As filed with the Securities and Exchange Commission on or about April 27, 2000
Securities Act Registration No. 333-66647
Investment Company Act Registration No. 811-9091
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. __ [ ]
Post-Effective Amendment No. 3 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 4 [ X ]
(Check appropriate box or boxes)
STRONG LIFE STAGE SERIES, INC.
(Exact Name of Registrant as Specified in Charter)
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (414) 359-3400
Stephen J. Shenkenberg
Strong Capital Management, Inc.
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box).
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ X ] on May 1, 2000 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
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[Strong logo and picture of man and two children fishing]
prospectus
THE STRONG LIFE STAGE SERIES
May 1, 2000
The Strong Conservative Portfolio
The Strong Moderate Portfolio
The Strong Aggressive Portfolio
THE SECURITIES AND EXCHANGE COMMISSION (SEC) HAS NOT APPROVED OR DISAPPROVED OF
THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
1
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TABLE OF CONTENTS
YOUR INVESTMENT.................................................................
KEY INFORMATION.................................................................
What are the funds' goals?.....................................................1
What are the funds' principal investment strategies?...........................1
What are the main risks of investing in the funds?.............................5
What are the funds' fees and expenses?........................................10
Who are the funds' investment advisor and portfolio managers?................11
OTHER IMPORTANT INFORMATION YOU SHOULD KNOW...................................12
Comparing the Underlying Funds................................................12
Financial Highlights..........................................................17
YOUR ACCOUNT....................................................................
Share Price...................................................................21
Buying Shares.................................................................22
Selling Shares................................................................24
Additional Policies...........................................................27
Distributions.................................................................29
Taxes.........................................................................29
Services For Investors........................................................30
Reserved Rights...............................................................33
For More Information..................................................Back Cover
IN THIS PROSPECTUS, "WE" REFERS TO STRONG CAPITAL MANAGEMENT, INC., THE
ADMINISTRATOR AND TRANSFER AGENT FOR THE STRONG LIFE STAGE PORTFOLIOS. "FUND"
OR "FUNDS" REFERS TO THE LIFE STAGE PORTFOLIOS. "UNDERLYING FUND" OR
"UNDERLYING FUNDS" REFERS TO THE MUTUAL FUNDS IN WHICH THE STRONG LIFE STAGE
PORTFOLIOS INVEST.
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YOUR INVESTMENT
KEY INFORMATION
WHAT ARE THE FUNDS' GOALS?
STRONG CONSERVATIVE PORTFOLIO (Conservative Portfolio) seeks total return by
investing primarily for income and secondarily for capital growth.
STRONG MODERATE PORTFOLIO (Moderate Portfolio) seeks total return by investing
primarily for capital growth and secondarily for income.
STRONG AGGRESSIVE PORTFOLIO (Aggressive Portfolio) seeks capital growth.
WHAT ARE THE FUNDS' PRINCIPAL INVESTMENT STRATEGIES?
In order to achieve their investment objectives, the Conservative, Moderate,
and Aggressive Portfolios invest substantially all of their assets in a group
of Strong Funds (Underlying Funds). The funds have different allocations of
stocks, bonds, and cash (which is included in a fund's bond portion),
reflecting varying degrees of potential investment risk and reward. These
asset allocations provide you with three diversified, distinct options that can
meet a wide variety of investment needs. The pie charts below illustrate each
of the fund's expected stock and bond asset allocations.
