown
an interest in the Fund, however, are more likely to be considered. To the
extent permitted by their firm's policies and procedures, registered
representatives' expenses in attending these meetings may be covered by the
Distributor.

CONTINGENT DEFERRED SALES CHARGE (CDSC)

If you invest $1 million or more in Class A shares, either as a lump sum or
through our cumulative quantity discount or letter of intent programs, a CDSC
may apply on any shares you sell within 12 months of purchase. The CDSC is 1% of
the net asset value at the time of purchase.

Certain retirement plan accounts that qualify to buy Class A shares without an
initial sales charge also may be subject to a CDSC if the retirement plan is
transferred out of the Fund or terminated within 365 days of the account's
initial purchase in the Fund.

Class B shares are only available for purchases up to $500,000. For Class B
shares, there is a CDSC if you sell your shares within six years, as described
in the table below. The charge is based on the net asset value at the time of
purchase.

IF YOU SELL YOUR CLASS B THIS % IS DEDUCTED FROM
SHARES WITHIN THIS MANY YOUR PROCEEDS AS A CDSC
YEARS AFTER BUYING
THEM
----------------------------------------------------------------
1 Year 5
2 Years 4
3 Years 4
4 Years 3
5 Years 2
6 Years 1
7 Years 0

If you invest in Class C shares, a CDSC may apply on any shares you sell within
12 months of purchase. The CDSC is 1% of the net asset value at the time of
purchase.

If you invest in Class L shares, a CDSC may apply on any shares you sell within
18 months of purchase. The CDSC is 1% of the net asset value at the time of
purchase.

Any purchase of $1 million or more will be placed in Class A shares.

CDSC WAIVERS

The CDSC for any share class generally will be waived for:

1. Account fees.

2. Sales of Class A shares purchased without an initial sales charge by certain
retirement plan accounts if the securities dealer of record received a payment
from the Distributor of 0.25% or less, or the Distributor did not make any
payment in connection with the purchase, or the securities dealer of record has
entered into a supplemental agreement with the Distributor.

3. Redemptions of Class A shares by investors who purchased $1 million or more
without an initial sales charge if the securities dealer of record waived its
commission in connection with the purchase.

4. Redemptions by the Fund when an account falls below the minimum required
account size.

5. Redemptions following the death of the shareholder or beneficial owner.

73
<PAGE>

6. Redemptions through a systematic withdrawal plan, up to 1% monthly, 3%
quarterly, 6% semiannually or 12% annually of your account's net asset value
depending on the frequency of your plan. Systematic withdrawals of 12% annually
require that the minimum distribution for such plan is no less than $250 per
month.

7. Redemptions by an employee benefit plan or trust account whose third party
administrator or dealer has entered into an agreement with the Distributor or
the Advisor or one of their affiliates to perform certain document or
administrative services, subject to operational and minimum size requirements
specified from time to time by the Distributor or the Advisor or one of their
affiliates (not applicable to Class B).

8. Distributions from individual retirement accounts (IRAs) due to death or
disability (as defined in the IRC) (for Class B, this applies to all retirement
plan accounts, not only IRAs) or for mandatory distributions once the
shareholder reaches age 70 1/2. Mandatory Redemptions at age 70 1/2 must
represent a minimum required pro rata distribution. For Class B shares that are
part of an individual's total IRA or 403(b) investment, the CDSC waiver is
available only for that portion of a mandatory distribution which bears the same
relation to the entire mandatory distribution as the Class B shares investment
bears to the total investment.

9. Returns of excess contributions (and earnings, if applicable) from
retirement plan accounts.

10. Participant initiated distributions from employee benefit plans or
participant initiated exchanges among investment choices in employee benefit
plans (not applicable to Class B).

ADDITIONAL DEALER COMMISSIONS/CONCESSIONS

Dealers may receive different compensation with respect to sales of Class A,
Class B, Class C or Class L shares. In addition, from time to time, the
Distributor may pay dealers 100% of the applicable sales charge on sales of
Class A or Class L shares of certain specified Funds sold by such dealer during
a specified sales period. In addition, from time to time, the Distributor, at
its expense, may provide additional commissions, compensation or promotional
incentives ("concessions") to dealers which sell or arrange for the sale of
shares of the Fund. Such concessions provided by the Distributor may include
financial assistance to dealers in connection with pre-approved conferences or
seminars, sales or training programs for invited registered representatives and
other employees, payment for travel expenses, including lodging, incurred by
registered representatives and other employees for such seminars or training
programs, seminars for the public, advertising and sales campaigns regarding one
or more Funds, and/or other dealer-sponsored events. From time to time, the
Distributor may make expense reimbursements for special training of a dealer's
registered representatives and other employees in group meetings or to help pay
the expenses of sales contests. Other concessions may be offered to the extent
not prohibited by state laws or any self-regulatory agency, such as the NASD.

