Strong Money Market Fund Inc, et al. – ‘497’ on 7/31/01

On:  Tuesday, 7/31/01, at 4:33pm ET   ·   Accession #:  840519-1-500116   ·   File #s:  2-99439, 2-99820, 33-07603, 33-07604, 33-07984, 33-13356, 33-24451, 33-25399, 33-37435, 33-42773, 33-59361, 33-61358, 33-61545, 33-66838, 33-70764, 33-74578, 33-74580, 333-38129, 333-66647   ·   Correction:  This Filing was Corrected by the SEC on 11/22/02. ®

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[STRONG LOGO]                                                                   

RECENT PROSPECTUS UPDATE                                                        

PLEASE  FILE THIS  PROSPECTUS  SUPPLEMENT  WITH YOUR  RECORDS.  THE DATE OF THIS
PROSPECTUS  SUPPLEMENT IS JULY 31, 2001. IF YOU HAVE ANY QUESTIONS,  PLEASE CALL
US, DAY OR NIGHT, AT 1-800-368-3863, 24 HOURS A DAY, 7 DAYS A WEEK.             

STRONG BALANCED STOCK FUND (FORMERLY, STRONG SCHAFER BALANCED FUND)             

SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 1, 2001.                                

                                                        [Enlarge/Download Table]

                                                                                                     

THE STRONG ADVISOR EQUITY FUNDS - CLASS Z          THE STRONG INCOME FUNDS - INVESTOR CLASS          
-----------------------------------------          ----------------------------------------          
Strong Advisor Common Stock Fund                   Strong Corporate Bond Fund                        
Strong Advisor Mid Cap Growth Fund                 Strong Government Securities Fund                 
Strong Advisor Small Cap Value Fund                Strong High-Yield Bond Fund                       
Strong Advisor U.S. Value Fund                     Strong International Bond Fund                    
                                                   Strong Short-Term Bond Fund                       
THE STRONG ADVISOR INCOME FUNDS - CLASS Z          Strong Short-Term High Yield Bond Fund            
-----------------------------------------                                                            
Strong Advisor Bond Fund                                                                             
Strong Advisor Short Duration Bond Fund            THE STRONG MONEY MARKET FUNDS - INVESTOR CLASS    
                                                   ----------------------------------------------    
                                                   Strong Heritage Money Fund                        
THE STRONG CASH MANAGEMENT FUNDS - INVESTOR CLASS  Strong Money Market Fund                          
-------------------------------------------------  Strong Municipal Money Market Fund                
Strong Heritage Money Fund                                                                           
Strong Investors Money Fund                        THE STRONG MUNICIPAL INCOME FUNDS - INVESTOR CLASS
Strong Money Market Fund                           --------------------------------------------------
Strong Municipal Money Market Fund                 Strong High-Yield Municipal Bond Fund             
Strong Tax-Free Money Fund                         Strong Municipal Bond Fund                        
Strong Advantage Fund                              Strong Short-Term High Yield Municipal Fund       
Strong Municipal Advantage Fund                    Strong Short-Term Municipal Bond Fund             


SUPPLEMENT TO PROSPECTUSES DATED MARCH 1, 2001.                                 

STRONG WISCONSIN TAX-FREE FUND - INVESTOR CLASS                                 

SUPPLEMENT TO PROSPECTUS DATED APRIL 6, 2001.                                   

                                                                [Download Table]

                                                                                  

THE STRONG AGGRESSIVE GROWTH FUNDS - INVESTOR CLASS  THE STRONG LIFE STAGE SERIES 
---------------------------------------------------  ---------------------------- 
Strong Enterprise Fund                               Strong Conservative Portfolio
Strong Growth 20 Fund                                Strong Moderate Portfolio    
Strong Internet Fund                                 Strong Aggressive Portfolio  
Strong Technology 100 Fund                                                        
Strong U.S. Emerging Growth Fund                     STRONG VALUE FUND            

STRONG INDEX 500 FUND                                                           

SUPPLEMENT TO PROSPECTUSES DATED MAY 1, 2001.                                   

