Strong Government Securities Fund Inc, et al. – ‘497’ on 1/3/05

On:  Monday, 1/3/05, at 1:09pm ET   ·   Effective:  1/3/05   ·   Accession #:  840519-5-5   ·   File #s:  2-99439, 2-99820, 33-07603, 33-07604, 33-07984, 33-13356, 33-24451, 33-37435, 33-42773, 33-59361, 333-100188

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Document/Exhibit                   Description                      Pages   Size 

 1: 497         Income Merger Sticker                                 19±    82K 

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 PLEASE FILE THIS STATEMENT OF ADDITIONAL INFORMATION SUPPLEMENT
WITH YOUR RECORDS.

STRONG CORPORATE BOND FUND
STRONG CORPORATE INCOME FUND
STRONG FLORIDA MUNICIPAL MONEY MARKET FUND
 STRONG GOVERNMENT SECURITIES FUND
STRONG HERITAGE MONEY FUND
 STRONG HIGH-YIELD BOND FUND
 STRONG HIGH YIELD MUNICIPAL BOND FUND
 STRONG INTERMEDIATE MUNICIPAL BOND FUND
STRONG MINNESOTA TAX-FREE FUND
STRONG MONEY MARKET FUND
 STRONG MUNICIPAL BOND
STRONG MUNICIPAL MONEY MARKET FUND
 STRONG SHORT-TERM BOND FUND
STRONG SHORT-TERM HIGH YIELD BOND FUND
 STRONG SHORT-TERM HIGH YIELD MUNICIPAL FUND
 STRONG SHORT-TERM INCOME FUND
 STRONG SHORT-TERM MUNICIPAL BOND FUND
STRONG TAX-FREE MONEY FUND
 STRONG ULTRA SHORT-TERM INCOME FUND
 STRONG ULTRA SHORT-TERM MUNICIPAL INCOME FUND
STRONG WISCONSIN TAX-FREE FUND

 Supplement to the Statement of Additional Information dated March 1, 2004

STRONG HIGH-YIELD MUNICIPAL BOND FUND                                           
Effective  December 31, 2004, all references to the Strong High-Yield  Municipal
Bond Fund are deleted.                                                          

ALL FUNDS                                                                       
Effective immediately,  the "Standby Commitments" paragraph beginning on page 43
applies to each Fund.                                                           

Effective  January 1, 2005, all references to the "Advisor" refer to Wells Fargo
Funds Management, LLC or to the Sub-advisor, as applicable.                     

Effective  January 1, 2005,  R. Michael  Parker and Dana J. Russart are added to
the Directors/Trustees and Officers table, as shown below, and Richard W. Smirl,
Gilbert L. Southwell, and Thomas M. Zoeller are deleted from the table.         

                                                        [Enlarge/Download Table]

                                                                                                                      
--------------------------- -------------------- --------------- ---------------------------------- ------------------
                                                 DATE FIRST                                                           
                                                 ELECTED OR                                         CERTAIN OTHER     
                            POSITIONS HELD       APPOINTED TO    PRINCIPAL OCCUPATIONS DURING       DIRECTORSHIPS     
NAME, ADDRESS, AND AGE      WITH FUNDS           OFFICE          PAST 5 YEARS                       HELD              
--------------------------- -------------------- --------------- ---------------------------------- ------------------
R. Michael Parker           Chief Compliance     August 2004     Senior Compliance Examiner with    None              
P.O. Box 2936               Officer                              the United States Securities and                     
Milwaukee, WI 53201                                              Exchange Commission from April                       
Age 59                                                           1970 to April 2004.                                  
--------------------------- -------------------- --------------- ---------------------------------- ------------------
Dana J. Russart             Vice President       January 2005    Vice President of Strong           None              
P.O. Box 2936                                                    Financial Corporation since                          
Milwaukee, WI  53201                                             December 2002; Secretary of                          
Age 46                                                           Strong Investor Services, Inc.                       
                                                                 since December 2004; Vice                            
                                                                 President of Strong Investments,                     
                                                                 Inc. since December 1998;                            
                                                                 Director of Retail Marketing of                      
                                                                 Strong Financial Corporation                         
                                                                 from May 1997 to December 2002.                      
--------------------------- -------------------- --------------- ---------------------------------- ------------------

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Effective  January 1, 2005,  the  "INVESTMENT  ADVISOR"  section,  excluding the
tables, are deleted and replaced with the following:                            

       Wells  Fargo  Funds  Management,   LLC  ("Advisor")  provides  investment
       advisory services for each of the Funds, which involves  implementing the
       investment  policies and  guidelines  for the Funds and  supervising  the
       sub-advisor who is responsible for the day-to-day portfolio management of
       each Fund.  The Advisor is an indirect  wholly owned  subsidiary of Wells
       Fargo & Company,  and was  created in early 2001 to succeed to the mutual
fund advisory responsibilities of Wells Fargo Bank.               

       On May 25, 2004, Wells Fargo & Company entered into a purchase  agreement
       ("Asset Purchase Agreement") with Strong Financial Corporation ("SFC") to
       acquire certain of the assets of Strong Capital Management, Inc. ("SCM"),
       which is an affiliate of SFC and was the previous  investment  advisor to
       the  Funds.  SFC's sale of assets  ("Transaction")  was  contingent  upon
       shareholder  approval  of the  reorganization  of each  Fund into a Wells
       Fargo Fund  ("Reorganization") for a substantial percentage of the assets
covered by the Asset Purchase Agreement, among other things.      

       On August 13, 2004,  the Board  approved,  and on December  10, 2004,  or
       December 22, 2004, the Fund shareholders  approved 1) the  Reorganization
       2) an interim investment advisory agreement ("Interim Agreement") between
       the  Advisor  and the Fund to replace  SCM as  investment  advisor to the
       Fund,  and  3) an  interim  sub-advisory  agreement  with  Wells  Capital
       Management  Incorporated,  ("Sub-advisor"),  the  Advisor,  and the  Fund
("Interim Sub-advisory Agreement")                                

       The Interim  Agreement is required to be approved  annually by either the
       Board  or  by  vote  of a  majority  of  the  Fund's  outstanding  voting
       securities  (as  defined in the 1940 Act).  Each annual  renewal  must be
       approved  by the vote of a majority of the Fund's  Directors  who are not
       parties to the Interim Agreement or interested persons of any such party,
       cast in person  at a meeting  called  for the  purpose  of voting on such
       approval.  The Interim  Agreement is terminable,  without penalty,  on 60
       days'  written  notice by the Board 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.  The Interim Agreement will
terminate as of the effective date of the Reorganization.         