CONSERVATIVE PORTFOLIO
[PIE CHART SHOWING BONDS 60% AND STOCKS 40%]
MODERATE PORTFOLIO
[PIE CHART SHOWING BONDS 60% AND STOCKS 60%]
3
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AGGRESSIVE PORTFOLIO
[PIE CHART SHOWING BONDS 20% AND STOCKS 80%]
The following table is intended to assist you in choosing a fund. You may
choose to invest in any of the funds based on your investment goals, investment
time horizons, personal risk tolerances, and financial circumstances.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PERSONAL
FUND INVESTMENT GOAL RISK TOLERANCE DESIGNED FOR
- ------------- ------------------- ----------------- -------------------------
Conservative Current income with Low to medium Investors who are
low to moderate approaching retirement
growth of capital or who are retired
- ------------- ------------------- ----------------- -------------------------
Moderate Low to moderate Medium to high Middle-aged investors
growth of capital who are saving for
with some current retirement and who plan
income to retire in their 60s
- ------------- ------------------- ----------------- -------------------------
Aggressive Medium to high High Younger investors who
growth of capital are saving for retirement
with very low and who plan to retire in
current income their 60s
</TABLE>
Each fund invests substantially all of its assets in a select group of Strong
Funds as shown below.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
UNDERLYING FUNDS* CONSERVATIVE MODERATE AGGRESSIVE
- ----------------------------- ------------- ------------- -------------
Strong Growth 10% 15% 20%
Strong Growth and Income 10% 15% 20%
Strong Blue Chip 100 10% 15% 20%
Strong Common Stock 10% 15% 20%
- ----------------------------- ------------- ------------- -------------
Strong Advantage 20% 10% None
Strong Short-Term Bond 30% 15% 5%
Strong Government Securities 5% 10% 10%
Strong Heritage Money ** 5% 5% 5%
</TABLE>
* INVESTED IN INVESTOR CLASS SHARES ONLY.
** THE FUNDS MAY INVEST IN EITHER INVESTOR CLASS SHARES OF THE HERITAGE MONEY
FUND OR IN CASH-TYPE SECURITIES (HIGH-QUALITY, SHORT-TERM DEBT SECURITIES
ISSUED BY CORPORATIONS, BANKS, AND OTHER FINANCIAL INSTITUTIONS).
As a result of market gains or losses, the percentage of a fund's assets
invested in stocks or bonds may exceed or be less than the asset allocation
models shown above. We will rebalance a fund's assets among the Underlying
Funds in accordance with the fund's asset allocation model once a calendar
quarter. We may also rebalance a fund's assets more frequently than quarterly
if, for example, market fluctuations or other conditions cause the fund's
assets to significantly depart from the asset allocations shown above.
Also, the funds may not move their portfolios to cash as a temporary defensive
position. However, some of the Underlying Funds may invest a portion or all of
their assets in cash or cash-type securities as a temporary defensive position
to avoid losses during adverse market conditions. This could reduce the
benefit to the Underlying Funds
4
<PAGE>
and the funds if the market goes up. In this case, the Underlying Funds and
the funds may not achieve their investment goals.
The Board of Directors of the funds may (1) change a fund's asset allocation
model or (2) for any reason, replace an Underlying Fund with another Strong
Fund. The Board of Directors may take this action without shareholder vote.
A fund's annual portfolio turnover rate is not expected to exceed 50% annually.
A portfolio turnover rate of 50% would occur if one half of a fund's
investments were sold within a year. A fund will purchase or sell shares of
the Underlying Funds to (1) accommodate purchases and sales of fund shares,
(2) maintain or modify the asset allocation model of the fund's assets between
the current Underlying Funds, or (3) replace an Underlying Fund with another
Strong Fund.
A fund's annual portfolio turnover rate may exceed 50% annually if the fund's
Board of Directors (1) reallocates a fund's assets among its Underlying Funds
or (2) replaces an Underlying Fund with another Strong Fund. If one or both of
these situations were to occur, a fund's annual portfolio turnover rate
generally would not exceed 100%. However, the Board of Directors believes
this will happen infrequently and only for good cause.