SHAREHOLDER MEETING (except Strong International Bond Fund)                     
On July 20,  2001,  each  Fund's  shareholders,  except  the  Strong  Government
Securities  Fund,  re-elected  the following  members of the Board of Directors:
Richard S. Strong,  Willie D. Davis, William F. Vogt, Marvin E. Nevins,  Stanley
Kritzik,  and Neal  Malicky.  Shareholders  also  approved a revised  investment
advisory agreement with Strong Capital Management, Inc. (except Strong Wisconsin
Tax-Free Fund, which had not proposed a revised investment advisory agreement to
its  shareholders,  and  Strong  Index 500 Fund and  Strong  Aggressive,  Strong
Conservative, and Strong Moderate Portfolios, each of which is not a party to an
investment advisory agreement).  In addition,  shareholders of each Fund, except
the Strong Index 500 Fund, ratified the selection of PricewaterhouseCoopers  LLP
as  independent  auditors of the Fund.  The Strong  Index 500 Fund  ratified the
selection of KPMG LLP as independent auditors of the Fund.                      

On July 20,  2001,  shareholders  of the  Strong  Internet  Fund and the  Strong
Technology 100 Fund also approved the reorganization of the Strong Internet Fund
into the Strong  Technology  100 Fund,  which is expected to occur at the end of
August 2001,  and the Strong Value Fund's  shareholders  also approved a revised
subadvisory agreement.                                                          

                                                        (CONTINUED ON NEXT PAGE)

On July 20, 2001, the shareholder  meeting for the Strong Government  Securities
Fund was adjourned until July 30, 2001.                                         

ANNUAL FUND OPERATING EXPENSES                                                  

The Strong Balanced Stock, Strong Investors Money,  Strong Money Market,  Strong
Municipal Money Market, Strong Tax-Free Money, Strong Technology 100, and Strong
Value  Funds have signed a new  administration  agreement,  under  which  Strong
Capital  Management,  Inc.,  will provide or make  provision for  administrative
services  to the  Funds,  which were  previously  performed  under the  advisory
agreement.  The management fee has been reduced by 0.25% for equity Funds and by
0.35% for money market Funds and a new  administration fee has been added in the
amount of 0.30% for equity Funds and 0.37% for money market Funds.              

The Annual Fund Operating Expenses table and the Example in the following Funds'
prospectuses is deleted and replaced with the following:                        

STRONG BALANCED STOCK FUND                                                      

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF AVERAGE NET ASSETS)             

                                       TOTAL ANNUAL FUND
MANAGEMENT FEES              OTHER EXPENSES        OPERATING EXPENSES           
---------------------------- --------------------- -------------------------    
0.75%                        3.09%                 3.84%(1)                     

(1)  MANAGEMENT  FEES AND OTHER  EXPENSES HAVE BEEN RESTATED TO REFLECT  CURRENT
FEES. THE TOTAL ANNUAL FUND OPERATING EXPENSES, AS RESTATED, FOR THE FUND DO NOT
REFLECT OUR WAIVER OF MANAGEMENT  FEES AND/OR  ABSORPTIONS.  WITH WAIVERS AND/OR
ABSORPTIONS,  THE RESTATED TOTAL EXPENSES WERE 2.00%.  WE CAN TERMINATE  WAIVERS
AND/OR ABSORPTIONS FOR THIS FUND AT ANY TIME.                                   