       In considering the Interim  Agreement,  the Board was provided  materials
       relating to, and considered and evaluated,  with respect to the Fund, (i)
       the terms of the  Interim  Agreement,  including  the nature and scope of
       services to be provided by the  Advisor;  (ii) that the fees and expenses
       that would be paid by the Fund under the Interim  Agreement  would be the
       same as those  paid to SCM under  the then  current  investment  advisory
       agreement; (iii) the management fee rates and payment arrangements,  (iv)
       the historical  investment  performance of the Fund and Wells Fargo Funds
       with similar  investment  objectives,  as compared to the  performance of
       other funds  currently  available in the market not advised or managed by
       the Advisor, but having a similar investment focus and asset composition;
       (v) the  ability  of the  Advisor  to  provide  high  quality  investment
       advisory   services  to  the  Fund,  in  light  of  the   experience  and
       qualifications  of the  Advisor  and its  personnel  and the terms of the
       Interim  Agreement;  (vi) that the  Sub-advisor  was expected to employ a
       significant  number of key SCM portfolio  managers and other personnel as
       of the  closing of the  Transaction;  (vii)  information  provided by the
       Advisor relating to inquiries and  investigations  regarding matters such
       as the  trading of mutual  fund  shares and sales  practices  relating to
       mutual fund shares, and investigations of unaffiliated third parties; and
       (viii) the terms of the Reorganization.  The Board also took into account
       all  considerations  taken into  account in  determining  to approve  the
       Reorganization.  On the basis of its review and analysis of the foregoing
       information, the Board found that the terms of the Interim Agreement were
       fair and reasonable and in the best interest of  shareholders.  The Board
       approved  certain  compliance  policies and  procedures of the Advisor on
September 29, 2004.                                               

CODE OF ETHICS                                                    

       The Advisor and the Sub-advisor each have adopted a code of ethics, which
       contains  policies  on  personal   securities   transactions  by  "access
       persons."  These policies comply with Rule 17j-1 under the 1940 Act. Each
       code of ethics,  among other things,  permits access persons to invest in
       certain  securities,  subject to various  restrictions and  requirements.
       More  specifically,  each  code of ethics  either  prohibits  its  access
       persons from  purchasing or selling  securities  that may be purchased or
       held by a Fund or permits  such  access  persons to purchase or sell such
       securities,  subject to certain  restrictions.  For purposes of a code of
       ethics,  an access  person means (i) a director,  trustee or officer of a
       fund or advisor;  (ii) any  employee of a fund or advisor (or any company
       in a  control  relationship  to a fund or  investment  advisor)  who,  in
       connection  makes,  participates  in, or  obtains  information  about the
       purchase or sale of securities by a fund,  or whose  functions  relate to
       the making of any recommendations with respect to the purchases or sales;
       and (iii) any  natural  person  in a  control  relationship  to a fund or
       investment  advisor who obtains  information  concerning  recommendations
       made to a fund  regarding the purchase or sale of  securities.  Portfolio
       managers  and other  persons  who assist in the  investment  process  are
       subject  to  additional   restrictions   under  Rule  17j-1.   The  above
       restrictions  do not  apply to  purchases  or sales of  certain  types of
       securities,  including shares of open-end  investment  companies that are
       unaffiliated with the Strong Funds family,  money market  instruments and
       certain U.S. Government securities. To facilitate enforcement,  the codes
       of  ethics   generally   require  that  an  access  person,   other  than
       "disinterested"  directors  or trustees,  submit  reports to a designated
       compliance person regarding  transactions  involving securities which are
       eligible for purchase by a Fund.  The codes of ethics for the Advisor and
   the Sub-advisor are on public file with, and available from, the SEC.

DISCLOSURE OF FUND PORTFOLIO HOLDINGS                             

       The Advisor has adopted  policies and procedures to govern the disclosure
       of portfolio  holdings  and any ongoing  arrangements  to make  available
       information   about   portfolio   holdings   for  the  Funds.   Under  no
       circumstances  do the Advisor or the Funds  receive any  compensation  in
       return  for  the  disclosure  of  information  about a  Fund's  portfolio
       securities or for any ongoing arrangements to make available  information
about a Fund's portfolio securities.                              

       As required by the SEC,  each Fund (except  money market funds) files its
       complete  portfolio holdings schedule in public filings made with the SEC
       on a quarterly basis.  Each mutual fund (including money market funds) is
       required  to file its  complete  portfolio  schedules  for the second and
       fourth fiscal  quarter on Form N-CSR,  and each mutual fund (except money
       market  funds) is required to file its complete  portfolio  schedules for
       the first and third fiscal  quarters on Form N-Q, in each instance within
       60 days of the end of the fund's fiscal  quarter.  Through Form N-CSR and
       Form N-Q filings  made with the SEC, the Funds' full  portfolio  holdings
       are publicly available to shareholders on a quarterly basis. Such filings
       are made on or shortly  before the 60th day following the end of a fiscal
       quarter.  Full holdings are also made  available as of the end of a month
       and are posted on the Funds' website  (www.strong.com)  after a one-month
       lag. In addition,  top ten holdings information for the Funds is publicly
       available on the Funds' website  (www.strong.com) on a quarterly,  30-day
delayed basis.                                                    

       Each Fund's complete  portfolio schedule for the second and fourth fiscal
       quarter, required to be filed on Form N-CSR, is delivered to shareholders
       in the  Fund's  semiannual  and  annual  reports.  Each  Fund's  complete
       portfolio  schedule for the first and third fiscal quarters,  required to
       be filed on Form N-Q, will not be delivered to  shareholders.  Each Fund,
       however,  includes  appropriate  disclosure in its  semiannual and annual
       reports as to how a shareholder may obtain  holdings  information for the
Fund's first and third fiscal quarters.                           