CLASS Z SHARES - ELIGIBILITY CRITERIA

Class Z shares are available for the Advisor Common Stock Fund, Advisor Mid Cap
Growth Fund, Advisor Small Cap Value Fund and Advisor U.S. Value Fund only.
Investors and registered investment advisors that owned shares of a fund on
November 30, 2000, that were renamed Class Z shares, may continue to own those
Class Z shares. In addition, Class Z shares are available for purchase by the
following categories of investors:

. Officers, directors, and employees of the fund, the Advisor, the fund's
Distributor, and these entities' affiliates, and each of their immediate
family members (grandparent, parent, sibling, child, grandchild and spouse)
who live in the same household;

. Employer-sponsored retirement plans, and their participants, for which the
Advisor, the fund's Distributor, or one of their affiliates, has entered
into an agreement to provide document or administrative services, and other
retirement plans whose administrators or dealers have entered into an
agreement with the Advisor, the fund's Distributor, or one of their
affiliates, to perform services;

74
<PAGE>

. 401(k) plans holding Class Z shares of a fund on November 30, 2000;

. Certain institutional investors purchasing more than $10 million of Class Z
shares;

. Any Strong fund of funds structure such as Strong Life Stage Series, Inc.;

. Any Internal Revenue Code (S) 529 plan for which the Advisor provides
investment management services; and

. Any accounts in a fee-based advisory program managed by the Advisor
including, but not limited to the Strong Advisor and the Strong Private
Client programs.

. For more information on the purchase of Class Z shares, call 800-368-3863.

75
<PAGE>

STRONG EQUITY FUNDS, INC.

PART C
OTHER INFORMATION

Item 23. Exhibits
--------

(a) Articles of Incorporation effective August 1, 1996/(3)/
(a.1) Amendment to Articles of Incorporation effective October 24,
1996/(4)/
(a.2) Amendment to Articles of Incorporation effective April 7, 1997/(5)/
(a.3) Amendment to Articles of Incorporation effective June 4, 1997/(6)/
(a.4) Amendment to Articles of Incorporation effective December 10,
1997/(7)/
(a.5) Amendment to Articles of Incorporation effective May 4, 1998/(8)/
(a.6) Amendment to Articles of Incorporation effective September 14,
1998/(9)/
(a.7) Amendment to Articles of Incorporation effective December 15,
1998/(10)/
(a.8) Amendment to Articles of Incorporation effective February 2,
1999/(11)/
(a.9) Amendment to Articles of Incorporation effective December 13,
1999/(12)/
(a.10) Amendment to Articles of Incorporation dated February 17, 2000/(13)/
(a.11) Amendment to Articles of Incorporation dated November 30, 2000
(b) Bylaws dated October 20, 1995/(1)/
(b.1) Amendment to Bylaws dated May 1, 1998/(8)/
(c) Specimen Stock Certificate
(d) Amended and Restated Investment Advisory Agreement [Excluding Index
500 Fund]/(13)/
(d.1) Subadvisory Agreement (Value Fund)/(1)/
(d.2) Subadvisory Agreement (Dow 30 Value Fund)/(7)/
(d.3) Amended and Restated Subadvisory Agreement (U.S. Emerging Growth
Fund)/(13)/
(e) Distribution Agreement - Investor and Institutional Class/(13)/
(e.1) Distribution Agreement - Advisor Class/(13)/
(e.2) Distribution Agreement - Class A and Class Z
(e.3) Distribution Agreement - Class B, Class C, and Class L
(e.4) Dealer Agreement/(13)/
(e.5) Mutual Fund Distribution and Shareholder Services Agreement
(e.6) Services Agreement/(13)/
(f) Inapplicable
(g) Custody Agreement with Firstar (Growth, Value, Mid Cap Growth,
Growth 20, Small Cap Value, Dow 30 Value, Strategic Growth,
Enterprise, Mid Cap Disciplined, U.S. Emerging Growth, Internet,
Technology 100, and Technology Index Plus Funds)/(2)/
(g.1) Global Custody Agreement with Brown Brothers Harriman & Co. (Growth,
Value, Mid Cap Growth, Growth 20, Small Cap Value, Strategic Growth,
Enterprise, Mid Cap Disciplined, U.S. Emerging Growth, Internet,
Technology 100, and Technology Index Plus, Funds)/(2)/
(g.2) Amendment to Global Custody Agreement with Brown Brothers Harriman &
Co. dated August 26, 1996 (Growth, Value, Mid Cap Growth, Growth 20,
Small Cap Value, Strategic Growth, Enterprise, Mid Cap Disciplined,
U.S. Emerging Growth, Internet, Technology 100, and Technology Index
Plus Funds)/(11)/
(g.3) Custody Agreement with Investors Bank and Trust (Index 500
Fund)/(5)/
(h) Amended and Restated Transfer and Dividend Disbursing Agent
Agreement [Excluding Index 500 Fund]/(13)/
(h.1) Shareholder Servicing Agent Agreement (relating to personal services
provided to shareholders)[Index 500 Fund]/(5)/
(h.2) Administration Agreement - Investor Class/(13)/
(h.3) Administration Agreement - Advisor Class/(13)/
(h.4) Administration Agreement - Institutional Class/(13)/