EXAMPLE:  This  example is intended to help you compare the cost of investing in
the  funds,  before  fee  waivers  and  expense  absorptions,  with  the cost of
investing in other mutual funds.  The example assumes that you invest $10,000 in
the fund and  reinvest  all  dividends  and  distributions  for the time periods
indicated,  and then 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
fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions, your costs would be:               

                                                        [Enlarge/Download Table]

                                                                                                                      

FUND                                                   1 YEAR           3 YEARS         5 YEARS        10 YEARS       
------------------------------------------------------ ---------------- --------------- -------------- ---------------
Balanced Stock                                         $386             $1,172          $1,976         $4,070         

THE STRONG ADVISOR EQUITY FUNDS - CLASS Z                                       

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF AVERAGE NET ASSETS)             

                                                        [Enlarge/Download Table]

                                                                                                 

                                                                            TOTAL ANNUAL FUND    
FUND                           MANAGEMENT FEES        OTHER EXPENSES        OPERATING EXPENSES   
---------------------------- --------------------- ---------------------- -----------------------
Advisor Common Stock                0.75%                  0.43%                  1.18%          
Advisor Mid Cap Growth              0.75%                  0.60%                  1.35%          
Advisor Small Cap Value             0.75%                  0.65%(1)               1.40%          
Advisor U.S. Value                  0.55%                  0.49%                  1.04%          

(1)OTHER EXPENSES HAVE BEEN RESTATED TO REFLECT CURRENT FEES.                   

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

                                                        [Enlarge/Download Table]

                                                                                                                      

FUND                                                       1 YEAR          3 YEARS         5 YEARS        10 YEARS    
------------------------------------------------------ ---------------- --------------- --------------- --------------
Advisor Common Stock                                        $120             $375            $649          $1,432     
Advisor Mid Cap Growth                                      $137             $428            $739          $1,624     
Advisor Small Cap Value                                     $143             $443            $766          $1,680     
Advisor U.S. Value                                          $106             $331            $574          $1,271     

THE STRONG CASH MANAGEMENT FUNDS - INVESTOR CLASS                               

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF  AVERAGE NET ASSETS)            

                                                        [Enlarge/Download Table]

                                                                                                               

                                                                                            TOTAL ANNUAL FUND  
                                        MANAGEMENT FEES                                     OPERATING EXPENSES 
  FUND                                                          OTHER EXPENSES                                 
--------------------------------- ----------------------- --------------------------- -------------------------
  Heritage Money                        0.15%                   0.42%                       0.57%(1)           
  Investors Money                       0.15%                   0.64%                       0.79%(2)           
  Money Market                          0.15%                   0.70%                       0.85%(1), (2)      
  Municipal Money Market                0.15%                   0.45%                       0.60%(2)           
  Tax-Free Money                        0.15%                   0.69%                       0.84%(1), (2)      
  Advantage                             0.30%                   0.49%                       0.79%              
  Municipal Advantage                   0.30%                   0.32%                       0.62%              

(1) TOTAL ANNUAL FUND OPERATING  EXPENSES FOR THE HERITAGE MONEY FUND, THE MONEY
MARKET FUND, THE TAX-FREE  MONEY FUND,  AND THE MUNICIPAL  ADVANTAGE FUND DO NOT
REFLECT OUR WAIVER OF MANAGEMENT  FEES AND/OR  ABSORPTIONS.  WITH WAIVERS AND/OR
ABSORPTIONS,  THE TOTAL EXPENSES WERE:  HERITAGE MONEY FUND, 0.40%, MONEY MARKET
FUND,  0.65%,  AND TAX-FREE MONEY FUND,  0.60%. WE CAN TERMINATE  WAIVERS AND/OR
ABSORPTIONS FOR THESE FUNDS AT ANY TIME.                                        
(2)  MANAGEMENT  FEES AND OTHER  EXPENSES HAVE BEEN RESTATED TO REFLECT  CURRENT
FEES.                                                                           

 EXAMPLE:  This example is intended to help you compare the cost of investing in
the  funds,  before  fee  waivers  and  expense  absorptions,  with  the cost of
investing in other mutual funds.  The example assumes that you invest $10,000 in
the fund and  reinvest  all  dividends  and  distributions  for the time periods
indicated,  and then 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
fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions, your costs would be:               