       LIST OF APPROVED  RECIPIENTS.  Below is a list that describes the limited
       circumstances  in which a Fund's  portfolio  holdings  are  disclosed  to
       selected  third  parties in advance of their  inclusion in the  quarterly
       filings made with the SEC on Form N-CSR and Form N-Q. In each instance, a
       determination has been made that such advance  disclosure is supported by
       a legitimate  business  purpose and that the recipients,  where feasible,
       are  subject  to an  independent  duty  not to  disclose  or trade on the
nonpublic information.                                            

A.     PORTFOLIO  MANAGERS.  Portfolio  managers shall have full daily access to
       fund  holdings  for the  Fund(s)  for which they have  direct  management
       responsibility. Portfolio managers may also release and discuss portfolio
       holdings with various broker/dealers for purposes of analyzing the impact
       of existing and future market changes on the prices,  availability/demand
       and liquidity of such securities, as well as for the purpose of assisting
portfolio managers in the trading of such securities.             

B.     ADVISOR.  In its  capacity as  investment  advisor to the Funds,  certain
       Advisor  personnel  that deal directly with the  processing,  settlement,
       review,  control,  auditing,  reporting,  and/or  valuation  of portfolio
trades shall have full daily access to Fund portfolio holdings.   

C.     ADMINISTRATOR.  In its capacity as  administrator  to the Funds,  certain
       Strong  Investor  Services,  Inc.  personnel  that deal directly with the
       processing,  settlement,  review, control,  auditing,  reporting,  and/or
       valuation  of  portfolio  trades  shall  have full  daily  access to Fund
portfolio holdings.                                               

D.     EXTERNAL  SERVICING AGENTS.  Appropriate  personnel  employed by entities
       that  assist  in  the  review  and/or   processing   of  Fund   portfolio
       transactions,  which include the fund accounting agent, the custodian and
       the trading  settlement  desk at Wells Capital  Management  Incorporated,
       shall have  daily  access to all Fund  portfolio  holdings.  The  Advisor
       utilizes the services of Institutional  Shareholder  Services ("ISS") and
       SG Constellation to assist with proxy voting and Class B share financing,
       respectively.  Both  ISS  and SG  Constellation  may  receive  full  Fund
       portfolio holdings on a weekly basis for the Funds for which they provide
services.                                                         

E.     RATING AGENCIES. Standard & Poor's ("S&P") and Moody's Investors Services
       ("Moody's") receive full Fund holdings for rating purposes.  S&P receives
       holdings  information  weekly  on  a  seven-day  delayed  basis.  Moody's
 receives holdings information monthly on a seven-day delayed basis.

       ADDITIONS TO LIST OF APPROVED RECIPIENTS. Any additions to the above list
       of approved  recipients requires approval by the Chief Compliance Officer
       of the Funds  based on a review of: (i) the type of fund  involved;  (ii)
       the purpose for  receiving the holdings  information;  (iii) the intended
       use of the  information;  (iv) the  frequency  of the  information  to be
       provided;  (v) the  length of the lag,  if any,  between  the date of the
       information and the date on which the information will be disclosed; (vi)
       the proposed recipient's  relationship to the Funds; (vii) the ability of
       the Advisor to monitor that such information will be used by the proposed
       recipient  in  accordance  with the stated  purpose  for the  disclosure;
       (viii)  whether a  confidentiality  agreement  will be in place with such
       proposed  recipient;  and (ix)  whether  any  potential  conflicts  exist
       regarding such disclosure between the interests of Fund shareholders,  on
       the one  hand,  and those of the  Fund's  investment  advisor,  principal
underwriter, or any affiliated person of the Fund.                

     FOR PROXIES RELATING TO THE FUND'S PORTFOLIO  SECURITIES WITH A RECORD DATE
     ON OR AFTER  JANUARY 1, 2005,  THE  FOLLOWING  PROXY  VOTING  POLICIES  AND
PROCEDURES ARE APPLICABLE:                                            
PROXY VOTING POLICIES AND PROCEDURES                              

       The Advisor has adopted policies and procedures  ("Procedures")  that are
       used to vote proxies relating to portfolio  securities held by the Funds.
       The  Procedures are designed to ensure that proxies are voted in the best
interests of Fund shareholders.                                   

       The  responsibility  for voting proxies  relating to the Funds' portfolio
       securities  has been  delegated to the Advisor.  In  accordance  with the
       Procedures, the Advisor exercises its voting responsibility with the goal
       of maximizing  value to  shareholders  consistent with governing laws and
       the  investment  policies of each Fund.  While the Funds do not  purchase
       securities  to  exercise  control or to seek to effect  corporate  change
       through  share  ownership,   they  support  sound  corporate   governance
       practices  within companies in which they invest and reflect that support
through their proxy voting process.                               

       The  Advisor  has  established  a  Proxy  Voting  Committee  (the  "Proxy
       Committee")  that is responsible  for overseeing the proxy voting process
       and ensuring that the voting process is  implemented in conformance  with
       the  Procedures.  The Advisor has retained an  independent,  unaffiliated
       nationally  recognized  proxy voting company,  as proxy voting agent. The
       Proxy  Committee  monitors the proxy voting agent and the voting  process
       and, in certain  situations,  votes  proxies or directs the proxy  voting
agent how to vote.                                                

       The Procedures set out guidelines regarding how the Advisor and the proxy
       voting agent will vote proxies. Where the guidelines specify a particular
       vote on a particular  matter,  the proxy voting agent  handles the proxy,
       generally without further  involvement by the Proxy Committee.  Where the
       guidelines  specify a case-by-case  determination,  or where a particular
       issue is not addressed in the guidelines, the proxy voting agent forwards
       the proxy to the Proxy  Committee for a vote  determination  by the Proxy
       Committee.  In addition,  even where the guidelines  specify a particular
       vote,  the  Proxy  Committee  may  exercise  a  discretionary  vote if it
       determines  that  a  case-by-case   review  of  a  particular  matter  is
warranted.                                                        

     The  Procedures  set  forth  the  Advisor's  general  position  on  various
proposals, such as:                                                   

          o    ROUTINE  ITEMS  -  The  Advisor  will   generally  vote  for  the
               ratification  of  auditors,   uncontested   director  or  trustee
               nominees,  changes in company name, and other procedural  matters
related to annual meetings.                       
          o    CORPORATE  GOVERNANCE  - The  Advisor  will  generally  vote  for
               charter  and bylaw  amendments  proposed  solely to conform  with
          modern business practices or for purposes of simplification.
          o    ANTI-TAKEOVER  MATTERS  - The  Advisor  generally  will  vote for
               proposals that require shareholder  ratification of poison pills,
               and on a  case-by-case  basis on  proposals to redeem a company's
poison pill.                                      
          o    MERGERS/ACQUISITIONS AND CORPORATE RESTRUCTURINGS - The Advisor's
               Proxy Committee will examine these items on a case-by-case basis.
          o    SHAREHOLDER  RIGHTS - The Advisor  will  generally  vote  against
proposals that may restrict shareholder rights.   