The funds indirectly bear the expenses caused by the portfolio turnover of the
Underlying Funds. High portfolio turnover among the Underlying Funds involves
correspondingly greater expenses to a fund. These expenses include brokerage
commissions, dealer mark-ups, and other transaction costs on the sale of
securities and reinvestments in other securities. Fund shareholders may also
directly or indirectly bear expenses caused by taxable capital gains realized
from the sales of securities held by the funds and the Underlying Funds. Fund
shareholders incur greater portfolio turnover expenses than investors who
invest directly in the Underlying Funds because investors in the Conservative,
Moderate, and Aggressive Portfolios incur portfolio turnover expenses at both
the fund and Underlying Fund levels, which may reduce the funds' performance.
WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUNDS?
The main risks of the funds depend on the main risks of the Underlying Funds.
This chart illustrates the main risks of the Underlying Funds. To determine
how much each fund is subject to the risks below, please refer to the table on
page 3 to see what proportion of the fund's assets are invested in each
Underlying Fund.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
VALUE- AND MORTGAGE-
GENERAL GROWTH SMALLER AND AND ASSET
UNDERLYING STOCK STYLE BOND FOREIGN MEDIUM HIGH- YIELD BACKED
FUNDS RISKS INVESTING RISKS SECURITIES COMPANIES SECURITIES SECURITIES
- ----------------- -------- ---------- ---------- ---------- ----------- ----------- ----------
Growth X X X X
- ----------------- -------- ---------- ---------- ---------- ----------- ----------- ----------
Growth and X X
Income
- ----------------- -------- ---------- ---------- ---------- ----------- ----------- ----------
Blue Chip X X**
100
- ----------------- -------- ---------- ---------- ---------- ----------- ----------- ----------
Common X X X X
Stock
- ----------------- -------- ---------- ---------- ---------- ----------- ----------- ----------
Advantage X X X X
- ----------------- -------- ---------- ---------- ---------- ----------- ----------- ----------
Short-Term X X X X
Bond
- ----------------- -------- ---------- ---------- ---------- ----------- ----------- ----------
Government X X** X
Securities
- ----------------- -------- ---------- ---------- ---------- ----------- ----------- ----------
Heritage
Money *
- ----------------- -------- ---------- ---------- ---------- ----------- ----------- ----------
</TABLE>
* YOUR INVESTMENT IN THE HERITAGE MONEY FUND IS NOT INSURED OR GUARANTEED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY OTHER GOVERNMENT
AGENCY. THE FUND'S GOAL IS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00
PER SHARE. HOWEVER, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THIS FUND.
5
<PAGE>
** THE BLUE CHIP 100 FUND MAY INVEST IN DOLLAR-DENOMINATED FOREIGN SECURITIES
TO THE EXTENT THAT THEY ARE ISSUED BY THE 100 LARGEST MARKET CAPITALIZATION
COMPANIES PRIMARILY TRADED IN THE U.S. THE GOVERNMENT SECURITIES FUND MAY ONLY
INVEST IN DOLLAR-DENOMINATED FOREIGN SECURITIES.
GENERAL STOCK RISKS: Funds that invest in the stock market may experience
sudden, unpredictable declines in value, as well as periods of poor
performance. Because stock values go up and down, the value of the Underlying
Fund's shares may go up and down. Therefore, when you sell your investment,
you may receive more or less money than you originally invested.
VALUE- AND GROWTH-STYLE INVESTING: Different types of stocks tend to shift
into and out of favor with stock market investors depending on market and
economic conditions. Because the GROWTH FUND and COMMON STOCK FUND focus on
either value- or growth-style stocks, each of these Underlying Fund's
performance may at times be better or worse than the performance of stock funds
that focus on other types of stocks or that have a broader investment style.
BOND RISKS: A bond's market value is affected significantly by changes in
interest rates-generally, when interest rates rise, the bond's market value
declines and when interest rates decline, its market value rises (interest-rate
risk). Generally, the longer a bond's maturity, the greater the risk and the
higher its yield. Conversely, the shorter a bond's maturity, the lower the risk
and the lower its yield (maturity risk). A bond's value can also be affected by
changes in the bond's credit quality rating or its issuer's financial condition
(credit-quality risk). Because bond values fluctuate, the Underlying Fund's
share price fluctuates. So, when you sell your investment, you may receive
more or less money than you originally invested.