FUND                            1 YEAR     3 YEARS     5 YEARS     10 YEARS     
------------------------------- ---------- ----------- ----------- ------------ 
Heritage Money                  $58        $183        $318        $714         
Investors Money                 $81        $252        $439        $978         
Money Market                    $87        $271        $471        $1,049       
Municipal Money Market          $61        $192        $335        $750         
Tax-Free Money                  $86        $268        $466        $1,037       
Advantage                       $81        $252        $439        $978         
Municipal Advantage             $63        $199        $346        $774         

THE STRONG MONEY MARKET FUNDS-INVESTOR CLASS                                    

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF AVERAGE NET ASSETS)             

                                                        [Enlarge/Download Table]

                                                                                                               

                                     MANAGEMENT FEES                                      TOTAL ANNUAL FUND    
FUND                                                          OTHER EXPENSES              OPERATING EXPENSES   
------------------------------ ------------------------ --------------------------- ---------------------------
Heritage Money                       0.15%                    0.42%                       0.57%(1)             
Money Market                         0.15%                    0.70%                       0.85%(1), (2)        
Municipal Money Market               0.15%                    0.45%                       0.60%(2)             

(1)TOTAL  ANNUAL FUND  OPERATING  EXPENSES FOR THE  HERITAGE  MONEY FUND AND THE
MONEY  MARKET  FUND,  DO NOT  REFLECT  OUR  WAIVER  OF  MANAGEMENT  FEES  AND/OR
ABSORPTIONS.  WITH WAIVERS AND/OR ABSORPTIONS, THE TOTAL EXPENSES WERE: HERITAGE
MONEY FUND, 0.40% AND MONEY MARKET FUND,  0.65%. WE CAN TERMINATE WAIVERS AND/OR
ABSORPTIONS FOR THESE FUNDS AT ANY TIME.                                        
(2)MANAGEMENT  FEES AND OTHER  EXPENSES  HAVE BEEN  RESTATED TO REFLECT  CURRENT
FEES.                                                                           

 EXAMPLE:  This example is intended to help you compare the cost of investing in
the  funds,  before  fee  waivers  and  expense  absorptions,  with  the cost of
investing in other mutual funds.  The example assumes that you invest $10,000 in
the fund and  reinvest  all  dividends  and  distributions  for the time periods
indicated,  and then 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
fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions, your costs would be:               

                                                        [Enlarge/Download Table]

                                                                                                                      

FUND                                                   1 YEAR           3 YEARS         5 YEARS        10 YEARS       
------------------------------------------------------ ---------------- --------------- -------------- ---------------
Heritage Money                                         $58              $183            $318           $714           
Money Market                                           $87              $271            $471           $1,049         
Municipal Money Market                                 $61              $192            $335           $750           

                                                        (CONTINUED ON NEXT PAGE)

THE STRONG MUNICIPAL INCOME FUNDS - INVESTOR CLASS                              

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF AVERAGE NET ASSETS)             

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                                                                                      TOTAL ANNUAL FUND      
FUND                                     MANAGEMENT FEES       OTHER EXPENSES         OPERATING EXPENSES     
---------------------------------------- --------------------- ---------------------- -----------------------
High-Yield Municipal Bond                0.35%                 0.38%                  0.73%                  
Municipal Bond                           0.35%                 0.41%                  0.76%                  
Short-Term High Yield Municipal          0.35%                 0.37%                  0.72%(1)               
Short-Term Municipal Bond                0.25%                 0.38%(2)               0.63%                  

(1)TOTAL ANNUAL FUND OPERATING  EXPENSES DO NOT REFLECT OUR WAIVER OF MANAGEMENT
FEES AND/OR  ABSORPTIONS.  WITH WAIVERS AND  ABSORPTIONS,  THE TOTAL ANNUAL FUND
OPERATING  EXPENSES OF THE SHORT-TERM  HIGH YIELD  MUNICIPAL FUND WERE 0.63%. WE
CAN TERMINATE WAIVERS AND ABSORPTIONS FOR THIS FUND AT ANY TIME.                
(2)OTHER EXPENSES HAVE BEEN RESTATED TO REFLECT CURRENT FEES.                   