       In all cases where the Proxy Committee makes the decision regarding how a
       particular  proxy  should be voted,  the Proxy  Committee  exercises  its
       voting  discretion in accordance with the voting  philosophy of the Funds
       and in the best interests of Fund shareholders.  In deciding how to vote,
       the  Proxy  Committee  may  rely  on  independent  research,   input  and
       recommendations from third parties including  independent proxy services,
       other independent sources,  investment sub-advisors,  company managements
and shareholder groups as part of its decision-making process.    

       In most cases, any potential  conflicts of interest involving the Advisor
       or any  affiliate  regarding a proxy are  avoided  through the strict and
       objective application of the Funds' voting guidelines.  However, when the
       Proxy Committee is aware of a material  conflict of interest  regarding a
       matter that would otherwise be considered on a case-by-case  basis by the
       Proxy  Committee,  either the Proxy  Committee  will  instruct  the proxy
       voting  agent to vote in  accordance  with the  recommendation  the proxy
       voting  agent makes to its clients  generally,  or the Fund's  Board will
       exercise  its  authority to vote on the matter.  In  addition,  the Proxy
       Committee  does not permit its votes to be  influenced by any conflict of
       interest that exists for any other  affiliated  person of the Funds (such
       as a sub-advisor or principal  underwriter) and the Proxy Committee votes
       all such matters  without  regard to the  conflict.  The  Procedures  may
       reflect voting  positions  that differ from  practices  followed by other
companies or subsidiaries of Wells Fargo & Company.               

       In order to not hinder possible  economic  benefits to the Funds and Fund
       shareholders,  the Advisor will generally  refrain from voting proxies on
       foreign  securities that are subject to share blocking  restrictions.  In
       addition, securities on loan will typically not be recalled to facilitate
       voting. However, if the Proxy Committee determines that the importance of
       the matter to be voted upon  outweighs any potential  loss of benefits or
revenue, the security will be recalled for voting.                

       After August 31, 2004,  an annual  record of all proxy votes cast for the
       Fund  during  the most  recent  12-month  period  ended  June 30,  can be
       obtained (1) without charge, upon request, by calling 1-800-368-3863, and
(2) on the SEC's web site at www.sec.gov, filed on form N-PX.     

     FOR PROXIES RELATING TO THE FUND'S PORTFOLIO  SECURITIES WITH A RECORD DATE
     PRIOR TO JANUARY 1, 2005, THE PREVIOUS  INVESTMENT  ADVISOR'S  PROXY VOTING
POLICIES AND PROCEDURES ARE APPLICABLE AS FOLLOWS:                    
PROXY VOTING POLICIES AND PROCEDURES                              

       The following summary describes how the Advisor, as investment advisor to
       the Strong Family of Funds, generally intends to vote on proxy issues for
       the securities  held in Fund  portfolios.  The Advisor has been delegated
       the right and the  obligation  to vote  proxies  relating  to the  Funds'
       portfolio securities, subject to the oversight of the Board. In addition,
       the Advisor is responsible  for  establishing  proxy voting  policies and
procedures, and reviewing and updating them as necessary.         

GENERAL PRINCIPLE.                                                
       The  Advisor  votes any proxy or other  beneficial  interest in an equity
       security  prudently and solely in the best long-term economic interest of
       advisory  clients  and  their  beneficiaries,  considering  all  relevant
       factors and without undue  influence  from  individuals or groups who may
have an economic interest in the outcome of a proxy vote.         

THE PROXY COMMITTEE.                                              
       The Advisor has  established  a Proxy  Committee  that meets as needed to
       administer,  revise, and update the Proxy Voting Policy. In addition, the
       Proxy  Committee  meets when necessary to discuss and determine the votes
       for issues that do not fall into a category described in the Proxy Voting
       Policy,  applying the general  principles noted above. For issues that do
       not fall within predetermined  voting guidelines,  the Proxy Committee or
       its delegates may consult with the Portfolio  Manager (or a member of the
       Portfolio Manager's  investment team) of the account holding the relevant
security for assistance in determining how to cast the vote.      

PROCESS.                                                          
       In  order  to apply  the  general  policy  noted  above  in a timely  and
       consistent manner, the Proxy Committee has delegated its voting authority
       to a  third-party  voting  service  ("Voting  Delegate").  Subject to the
       oversight of the Proxy Committee, the Voting Delegate follows the written
       voting  guidelines  provided by the Advisor.  The Voting Delegate reviews
       the issues on each  voting  ballot and  itemizes  them  according  to the
       written voting  guidelines.  Based on the standing  instructions given by
       the  Advisor to the Voting  Delegate  regarding  how to vote,  the Voting
       Delegate places and records the votes. When the voting policy relating to
       a specific issue is not clearly defined in the written voting guidelines,
     the Voting Delegate refers the vote decision to the Advisor for review.

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ROUTINE CORPORATE ADMINISTRATIVE ITEMS.                           
       The Advisor  generally is willing to vote with management on matters of a
       routine  administrative nature. The Advisor believes management should be
       allowed  to make  those  decisions  that  are  essential  to the  ongoing
       operation  of the  company  and  which are not  expected  to have a major
       economic  impact on the  corporation  and its  shareholders.  Examples of
       issues  on  which  the  Advisor  will  normally  vote  with  management's
recommendation include:                                           

