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Strong Large Cap Growth Fund Inc, et al. – ‘497’ on 1/3/05

On: Monday, 1/3/05, at 1:09pm ET · Effective: 1/3/05 · Accession #: 840519-5-4 · File #s: 2-73967, 2-73968, 2-99752, 33-01932, 33-17450, 33-45108, 33-61358, 33-70762, 33-70764

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/03/05  Strong Large Cap Growth Fund Inc  497         1/03/05    1:55K                                    Strong Advantage Fd Inc
          Strong Opportunity Fund Inc
          Strong Equity Funds II Inc
          Strong Discovery Fund Inc
          Strong International Equity Funds Inc
          Strong Balanced Fund Inc
          Strong Conservative Equity Funds Inc
          Strong Asia Pacific Fund Inc
          Strong Equity Funds Inc

Definitive Material — Rule 497
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 497         Growth Merger Sticker                                 17±    75K 

497 1st “Page” of 3 TOC ↑Top Previous Next ↓Bottom Just 1st
 
PLEASE FILE THIS STATEMENT OF ADDITIONAL INFORMATION
SUPPLEMENT WITH YOUR RECORDS. 

STRONG ASIA PACIFIC FUND
STRONG BALANCED FUND
 STRONG BLUE CHIP FUND
 STRONG DISCOVERY FUND
 STRONG DIVIDEND INCOME FUND
STRONG DOW 30 VALUE FUND
STRONG ENDEAVOR FUND
STRONG ENERGY FUND
STRONG ENTERPRISE FUND
STRONG GROWTH FUND
 STRONG GROWTH 20 FUND
 STRONG GROWTH AND INCOME FUND
STRONG LARGE CAP CORE FUND
STRONG LARGE CAP GROWTH FUND
STRONG LARGE COMPANY GROWTH FUND
 STRONG MID CAP DISCIPLINED FUND
 STRONG MULTI CAP VALUE FUND
 STRONG OPPORTUNITY FUND
STRONG OVERSEAS FUND
 STRONG SMALL COMPANY VALUE FUND
 STRONG SMALL/MID CAP VALUE FUND
 STRONG STRATEGIC VALUE FUND
STRONG TECHNOLOGY 100 FUND
STRONG U.S. EMERGING GROWTH FUND
 STRONG VALUE FUND

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

ALL FUNDS                                                                       
Effective  January 1, 2005, all references to the "Advisor" refer to Wells Fargo
Funds Management, LLC, and all references to "Sub-advisor" refer either to Wells
Capital Management Incorporated, Peregrine Capital Management, Inc., RCM Capital
Management  LLC,  New Star  Institutional  Managers  Limited,  or  Matrix  Asset
Advisors, Inc., as applicable.                                                  

Effective  January 1, 2005,  R. Michael  Parker and Dana J. Russart are added to
the Directors 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.                      
--------------------------- -------------------- --------------- ---------------------------------- ------------------

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,  Peregrine Capital Management,  Inc.,
         New Star Institutional Managers Limited,  Matrix Asset Advisors,  Inc.,
         or RCM Capital  Management LLC  ("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 each of the Sub-advisors 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-advisors  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  o  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 paragraphs are added to the "INVESTMENT
SUB-ADVISORS" section:                                                          

         Effective  January 1, 2005,  the  Advisor  has  engaged  Wells  Capital
         Management  Incorporated,   Peregrine  Capital  Management,  Inc.,  RCM
         Capital  Management LLC, New Star Institutional  Managers Limited,  and
         Matrix Asset Advisors, Inc., (individually a "Sub-advisor") to serve as
         investment  Sub-advisors  to the Funds as listed in the  tables  below.
         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,  the
       Sub-advisor is entitled to a fee based on the following fee schedule:

                                                        [Enlarge/Download Table]


---------------------------- ---------------------------------- -------------------------------- -----------
FUND                         SUB-ADVISOR                        FUND ASSETS                      FEE        
---------------------------- ---------------------------------- -------------------------------- -----------
                                                                                                            