EXAMPLE:  This  example is intended to help you compare the cost of investing in
the  funds,  before  fee  waivers  and  expense  absorptions,  with  the cost of
investing in other mutual funds.  The example assumes that you invest $10,000 in
the fund and  reinvest  all  dividends  and  distributions  for the time periods
indicated,  and then 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:               

                                                        [Enlarge/Download Table]

                                                                                                             

FUND                                              1 YEAR          3 YEARS          5 YEARS       10 YEARS    
------------------------------------------------- --------------- ---------------- ------------- ------------
High-Yield Municipal Bond                         $75             $233             $406          $906        
Municipal Bond                                    $78             $243             $422          $942        
Short-Term High Yield Municipal                   $74             $230             $401          $894        
Short-Term Municipal Bond                         $64             $202             $351          $786        

THE STRONG AGGRESSIVE GROWTH FUNDS - INVESTOR CLASS                             

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF AVERAGE NET ASSETS)             

                                                        [Enlarge/Download Table]

                                                                                                 

                                                                                TOTAL ANNUAL     
                               MANAGEMENT                 OTHER                 FUND OPERATING   
FUND                               FEES                  EXPENSES               EXPENSES         
---------------------------- --------------------- ---------------------- -----------------------
Enterprise                         0.75%                 0.68%(1)               1.43%            
Growth 20                          0.75%                 0.52%                  1.27%            
Internet                           1.20%                 0.80%                  2.00%            
Technology 100                     0.75%                 0.90%                  1.65%(2)         
U.S. Emerging Growth               0.75%                 0.73%(1)               1.48%            

(1)OTHER EXPENSES HAVE BEEN RESTATED TO REFLECT CURRENT FEES.                   
(2)MANAGEMENT  FEES AND OTHER  EXPENSES  HAVE BEEN  RESTATED TO REFLECT  CURRENT
FEES.                                                                     

EXAMPLE:  This  example is intended to help you compare the cost of investing in
the  funds,  before  fee  waivers  and  expense  absorptions,  with  the cost of
investing in other mutual funds.  The example assumes that you invest $10,000 in
the fund and  reinvest  all  dividends  and  distributions  for the time periods
indicated,  and then 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
fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions, your costs would be:               

                                                        [Enlarge/Download Table]

                                                                                                                      

FUND                                                   1 YEAR           3 YEARS         5 YEARS        10 YEARS       
------------------------------------------------------ ---------------- --------------- -------------- ---------------
Enterprise                                             $146             $452            $782           $1,713         
Growth 20                                              $129             $403            $697           $1,534         
Internet                                               $203             $627            $1,078         $2,327         
Technology 100                                         $168             $520            $897           $1,955         
U.S. Emerging Growth                                   $151             $468            $808           $1,768         

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STRONG VALUE FUND                                                               

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF AVERAGE NET ASSETS)             

Management Fee                              0.75%                               
Other Expenses                              0.76%                               
Total Annual Fund Operating Expenses        1.51%(1)                            

(1)  MANAGEMENT  FEES AND OTHER  EXPENSES HAVE BEEN RESTATED TO REFLECT  CURRENT
FEES.                                                                           

EXAMPLE:  This  example is intended to help you compare the cost of investing in
the  funds,  before  fee  waivers  and  expense  absorptions,  with  the cost of
investing in other mutual funds.  The example assumes that you invest $10,000 in
the fund and  reinvest  all  dividends  and  distributions  for the time periods
indicated,  and then 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
fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions, your costs would be:               

                                                        [Enlarge/Download Table]