C-1
<PAGE>

(h.5) Amended and Restated Administration Agreement - Class Z
(h.6) Administration Agreement - Class A, Class B, Class C, and Class
(i) Opinion and Consent of Counsel
(j) Consent of Independent Accountant
(k) Inapplicable
(l) Inapplicable
(m) Amended and Restated Rule 12b-1 Plan
(n) Amended and Restated Rule 18f-3 Plan
(o) Inapplicable
(p) Code of Ethics for Access Persons dated November 9, 2000
(p.1) Code of Ethics for Non-Access Persons dated November 9, 2000
(q) Power of Attorney/(14)/
(r) Inapplicable

__________________________

/(1)/ Incorporated herein by reference to Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A filed on or about December 15, 1995.

/(2)/ Incorporated herein by reference to Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A filed on or about July 30, 1996.

/(3)/ Incorporated herein by reference to Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A filed on or about October 17, 1996.

/(4)/ Incorporated herein by reference to Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A filed on or about December 30, 1996.

/(5)/ Incorporated herein by reference to Post-Effective Amendment No. 12 to
the Registration Statement on Form N-1A filed on or about April 25, 1997.

/(6)/ Incorporated herein by reference to Post-Effective Amendment No. 13 to
the Registration Statement on Form N-1A filed on or about June 27, 1997.

/(7)/ Incorporated herein by reference to Post-Effective Amendment No. 16 to
the Registration Statement on Form N-1A filed on or about December 24,
1997.

/(8)/ Incorporated herein by reference to Post-Effective Amendment No. 20 to
the Registration Statement on Form N-1A filed on or about May 18, 1998.

/(9)/ Incorporated herein by reference to Post-Effective Amendment No. 23 to
the Registration Statement on Form N-1A filed on or about September 28,
1998.

/(10)/ Incorporated herein by reference to Post-Effective Amendment No. 25 to
the Registration Statement on Form N-1A filed on or about December 30,
1998.

/(11)/ Incorporated herein by reference to Post-Effective Amendment No. 26 to
the Registration Statement on Form N-1A filed on or about March 2, 1999.

/(12)/ Incorporated herein by reference to Post-Effective Amendment No. 32 to
the Registration Statement on Form N-1A filed on or about December 27,
1999.

/(13)/ Incorporated herein by reference to Post-Effective Amendment No. 34 to
the Registration Statement on Form N-1A filed on or about February 22,
2000.

C-2
<PAGE>

/(14)/ Incorporated herein by reference to Post-Effective Amendment No. 36 to
the Registration Statement on Form
N-1A filed on or about September 20, 2000.

Item 24. Persons Controlled by or under Common Control with Registrant
-------------------------------------------------------------

Registrant neither controls any person nor is under common control with
any other person.