o    Appointment or election of auditors;                   
          o    Increases  in  authorized  common  or  preferred  shares  (unless
               management  intends to use the  additional  shares to implement a
               takeover defense,  in which case the proposal will be analyzed on
a case-by-case basis);                            
o    Routine election or re-election of unopposed directors;
o    Director's liability and indemnification;              
          o    Incentive plans, restricted stock plans and bonus plans, when 10%
               or fewer of the  outstanding  shares have been  allocated  to the
               company's incentive plans, PROVIDED, HOWEVER, the Proxy Committee
               may approve an allocation  over 10% when the members believe such
               higher  percentage  is in the  best  interest  of  the  Advisor's
               advisory  clients given the facts and  circumstances  surrounding
               the  proposal  including,   for  example,  whether  a  particular
               industry  traditionally  requires a company to  allocate a higher
percentage in order to be competitive;            
          o    Stock option plans,  when 10% or fewer of the outstanding  shares
               have been allocated to the company's plans, (including subsidiary
               plans, share option and share award plans, equity incentive plans
               and share options),  PROVIDED,  HOWEVER,  the Proxy Committee may
               approve an  allocation  over 10% when the  members  believe  such
               higher  percentage  is in the  best  interest  of  the  Advisors'
               advisory  clients given the facts and  circumstances  surrounding
               the  proposal  including,   for  example,  whether  a  particular
               industry  traditionally  requires a company to  allocate a higher
percentage in order to be competitive;            
o    Employee stock purchase or ownership plans;            
o    Name changes; and                                      
o    The time and location of the annual meeting.           

       The Advisor  generally  opposes minimum share ownership  requirements for
       directors  because the Advisor  feels that a director can serve a company
well regardless of the extent of his or her share ownership.      

       The Advisor  generally  abstains from voting for an item  denoting  "such
       other  business as may come before the meeting"  because the Advisor will
not vote "for" or "against" issues of which it is not aware.      

SPECIAL INTEREST ISSUES.                                          
       While there are many  social,  religious,  political,  and other  special
       interest issues that are worthy of public attention, the Advisor believes
       that the burden of social responsibility generally rests with management.
       Because the  Advisor's  primary  responsibility  in voting  proxies is to
       provide for the  greatest  long-term  shareholder  value,  the Advisor is
       generally opposed to special interest  proposals that involve an economic
       cost to the  corporation  or that  restrict the freedom of  management to
       operate in the best  interest of the  corporation  and its  shareholders.
       Accordingly,  the Advisor will vote with  management's  recommendation on
issues such as:                                                   

o    Restrictions on military contracting;                  
 o    Restrictions on the marketing of controversial products;
o    Restrictions on corporate political activities;        
o    Restrictions on charitable contributions;              
o    Restrictions on doing business with foreign countries; 
o    A general policy regarding human rights;               
o    A general policy regarding employment practices;       
o    A general policy regarding animal rights;              
o    A general policy regarding nuclear power plants;       
o    Compensation plans; and                                
          o    Rotating the location of the annual meeting among various cities.

RESOLVING MATERIAL CONFLICTS OF INTEREST.                         
       The SEC rule describes a potential conflict of interest as occurring when
       there is a vote between the  interests of Fund  shareholders,  on the one
       hand, and those of the Advisor,  principal underwriter,  or an affiliated
      person of the Fund, its Advisor, or principal underwriter, on the other.

       To eliminate or minimize material conflicts of interest,  the Advisor may
       follow  one or more of the  following  procedures:  a) use  predetermined
       voting  guidelines,  b) use the  recommendations  of an independent third
       party,  or c) refer  conflicts of interest to the Proxy  Committee  for a
decision.                                                         

PROXY VOTING RECORD RETENTION.                                    
       The Advisor  retains the  following  records for a minimum of five years:
       (1) proxy  voting  policies and  procedures;  (2) proxy  statements;  (3)
       records  of votes cast on behalf of  clients;  (4)  records  of  clients'
       requests for proxy voting information;  and (5) any documents prepared on
       behalf of the Advisor that were material in making the decision on how to
vote.                                                             

       After August 31, 2004,  an annual  record of all proxy votes cast for the
       Fund  during  the most  recent  12-month  period  ended  June 30,  can be
       obtained (1) without charge, upon request, by calling 1-800-368-3863, and
(2) on the SEC's web site at www.sec.gov, filed on form N-PX.     

Effective  January 1, 2005, the following  "INVESTMENT  SUB-ADVISOR"  section is
added after the "INVESTMENT ADVISOR" section.                                   

INVESTMENT SUB-ADVISOR

       The  Advisor   has  engaged   Wells   Capital   Management   Incorporated
       ("Sub-advisor")  to serve as the  investment  Sub-advisor  to the  Funds.
       Subject to the  direction  of the Board and the overall  supervision  and
       control of the Advisor, the Sub-advisor is responsible for the day-to-day
       investment and management of the Funds' assets. The Sub-advisor furnishes
       to  the  Advisor  periodic   reports  on  the  investment   activity  and
       performance  of the  Funds,  as  well  as  such  additional  reports  and
       information  as the  Advisor  or the Board and  officers  may  reasonably
request.                                                          

       Under each Interim Sub-advisory Agreement, ("Sub-advisory Agreement") the
       Sub-advisor  is  responsible   for  investment   decisions  and  supplies
       investment research and portfolio management services. The Sub-advisor is
       responsible  for the  purchase  and  sale of  securities  for the  Funds,
       broker-dealer  selection,  and negotiation of brokerage commission rates.
       The  Funds  shall  bear all  expenses  incurred  by each  sub-advisor  in
       connection   with  the   provisions   of  services   under  each  Interim
       Sub-advisory Agreement.  Each Interim Sub-advisory Agreement shall become
       effective with respect to a Fund after it is approved in accordance  with
       the requirements of the 1940 Act and executed by the Fund. Once approved,
       each Interim  Sub-advisory  Agreement is required to be approved annually
       by either  the Board 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 Interim  Sub-advisory  Agreement or
       interested  persons of any such party, cast in person at a meeting called
       for the purpose of voting on such  approval.  Each  Interim  Sub-advisory
       Agreement is terminable,  without penalty,  on 60 days' written notice by
       the  Board  by  vote  of a  majority  of the  Fund's  outstanding  voting
       securities,  or  by  the  Advisor  or  Sub-advisor,  and  will  terminate
       automatically in the event of its assignment.  The Sub-advisory Agreement
will terminate as of the effective date of the Reorganization.    