                                                                                                                      

FUND                                                   1 YEAR           3 YEARS         5 YEARS        10 YEARS       
------------------------------------------------------ ---------------- --------------- -------------- ---------------
Value                                                  $154             $477            $824           $1,802         

THE STRONG INCOME FUNDS - INVESTOR CLASS                                        
The following disclosure is revised under the heading,  "What are the main risks
of investing in the funds?"                                                     

FUND STRUCTURE                                                                  
Each of the funds,  except the  INTERNATIONAL  BOND FUND, has adopted a multiple
class plan.  The  CORPORATE  BOND FUND,  the  GOVERNMENT  SECURITIES  FUND,  the
HIGH-YIELD  BOND FUND, and the SHORT-TERM BOND FUND offer Investor Class shares,
Advisor Class shares, and Institutional  Class shares. The SHORT-TERM HIGH YIELD
BOND  FUND  offers   Investor  Class  shares  and  Advisor  Class  shares.   The
INTERNATIONAL  BOND FUND only offers  Investor  Class shares.  Only the Investor
Class  shares  of each  fund  are  offered  in this  prospectus.  The  principal
differences  between  each of the classes of shares are that the  Advisor  Class
shares are subject to  distribution  fees and expenses  under a 12b-1 plan,  and
each class of shares is subject to different  administrative and transfer agency
fees and expenses.                                                              

The following disclosure is revised under the heading, "Buying Shares."         

MULTIPLE CLASS PLAN                                                             
Each fund,  except the  INTERNATIONAL  BOND FUND,  has adopted a multiple  class
plan. The CORPORATE BOND FUND,  the GOVERNMENT  SECURITIES  FUND, the HIGH-YIELD
BOND FUND and the  SHORT-TERM  BOND FUND offer  Investor  Class shares,  Advisor
Class shares, and Institutional Class shares, and the SHORT-TERM HIGH YIELD BOND
FUND offers  Investor Class shares and Advisor Class shares.  The  INTERNATIONAL
BOND FUND only offers  Investor  Class shares.  Each class is offered at its net
asset value and is subject to fees and expenses that may differ between classes.
The  principal  differences  between  each of the classes of shares are that the
Advisor Class shares are subject to distribution fees and expenses under a 12b-1
plan,  and each  class of shares is  subject  to  different  administrative  and
transfer agency fees and expenses.                                              

STRONG GOVERNMENT SECURITIES FUND                                               

Effective July 31, 2001, Mr. Ashok Bhatia is co-manager of the Strong Government
Securities Fund.                                                                

Ashok Bhatia co-manages the Strong  Government  Securities Fund. He has over six
years of investment  experience and is a Chartered Financial Analyst. Mr. Bhatia
joined Strong as a fixed income research analyst in July 1999 and has co-managed
the Strong  Government  Securities  Fund since July 2001. From July 1993 to July
1995,  Mr. Bhatia was an analyst at Morgan  Stanley & Co., Inc. From August 1995
to August 1997,  Mr. Bhatia was a Fixed Income  Investments  Group  Associate at
LaSalle Advisors Limited. Mr. Bhatia received his bachelor's degree in economics
from  the   University  of  Michigan  in  1993  and  his  master's  of  business
administration  in finance and economics from the University of Chicago Graduate
School of Business in 1999.                                                     

STRONG HERITAGE MONEY FUND                                                      
The Same-day  Dividend and Wire disclosure on pages 40 and 41 of The Strong Cash
Management - Investor  Class  prospectus and pages 26 and 27 of The Strong Money
Market Funds prospectus is revised as follows:                                  