Item 25. Indemnification
----------------

Officers and directors of the Funds, its advisor and underwriter are
insured under a joint directors and officers/errors and omissions insurance
policy underwritten by a group of insurance companies in the aggregate amount of
$115,000,000, subject to certain deductions. Pursuant to the authority of the
Wisconsin Business Corporation Law ("WBCL"), Article VII of Registrant's Bylaws
provides as follows:

ARTICLE VII. INDEMNIFICATION OF OFFICERS AND DIRECTORS
-------------------------------------------------------

SECTION 7.01. Mandatory Indemnification. The Corporation shall
-------------------------
indemnify, to the full extent permitted by the WBCL, as in effect from
time to time, the persons described in Sections 180.0850 through
180.0859 (or any successor provisions) of the WBCL or other provisions
of the law of the State of Wisconsin relating to indemnification of
directors and officers, as in effect from time to time. The
indemnification afforded such persons by this section shall not be
exclusive of other rights to which they may be entitled as a matter of
law.

SECTION 7.02. Permissive Supplementary Benefits. The
---------------------------------
Corporation may, but shall not be required to, supplement the right of
indemnification under Section 7.01 by (a) the purchase of insurance on
behalf of any one or more of such persons, whether or not the
Corporation would be obligated to indemnify such person under Section
7.01; (b) individual or group indemnification agreements with any one
or more of such persons; and (c) advances for related expenses of such
a person.

SECTION 7.03. Amendment. This Article VII may be amended or
---------
repealed only by a vote of the shareholders and not by a vote of the
Board of Directors.

SECTION 7.04. Investment Company Act. In no event shall the
----------------------
Corporation indemnify any person hereunder in contravention of any
provision of the Investment Company Act.

Item 26. Business and Other Connections of Investment Advisor
----------------------------------------------------

Enterprise, Growth, Growth 20, Internet, Mid Cap Disciplined, Advisor
---------------------------------------------------------------------
Mid Cap Growth, Advisor Small Cap Value, Strategic Growth, Technology
---------------------------------------------------------------------
100, and Technology Index Plus Funds
------------------------------------

The information contained under "Who are the funds' investment advisor
and portfolio manager?" in the Prospectus and under "Directors and Officers,"
"Investment Advisor," and "Distributor" in the Statement of Additional
Information is hereby incorporated by reference pursuant to Rule 411 under the
Securities Act of 1933.

Value, Dow 30 Value, and U.S. Emerging Growth Funds
---------------------------------------------------

The information contained under "Who are the funds' investment advisor
and portfolio managers?" in the Prospectus and under "Directors and Officers,"
"Investment Advisor," "Subadvisor," and "Distributor" in the Statement of
Additional Information is hereby incorporated by reference pursuant to Rule 411
under the Securities Act of 1933.

C-3
<PAGE>

Index 500 Fund
--------------

The information contained under "Who is the fund's investment
advisor?" in the Prospectus and under "Directors and Officers" "Investment
Advisor," and "Distributor" in the Statement of Additional Information is hereby
incorporated by reference pursuant to Rule 411 under the Securities Act of 1933.

Item 27. Principal Underwriters
----------------------

(a) Strong Investments, Inc., principal underwriter for Registrant, also
serves as principal underwriter for Strong Advantage Fund, Inc.; Strong Asia
Pacific Fund, Inc.; Strong Balanced Fund, Inc.; Strong Common Stock Fund, Inc.;
Strong Conservative Equity Funds, Inc.; Strong Corporate Bond Fund, Inc.; Strong
Discovery Fund, Inc.; Strong Government Securities Fund, Inc.; Strong Heritage
Reserve Series, Inc.; Strong High-Yield Municipal Bond Fund, Inc.; Strong Income
Funds, Inc.; Strong Income Funds II, Inc.; Strong International Equity Funds,
Inc.; Strong International Income Funds, Inc.; Strong Large Cap Growth Fund,
Inc.; Strong Life Stage Series, Inc.; Strong Money Market Fund, Inc.; Strong
Municipal Bond Fund, Inc.; Strong Municipal Funds, Inc.; Strong Opportunity
Fund, Inc.; Strong Opportunity Fund II, Inc.; Strong Schafer Funds, Inc.; Strong
Schafer Value Fund, Inc.; Strong Short-Term Bond Fund, Inc.; Strong Short-Term
Global Bond Fund, Inc.; Strong Short-Term Municipal Bond Fund, Inc.; and Strong
Variable Insurance Funds, Inc.