       In considering the Interim Sub-advisory Agreement, the Board was provided
       materials relating to, and considered and evaluated,  with respect to the
       Fund, (i) the terms of the Interim Sub-advisory Agreement;  (ii) that the
       fees  under  the  Interim  Sub-advisory  Agreement  would  be paid by the
       Advisor;  and  (iii)  that  the  Sub-advisor  is  expected  to  employ  a
       significant  number of key SCM portfolio  managers and other personnel as
       of  the  closing  of  the   Transaction;   and  (iv)  the  terms  of  the
       Reorganization. On the basis of its review and analysis of the foregoing,
       among  other  things,  the  Board  found  that the  terms of the  Interim
       Sub-advisory  Agreement were fair and reasonable and in the best interest
       of  shareholders.  The Board  approved  certain  compliance  policies and
procedures of the Sub-advisor on September 29, 2004.              

       As compensation for its sub-advisory services to each Fund, Wells Capital
  Management is entitled to a fee based on the following fee schedule:

 ----------------------------------------- ----------------------- -------------
FUND                                      FUND ASSETS             FEE         
 ----------------------------------------- ----------------------- -------------
Florida Municipal Money Market            $0-1,000 million        0.05%       
Heritage Money                            Over $1,000 million     0.04%       
Money Market                                                                  
Municipal Money Market                                                        
Tax-Free Money                                                                
 ----------------------------------------- ----------------------- -------------
Corporate Bond Fund                       $0-400 million          0.20%       
Government Securities                     Next $400 million       0.175%      
High Yield Bond                           Over $800 million       0.15%       
Intermediate Municipal Bond                                                   
Minnesota Tax-Free                                                            
Short-Term Bond                                                               
Short-Term High Yield Bond                                                    
Short-Term High Yield Municipal                                               
Short-Term Income                                                             
Short-Term Municipal Bond                                                     
Ultra Short-Term Income                                                       
Ultra Short-Term Municipal Income                                             
Wisconsin Tax-Free                                                            
 ----------------------------------------- ----------------------- -------------

Effective  January 1, 2005,  the  paragraph  under  "CUSTODIAN"  is deleted  and
replaced with the following:                                                    

     As custodian of the Strong  Municipal  Bond Fund,  Strong  Short-Term  Bond
     Fund, Strong Short-Term High-Yield Municipal Fund, Strong Short-Term Income
     Fund, and Strong Short-Term Municipal Bond Fund's assets, State Street Bank
     and Trust Company,  801  Pennsylvania  Avenue,  Kansas City, MO, 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. In addition,  the Fund, with the approval
     of the Board and subject to the rules of the SEC, may have subcustodians in
     those foreign  countries in which their respective  assets may be invested.
     The  custodian  and,  if  applicable,   the  subcustodian  are  in  no  way
  responsible for any of the investment policies or decisions of the Fund.

     Effective on or about  February 11, 2005, for the Strong  Corporate  Income
     Fund,  Strong Florida  Municipal  Money Market Fund,  Strong Heritage Money
     Fund,  Strong  Minnesota  Tax-Free Fund,  Strong Money Market Fund,  Strong
     Municipal  Money Market Fund, and Strong  Tax-Free Money Fund,  Wells Fargo
     Bank, N.A., 6th and Marquette,  Minneapolis,  MN, 55479, has custody of all
     securities  and  cash of the  Funds,  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 Funds.  In  addition,  the Funds,  with the approval of the
     Board and subject to the rules of the SEC, may have  subcustodians in those
     foreign  countries in which their  respective  assets may be invested.  The
     custodian and, if applicable,  the  subcustodian  are in no way responsible
for any of the investment policies or decision of the Funds.          

     Effective on or about March 18, 2005,  for the Strong  Corporate Bond Fund,
     Strong Government Securities Fund, Strong Intermediate Municipal Bond Fund,
     and Strong Ultra Short-Term  Income Fund, and effective March 24, 2005, for
     the Strong  High-Yield Bond Fund,  Strong  Short-Term High Yield Bond Fund,
     Strong  Ultra  Short-Term  Municipal  Income  Fund,  and  Strong  Wisconsin
     Tax-Free Fund, Wells Fargo Bank, N.A., 6th and Marquette,  Minneapolis, MN,
     55479,  has custody of all securities  and cash of the Funds,  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 Funds.  In  addition,  the Funds,  with the
     approval  of the  Board  and  subject  to the  rules of the  SEC,  may have
     subcustodians in those foreign  countries in which their respective  assets
     may be invested. The custodian and, if applicable,  the subcustoidan are in
     no way  responsible  for any of the investment  policies or decision of the
Funds.                                                                

     For its  services  as  custodian,  Wells  Fargo  Bank,  N.A. is entitled to
receive fees as described in the following tables:                    

                                                        [Enlarge/Download Table]


 DOMESTIC CUSTODY (BASED ON TOTAL RELATIONSHIP)                                                             
---------------------------------- -------------------------------------------------------------------------
                                                                                                            
0.30 basis points                  First $50 billion                                                        
---------------------------------- -------------------------------------------------------------------------
---------------------------------- -------------------------------------------------------------------------
0.25 basis points                  Above $50 billion                                                        
---------------------------------- -------------------------------------------------------------------------
---------------------------------- -------------------------------------------------------------------------
$  7.00                            Per Depository Trust Company or Federal Reserve System Trade, Automated  
                                   and Non-automated                                                        
---------------------------------- -------------------------------------------------------------------------
---------------------------------- -------------------------------------------------------------------------
$25.00                             Per Definitive Security (Physical)                                       
---------------------------------- -------------------------------------------------------------------------
---------------------------------- -------------------------------------------------------------------------
$  7.00                            Per Commercial Paper Trade                                               
---------------------------------- -------------------------------------------------------------------------
---------------------------------- -------------------------------------------------------------------------
$  6.00                            Per Principle Reduction on Pass-Through Certificates                     
---------------------------------- -------------------------------------------------------------------------
---------------------------------- -------------------------------------------------------------------------
$35.00                             Per Option/Futures Contract                                              
---------------------------------- -------------------------------------------------------------------------
---------------------------------- -------------------------------------------------------------------------
$10.00                             Per Fed Wire Deposit or Withdrawal - includes Third Party Time Deposits  
---------------------------------- -------------------------------------------------------------------------

GLOBAL CUSTODY                                                  
        ------------------------------------------------------------------------
0.05 basis points                                               
        ------------------------------------------------------------------------
        ------------------------------------------------------------------------
$30/per transaction                                             
        ------------------------------------------------------------------------

Effective   January  1,  2005,  the  following   paragraphs  are  added  to  the
"DISTRIBUTOR" section:                                                          

         The Fund and the  Distributor  have  adopted a Code of Ethics  ("Code")
         that governs the personal trading activities of all "Access Persons" of
         the Fund and the Distributor. Access Persons include every Director and
         officer  of the  Fund  and the  Distributor,  and  will  include  those
         employees of the  Administrator  and the Distributor who have access to
         information relating to the purchase or sale of securities by the Fund.
         The Code is based upon the  principle  that such Access  Persons have a
         fiduciary duty to place the interests of the Fund and the Distributor's
other clients ahead of their own.                             