SAME-DAY DIVIDEND AND WIRE                                                      
You will earn a same-day  dividend if you purchase shares and have, or with your
purchase will have, at least $5 million invested in the HERITAGE MONEY FUND, the
MONEY MARKET FUND,  the MUNICIPAL  MONEY MARKET FUND, or the TAX-FREE MONEY FUND
and you have completed a special application. The following rules also apply:   

o    Call  1-800-368-1683  before 3:00 p.m.  Central Time for the HERITAGE MONEY
     FUND,  or before 9:00 a.m.  Central  Time for the MONEY  MARKET  FUND,  the
     MUNICIPAL  MONEY MARKET FUND,  and the  TAX-FREE  MONEY FUND,  and place an
irrevocable purchase order.                                           

o    You must send the  purchase  price via federal  funds  wire,  which must be
     received by Firstar Bank Milwaukee,  N.A. by 2:30 p.m. Central Time for the
     MONEY MARKET FUND, the MUNICIPAL  MONEY MARKET FUND, and the TAX-FREE MONEY
     FUND and by State Street Bank and Trust Company for the HERITAGE MONEY FUND
     by 5:00 p.m.  If you do not wire  federal  funds by this  deadline,  we may
     cancel the purchase  order.  If we do not cancel the order and the HERITAGE
     MONEY FUND, the MONEY MARKET FUND, the MUNICIPAL  MONEY MARKET FUND, or the
     TAX-FREE  MONEY  FUND  borrows  an amount of money  equal to your  purchase
    price, you may be liable for any interest expense caused by the borrowing.

                                                        (CONTINUED ON NEXT PAGE)

o    Wires should be sent to (MONEY  MARKET FUND,  MUNICIPAL  MONEY MARKET FUND,
and TAX-FREE MONEY FUND):                                             

Firstar Bank Milwaukee, N.A.                                  
777 East Wisconsin Avenue                                     
Milwaukee, WI 53202                                           
ABA routing number: 075000022                                 
Account number: 112737-090                                    
      For further credit to: (insert your account number and registration)

o    Wires should be sent to (HERITAGE MONEY FUND):                             

State Street Bank and Trust Company                           
2 Avenue de Lafayette - LLC 3W                                
Boston, MA  02111                                             
ABA routing number: 011000028                                 
Account number: 37951001                                      
      For further credit to: (insert your account number and registration)

You may also receive a same-day redemption wire by calling  1-800-368-1683.  You
must place your  redemption  order by 12:00 noon  Central  Time for the HERITAGE
MONEY FUND,  or before 9:00 a.m.  Central Time for the MONEY  MARKET  FUND,  the
MUNICIPAL  MONEY MARKET FUND, and the TAX-FREE MONEY FUND.  Redemption  proceeds
will  not  earn  dividends  on the day in which  they  are  wired.  If you use a
same-day redemption wire to close an account, dividends credited to your account
for the month up to the day of redemption will be paid the next business day.   

DISTRIBUTION POLICY                                                             
To the extent they are  available,  each fund  generally pays you dividends from
net  investment  income  monthly and  distributes  any net capital gains that it
realizes annually. Dividends are declared on each day NAV is calculated,  except
for bank  holidays.  The income  declared daily as a dividend for HERITAGE MONEY
FUND is based on estimates of net investment  income for that fund. The HERITAGE
MONEY FUND'S actual income may differ from estimates,  and the  differences,  if
any, will be included in the calculation of subsequent  dividends for that fund.
Dividends  earned on  weekends,  holidays,  and days when the  fund's NAV is not
calculated  are declared on the first day  preceding  these days that the fund's
NAV is calculated.  Unless you meet the requirements  for the same-day  dividend
described  above,  your  investment  generally  earns  dividends  from the first
business day after we accept your purchase  order.  Please note, for purposes of
determining  when your  investment  begins earning  dividends,  purchase  orders
placed  after the  calculation  of the fund's NAV each day are accepted the next
business day.                                                                   

NAME CHANGE (STRONG BALANCED STOCK FUND)                                        
On January 26, 2001, the Board of Directors of the Strong Schafer  Balanced Fund
approved a change in the name of the Strong Schafer  Balanced  Fund.  Therefore,
effective  March 12,  2001,  the Fund's name was changed to the Strong  Balanced
Stock Fund.  Strong Capital  Management,  Inc., the Fund's  investment  advisor,
anticipates  that the name change will not result in any material  change to the
Fund's portfolio  composition or in the manner in which the Fund is managed.  In
addition,  the Strong  Balanced  Stock  Fund is a series of the  Strong  Schafer
Funds,  Inc.  (Corporation)  and  consistent  with the Fund's name  change,  the
Corporation's name was changed to the Strong Balanced Stock Fund, Inc.          