Asia Pacific                 Wells Capital Management           $0-200 million                   0.45%      
                             Incorporated                       Over $200 million                0.35%      
---------------------------- ---------------------------------- -------------------------------- -----------
Balanced                     Wells Capital Management           $0-1,000 million                 0.25%      
                             Incorporated                       Over $1,000 million              0.20%      
---------------------------- ---------------------------------- -------------------------------- -----------
Discovery                    Wells Capital Management           $0-200 million                   0.35%      
Enterprise                   Incorporated                       Over $200 million                0.30%      
Mid Cap Disciplined                                                                                         
Multi Cap Value                                                                                             
Opportunity                                                                                                 
Small Company Value                                                                                         
Small/Mid Cap Value                                                                                         
U.S. Emerging Growth                                                                                        
---------------------------- ---------------------------------- -------------------------------- -----------
Dividend Income              Wells Capital Management           $0-200 million                   0.35%      
Dow 30 Value                 Incorporated                       Next $200 million                0.30%      
Endeavor                                                        Over $400 million                0.25%      
Energy                                                                                                      
Growth 20                                                                                                   
Growth                                                                                                      
Large Cap Growth                                                                                            
Large Company Growth                                                                                        
Strategic Value                                                                                             
---------------------------- ---------------------------------- -------------------------------- -----------
Blue Chip                    Peregrine Capital Management,      $0-25 million                    0.75%      
                             Inc.                               More than $25 million but less              
                                                                than or equal to $50 million     0.60%      
                                                                More than $50 million but less              
                                                                than or equal to $275 million    0.50%      
                                                                Greater than $275 million        0.30%      
---------------------------- ---------------------------------- -------------------------------- -----------
Overseas                     New Star Institutional Managers    $0-50 million                    0.35%      
                             Limited                            Next $500 million                0.29%      
                                                                Over $550 million                0.20%      
---------------------------- ---------------------------------- -------------------------------- -----------
Growth and Income            Matrix Asset Advisors, Inc.        $0-50 million                    0.20%      
Large Cap Core                                                  Over $50 million                 0.16%      
Value                                                                                                       
---------------------------- ---------------------------------- -------------------------------- -----------
Technology 100               RCM Capital Management LLC         N/A                              0.70%      
---------------------------- ---------------------------------- -------------------------------- -----------

Effective  January  1,  2005,  the  following   paragraph  is  added  under  the
"CUSTODIAN" section:                                                            

         Effective on or about February 18, 2005, for the Strong Blue Chip Fund,
         Strong  Technology  100 Fund,  and Strong U.S.  Emerging  Growth  Fund;
         February 25, 2005, for the Strong Asia Pacific Fund,  Strong  Small/Mid
         Cap Value Fund,  Strong Small Company Value Fund,  and Strong  Overseas
         Fund; March 4, 2005, for the Strong Discovery Fund,  Strong  Enterprise
         Fund,  Strong Large Cap Growth Fund,  Strong Mid Cap Disciplined  Fund,
         and Strong Opportunity Fund; and March 18, 2005 for the Strong Balanced
         Fund;  Wells Fargo Bank,  N.A.  will  become  custodian  of each Fund's
         assets and have custody of all securities and cash of the Fund, deliver
         and receive payment for securities sold, receive and pay for securities
         purchased,  collect income from investments,  and perform 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. 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:                                                

         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.                          

STRONG SMALL/MID CAP VALUE FUND                                                 
Effective  immediately,  the first investment policy under "Investment  Policies
and Techniques" on page 18 is deleted and replaced with the following:          

o        Under normal  conditions,  the Fund will invest at least 80% of its net
         assets in equity securities, including common stocks, preferred stocks,
         and securities  that are convertible  into common or preferred  stocks,
         such   as   warrants   and    convertible    bonds,   of   small-   and
medium-capitalization companies.                              

497 Last “Page” of 3 TOC 1st Previous Next ↓Bottom Just 3rd
STRONG GROWTH FUND                                                              
Effective  May 10, 2004,  the following is added to the "CDSC  Waivers"  section
beginning on page 128 in "APPENDIX C - SHARE CLASSES."                          

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.                                                             

STRONG LARGE COMPANY GROWTH FUND                                                
Effective June 7, 2004, the first investment policy under  "Investment  Policies
and Techniques" on page 15 is deleted and replaced with the following:          

o    Under  normal  conditions,  the Fund  will  invest  at least 80% of its net
     assets in securities of large-capitalization companies, which, for purposes
     of  this  Fund,   are  those   companies   with  a  market   capitalization
     substantially  similar to that of companies in the S&P 500 Composite  Stock
Price Index at the time of investment.                                

Effective  June  7,  2004,  the  second  and  sixth  investment  policies  under
"Investment Policies and Techniques" on page 15, as shown below, are deleted.   

o    Under  normal  conditions,  at least 60% of the Fund's  net assets  will be
     invested in  income-producing  equity securities,  consisting of common and
     preferred  stocks and  securities  convertible  into  common  stock  (e.g.,
convertible bonds and convertible preferred stocks).                  

o    The Fund expects to remain within 5% of the sector  allocation  proportions
in the Russell 1000 Growth Index on a weekly basis.                   

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

RT48479 01-05                                               GRWS105/WH4163 01-05

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Filing Submission 0000840519-05-000004 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Strong Large Cap Growth Fund Inc, et al. – ‘497’ on 1/3/05

On: Monday, 1/3/05, at 1:09pm ET · Effective: 1/3/05 · Accession #: 840519-5-4 · File #s: 2-73967, 2-73968, 2-99752, 33-01932, 33-17450, 33-45108, 33-61358, 33-70762, 33-70764

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