         The Code requires  Access Persons  (other than the Fund  Directors) to,
         among other  things,  pre-clear  their  securities  transactions  (with
         limited  exceptions,  such as  transactions  in shares of mutual funds,
         gifting or  transferring  securities,  direct  obligations  of the U.S.
         Government,  and  certain  options  on  broad-based  securities  market
         indexes)  and  to  execute  such  transactions  through  an  electronic
         account.  The Code also requires  Access Persons to annually report all
         securities  transactions,  including  transactions  in shares of Strong
         Funds.  The Code,  which applies to all Access  Persons (other than the
         Fund  Directors),  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 that is contemporaneously being purchased
         or sold, or to the knowledge of the Access Person,  is being considered
         for purchase or sale,  by the Fund.  Finally,  the Code  provides for a
         trading  "black out" period of seven  calendar  days prior to and after
         the  purchase or sale of the same or  equivalent  security by the Fund,
         with the  exception of those  purchases or sales deemed as, and defined
         by the Code as, program trades.  Exceptions to the  requirements of the
         Code of Ethics are to be handled on a case-by-case  basis and will only
         be granted if the proposed conduct involves negligible  opportunity for
abuse.                                                        

         The Fund has  also  adopted  a Senior  Officers'  Code of  Ethics  (the
         "Officers' Code") to encourage its principal executive officers, senior
         financial officers,  and persons performing a similar function ("Senior
         Officers") to act in a manner consistent with the highest principles of
         ethical conduct. The Senior Officers are responsible for conducting the
         Fund's  business  in a manner that  demonstrates  a  commitment  to the
         highest standards of integrity.  The purposes of the Officers' Code are
to promote:                                                   

          o    Honest and ethical  conduct,  including  the ethical  handling of
               actual or apparent  conflicts  of interest  between  personal and
professional relationships;                       
          o    Full, fair,  accurate,  timely, and understandable  disclosure in
               reports and  documents  that the Fund files with,  or submits to,
        the SEC and in other public communications the Fund makes;
          o    Fund  compliance  with applicable  governmental  laws,  rules and
regulations;                                      
          o    The prompt internal reporting to an appropriate person identified
             in the Officers' Code of violations of this Officer's Code; and
o    Accountability for adherence to this Officers' Code.   

Effective January 1, 2005, the "PORTFOLIO  TRANSACTIONS AND BROKERAGE"  section,
excluding the tables, is deleted and replaced with the following:               

PORTFOLIO TRANSACTIONS

         The Fund has no obligation to deal with any  broker-dealer  or group of
         broker-dealers   in  the   execution  of   transactions   in  portfolio
         securities.  Subject to the  supervision  of the  Fund's  Board and the
         supervision of the Advisor,  the Fund's  Sub-advisor is responsible for
         the  Fund's   portfolio   decisions   and  the  placing  of   portfolio
         transactions. In placing orders, it is the policy of the Sub-advisor to
         obtain the best overall  results taking into account  various  factors,
         including,  but not  limited  to,  the  size  and  type of  transaction
         involved; the dealer's risk in positioning the securities involved; the
         nature   and   character   of  the  market   for  the   security;   the
         confidentiality,  speed and certainty of effective  execution  required
         for the transaction; the general execution and operational capabilities
         of the  broker-dealer;  the  reputation,  reliability,  experience  and
         financial  condition of the firm; the value and quality of the services
         rendered  by  the  firm  in  this  and  other  transactions;   and  the
         reasonableness  of  the  spread  or  commission,   if  any.  While  the
         Sub-advisor   generally  seeks   reasonably   competitive   spreads  or
         commissions,  the Fund will not necessarily be paying the lowest spread
or commission available.                                      

         Purchases and sales of non-equity  securities usually will be principal
         transactions.  Portfolio  securities normally will be purchased or sold
         from or to  broker-dealers  serving as market makers for the securities
         at a net  price.  Each  of  the  Funds  also  will  purchase  portfolio
         securities  in  underwritten  offerings  and  may  purchase  securities
         directly from the issuer. Generally,  municipal obligations and taxable
         money  market  securities  are traded on a net basis and do not involve
         brokerage  commissions.  The  cost  of  executing  a  Fund's  portfolio
         securities transactions will consist primarily of broker-dealer spreads
         and underwriting  commissions.  Under the 1940 Act, persons  affiliated
         with the Fund are prohibited  from dealing with the Fund as a principal
         in the  purchase  and sale of  securities  unless  an  exemptive  order
         allowing such  transactions is obtained from the SEC or an exemption is
         otherwise available. The Fund may purchase securities from underwriting
         syndicates of which the Advisor is a member under certain conditions in
         accordance with the provisions of a rule adopted under the 1940 Act and
in compliance with procedures adopted by the Board.           

         In placing orders for portfolio  securities of a Fund, the  Sub-advisor
         is  required  to give  primary  consideration  to  obtaining  the  most
         favorable   price  and  efficient   execution.   This  means  that  the
         Sub-advisor  will  seek to  execute  each  transaction  at a price  and
         commission,  if any,  that  provide  the most  favorable  total cost or
         proceeds reasonably  attainable in the circumstances.  Commission rates
         are established  pursuant to negotiations with the broker-dealer based,
         in part, on the quality and quantity of execution  services provided by
         the  broker-dealer  and in the  light of  generally  prevailing  rates.
         Furthermore,  the Advisor  oversees the  Sub-advisor's  trade execution
         procedures to ensure that such  procedures are in place,  that they are
         adhered to, and that  adjustments are made to the procedures to address
ongoing changes in the marketplace.                           