LOW BALANCE ACCOUNT FEES                                                        
Effective  September 2001, the Low Balance Account Fee disclosure in each Fund's
Investor Class prospectus  (except The Strong Aggressive Growth Funds - Investor
Class,  the Strong Value Fund,  the Strong  Index 500 Fund,  and the Strong Life
Stage Series  prospectuses)  is deleted in its  entirety  and replaced  with the
following:                                                                      

LOW BALANCE ACCOUNT FEE                                               
     Because  of the high cost of  maintaining  small  accounts,  an annual  low
     balance  account  fee of $25 (or the value of the  account  if the  account
     value is less than $25) will be charged to all  accounts  that fail to meet
     the initial investment  minimum.  The fee, which is payable to the transfer
     agent,  will not apply to  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. The effective date of this policy
is September 2001.                                                    

CHANGE IN DEFINITION OF "MEDIUM-CAPITALIZATION COMPANIES"                       
Effective April 6, 2001, the definition of "medium-capitalization  companies" in
the Strong Advisor Mid Cap Growth Fund's prospectus changed from "companies with
a market  capitalization  substantially  similar to that of companies in the S&P
MidCap  400  Index  at the  time  of  investment"  to  "companies  whose  market
capitalization  is  substantially  similar to that of  companies  in the Russell
Midcap Index at the time of investment."                                        

FUND AND CLASS CLOSINGS                                                         
Effective  April 6, 2001, the Strong  International  Bond Fund was closed to new
investors.  After  close  of the  market  on May 11,  2001,  for  non-retirement
accounts,  and  after  close  of the  market  on July 2,  2001,  for  retirement
accounts,  the  Fund  no  longer  accepted  additional  investments  by  current
shareholders, except for reinvested dividends.                                  

On July 27, 2001, the Board of Directors of the Strong  International  Bond Fund
approved the redemption of the Investor Class shares of the Strong International
Bond Fund,  followed by the subsequent  dissolution of the corporate entity, the
Strong International  Income Funds, Inc. In connection with the redemption,  the
fund's   transfer  agent  will  make  a  distribution  to  each  Investor  Class
shareholder  of record on October  17,  2001  representing  the total  number of
Investor Class shares owned by each respective Investor Class shareholder at the
net asset value of the shares as of the close of the market on October 17, 2001.
This  redemption  will be treated as a distribution or sale of shares for income
tax purposes. Therefore, it is likely shareholders will recognize a capital gain
or loss from the transaction. After the redemption of the Investor Class shares,
the Strong International Income Funds, Inc. will be dissolved.                  

This  transaction  was proposed by Strong and approved by the Board of Directors
of the Fund due, in part, to the current and projected small asset size and lack
of asset growth and sales of the Fund.                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘497’ Filing		Date		First		Last			Other Filings
Corrected on:		11/22/02							497
		10/17/01		2					24F-2NT
Filed on:		7/31/01		1		2			497
		7/30/01		1					485BPOS
		7/27/01		2					485BPOS
		7/20/01		1					DEF 14A,  PRE 14A
		7/2/01		2					AW
		5/11/01		2					485APOS
		5/1/01		1					485BPOS,  497
		4/6/01		1		2
		3/12/01		2
		3/1/01		1					NSAR-B,  NSAR-BT
		2/1/01		1					497
		1/26/01		2
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