(b)

Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Fund
--------------------------------------------------------------------------------

Peter D. Schwab President and Director none
100 Heritage Reserve
Menomonee Falls, WI 53051

Richard W. Smirl Vice President and none
100 Heritage Reserve Chief Compliance Officer
Menomonee Falls, WI 53051

Dana J. Russart Vice President none
100 Heritage Reserve
Menomonee Falls, WI 53051

Michael W. Stefano Vice President none
100 Heritage Reserve
Menomonee Falls, WI 53051

Dennis A. Wallestad Vice President Vice President
100 Heritage Reserve
Menomonee Falls, WI 53051

Lawrence B. Zuntz Vice President none
100 Heritage Reserve
Menomonee Falls, WI 53051

Elizabeth N. Cohernour Secretary Vice President and
100 Heritage Reserve Secretary
Menomonee Falls, WI 53051

Thomas M. Zoeller Treasurer and Chief Vice President

C-4
<PAGE>

100 Heritage Reserve Financial Officer
Menomonee Falls, WI 53051

Kevin J. Scott Assistant Treasurer none
100 Heritage Reserve
Menomonee Falls, WI 53051

Constance R. Wick Assistant Secretary none
100 Heritage Reserve

Menomonee Falls, WI 53051

Item 28. Location of Accounts and Records
--------------------------------

All accounts, books, or other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the rules promulgated
thereunder are in the physical possession of Registrant's Vice President,
Elizabeth N. Cohernour, at Registrant's corporate offices, 100 Heritage Reserve,
Menomonee Falls, Wisconsin 53051.

Item 29. Management Services
-------------------

All management-related service contracts entered into by Registrant are
discussed in Parts A and B of this Registration Statement.

Item 30. Undertakings
------------

None

C-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized, in the
Village of Menomonee Falls, and State of Wisconsin on the 29th day of November,
2000.

STRONG EQUITY FUNDS, INC.
(Registrant)

By /s/ Elizabeth N. Cohernour
---------------------------------------
Elizabeth N. Cohernour, Vice President

Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement on Form N-1A has been signed
below by the following persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
Name Title Date
---- ----- ----

<S> <C> <C>
Chairman of the Board
(Principal Executive Officer) November 29, 2000
and a Director

/s/ Richard S. Strong
-------------------------
Richard S. Strong

Treasurer (Principal Financial
and Accounting Officer) November 29, 2000

/s/ John W. Widmer
-------------------------
John W. Widmer

Director November 29, 2000
/s/ Marvin E. Nevins*
-------------------------
Marvin E. Nevins*

Director November 29, 2000
/s/ Willie D. Davis*
-------------------------
Willie D. Davis*

Director November 29, 2000
/s/ William F. Vogt*
-------------------------
William F. Vogt*

Director November 29, 2000
/s/ Stanley Kritzik*
-------------------------
Stanley Kritzik*

Director November 29, 2000
/s/ Neal Malicky*
-------------------------
Neal Malicky*
</TABLE>

* Susan A. Hollister signs this document pursuant to powers of attorney
filed with Post-Effective Amendment No. 36 to the Registration Statement on Form
N-1A.

By: /s/ Susan A. Hollister
------------------------
Susan A. Hollister

C-6
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Exhibit Exhibit No.
----------- ------- -----------
<S> <C> <C>
(a.11) Amendment to Articles of Incorporation EX-99.a11
(c) Specimen Stock Certificate EX-99.c
(e.2) Distribution Agreement - Class A and Class Z EX-99.e2
(e.3) Distribution Agreement - Class B, Class C, EX-99.e3
and Class L
(e.5) Mutual Fund Distribution and Shareholder EX-99.e5
Services Agreement
(h.5) Amended and Restated Administration EX-99.h5
Agreement - Class Z
(h.6) Administration Agreement - Class A, Class EX-99.h6
B, Class C, and Class L
(i) Opinion and Consent of Counsel EX-99.i
(j) Consent of Independent Accountant EX-99.j
(m) Amended and Restated Rule 12b-1 Plan EX-99.m
(n) Amended and Restated Rule 18f-3 Plan EX-99.n
(p) Code of Ethics for Access Persons EX-99.p
(p.1) Code of Ethics for Non-Access Persons EX-99.p1
</TABLE>