         The   Sub-advisor   may,  in   circumstances   in  which  two  or  more
         broker-dealers are in a position to offer comparable results for a Fund
         portfolio  transaction,  give  preference to a  broker-dealer  that has
         provided statistical or other research services to the Sub-advisor.  In
         selecting a broker-dealer  under these  circumstances,  the Sub-advisor
         will consider,  in addition to the factors listed above, the quality of
         the research  provided by the  broker-dealer.  The  Sub-advisor may pay
         higher  commissions than those obtainable from other  broker-dealers in
         exchange for such research  services.  The research services  generally
         include  (1)  furnishing  advice  as to the  value of  securities,  the
         advisability of investing in, purchasing,  or selling  securities,  and
         the  advisability 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. By allocating  transactions in
         this manner,  the  Sub-advisor  is able to supplement  its research and
         analysis  with  the  views  and   information   of  securities   firms.
         Information so received will be in addition to, and not in lieu of, the
         services required to be performed by the Sub-advisor under the advisory
         contracts,  and the expenses of the Sub-advisor will not necessarily be
         reduced  as a  result  of the  receipt  of this  supplemental  research
         information. Furthermore, research services furnished by broker-dealers
         through which the Sub-advisor places securities transactions for a Fund
         may be used by the Sub-advisor in servicing its other accounts, and not
         all of these services may be used by the Sub-advisor in connection with
advising the Funds.                                           

Effective March 11, 2005,  Boston Financial Data Services  ("BFDS"),  2 Heritage
Drive,  North  Quincy,  Massachusetts  02171,  will act as  transfer  agent  and
dividend-disbursing agent for the Fund.                                         

Effective January 1, 2005, the paragraph under "INDEPENDENT AUDITORS" is deleted
and replaced with the following:                                                

         For the fiscal  year ended  October 31,  2004,  PricewaterhouseCoopers,
         LLP,  100  East  Wisconsin  Avenue,   Milwaukee,  WI  53202,  were  the
         independent  auditors for the Funds.  Effective November 1, 2004, KPMG,
         LLP, 303 East Wacker Drive,  Chicago, IL 60601-5212 are the independent
         auditors for the Funds,  providing  audit  services and  assistance and
       consultation with respect to the preparation of filings with the SEC.

ALL FUNDS                                                                       

Effective   May  10,  2004,   Christopher   O.  Petersen  is  deleted  from  the
Directors/Trustees and Officers table beginning on page 47.                     

Effective May 10, 2004, the Directors/Trustees and Officers table should reflect
that Phillip O.  Petersen  holds the  Independent  President  position  with the
Funds.                                                                          

GOVERNMENT SECURITIES FUND                                                      
MINNESOTA TAX-FREE FUND                                                         
SHORT-TERM MUNICIPAL BOND FUND                                                  
WISCONSIN TAX-FREE FUND                                                         
Effective  immediately,  "Appendix C - Share  Classes"  beginning on page 123 is
deleted and replaced with the following.                                        

APPENDIX C - SHARE CLASSES

THE GOVERNMENT  SECURITIES FUND,  MINNESOTA TAX-FREE FUND,  SHORT-TERM MUNICIPAL
BOND FUND, AND WISCONSIN TAX-FREE FUND OFFER CLASS C SHARES.                    

FRONT-END SALES LOAD                                                            

There is no front-end sales charge (load) for Class C shares.                   

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.            

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 the  Distributor  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.                                         

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 in Class C shares,  a CDSC may apply on any shares you sell within
1 year of purchase.  The CDSC is 1% based on your original  purchase price.  For
purposes of calculating  the CDSC, the start of the 1-year holding period is the
first  day of the month in which the  purchase  was made.  The Fund will use the
"first-in, first-out" method when taking the CDSC.                              

REINSTATEMENT PRIVILEGE                                                         
If you sell your Class C shares of a Strong Fund, you may, upon written request,
exercise  a  one-time  right to  reinvest  some or all of the  proceeds  into an
identically registered account in the same class and Strong Fund within 90 days.
If you paid a CDSC when you  redeemed  your Class C shares,  we may credit  your
account  with the amount of the CDSC  paid,  but a new CDSC  holding  period may
apply to the reinvested 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 advisor for
further information.                                                            

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CDSC WAIVERS                                                                    

The CDSC for Class C shares generally will be waived for:                       

1.       Account and transaction fees.                                          

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

3.       Redemptions  following the death or disability  of the  shareholder  or
         beneficial  owner,  provided  that the shares are sold  within one year
         following  the death or the  initial  determination  of  disability.  A
         certified copy of a death  certificate or a doctor's  certificate  that
         specifically  references the  definitions of "disability" as defined in
         Internal Revenue Code Section 72(m)(7) must accompany the request. This
         waiver  applies to individual  shareholders,  as well as shares held in
joint tenancy.                                                

4.       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.                                  

5.       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  Administrator 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 Administrator or one of their affiliates.  

6.       Distributions from individual  retirement  accounts (IRAs) due to death
         or disability  (as defined in the IRC) 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.

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

8.       Participant  initiated  distributions  from  employee  benefit plans or
         participant  initiated  exchanges among investment  choices in employee
benefit plans.                                                

9.       Redemptions of shares  acquired by investments  through certain dealers
         (including  registered investment advisors and financial planners) that
         have   established   certain   operational    arrangements   with   the
         Administrator  that 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.                             

ADDITIONAL DEALER COMMISSIONS/CONCESSIONS                                       

From time to time,  the  Distributor,  at its  expense,  may provide  additional
commissions,  compensation, or promotional incentives ("concessions") to dealers
that  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 governing self-regulatory agency, such as the NASD.                         

 The date of this statement of additional information supplement
is January 3, 2005. 

RT48484 01-05                                              FIXS105/WH4168 01-05 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘497’ Filing		Date		First		Last			Other Filings
		3/24/05		3
		3/18/05		3
		3/11/05		3
		2/11/05		3					497
Filed on / Effective on:		1/3/05		4					497
		1/1/05		1		3
		12/31/04		1
		12/22/04		2
		12/10/04		2					DEFA14A
		11/1/04		3
		10/31/04		3					24F-2NT,  N-CSR,  NSAR-B
		9/29/04		2		3
		8/31/04		2		3
		8/13/04		2					DEFA14A
		5/25/04		2
		5/10/04		3					497
		3/1/04		1					485BPOS,  497
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