FOREIGN SECURITIES: Foreign investments involve additional risks, including
currency-rate fluctuations, political and economic instability, differences in
financial reporting standards, and less-strict regulation of securities
markets.
SMALLER AND MEDIUM COMPANIES: Small- and medium-capitalization companies often
have narrower markets and more limited managerial and financial resources than
larger, more established companies. As a result, their performance can be more
volatile and they face greater risk of business failure, which could increase
the volatility of the Underlying Funds' portfolios. Generally, the smaller the
company size, the greater these risks.
HIGH-YIELD BONDS: Some of the Underlying Funds invest in medium- and
lower-quality bonds, including high-yield bonds (commonly referred to as junk
bonds). Lower-quality bonds involve greater interest-rate and credit-quality
risks than higher- and medium-quality bonds. High-yield bonds possess an
increased possibility that the bond's issuer may not be able to make its
payments of interest and principal. If that happens, the Underlying Fund's
share price would decrease and its income distributions would be reduced. An
economic downturn or period of rising interest rates could adversely affect the
high-yield bond market and reduce the Underlying Fund's ability to sell its
high-yield bonds (liquidity risk). A lack of a liquid market for these bonds
could decrease the Underlying Fund's share price.
MORTGAGE- AND ASSET-BACKED SECURITIES: Mortgage-backed and asset-backed
securities are subject to prepayment risk, which is the risk that the borrower
will prepay some or all of the principal owed to the issuer. If that happens,
the Underlying Fund may have to replace the security by investing the proceeds
in a less attractive security. This could reduce the Underlying Fund's share
price and its income distributions.
The funds are appropriate for investors who are comfortable with the risks
described here. The Conservative Portfolio is appropriate for investors whose
financial goals are three or more years in the future. The Moderate and
Aggressive Portfolios are appropriate for investors whose financial goals are
five or more years in the future. The funds are not appropriate for investors
concerned primarily with principal stability.
The return information on the following page gives some indication of the risks
of investing in the funds by comparing each fund's performance with a broad
measure of market performance. Please keep in mind that the past performance of
a fund does not represent how it will perform in the future. The information
assumes that you reinvested all dividends and distributions.
CALENDAR YEAR TOTAL RETURNS
6
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Year Conservative Moderate Aggressive
1999 20.3% 26.6% 37.8%
</TABLE>
BEST AND WORST QUARTERLY PERFORMANCE
(DURING THE PERIOD SHOWN ABOVE)
<TABLE>
<CAPTION>
<S> <C> <C>
FUND NAME BEST QUARTER RETURN WORST QUARTER RETURN
- ------------- ------------------- ---------------------
Conservative 12.8% (4th Q 1999) -1.1% (3rd Q 1999)
Moderate 18.8% (4th Q 1999) -2.1% (3rd Q 1999)
Aggressive 25.0% (4th Q 1999) -2.8% (3rd Q 1999)
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
AS OF 12-31-99
FUND/INDEX 1-YEAR SINCE INCEPTION
CONSERVATIVE 20.27% 20.27% (12-31-98)
S&P 500 Stock Index 21.04% 21.04%
MODERATE 26.65% 26.65% (12-31-98)
S&P 500 Stock Index 21.04% 21.04%
AGGRESSIVE 37.77% 37.77% (12-31-98)
S&P 500 Stock Index 21.04% 21.04%
THE S&P 500 STOCK INDEX IS AN UNMANAGED INDEX GENERALLY REPRESENTATIVE OF THE
U.S. STOCK MARKET.
WHAT ARE THE FUNDS' FEES AND EXPENSES?
This section describes the fees and expenses that you may pay if you buy and
hold shares of the funds.
SHAREHOLDER FEES
(fees paid directly from your investment)
The funds are 100% no-load, so you pay no sales charges (loads) to buy or sell
shares.
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
The costs of operating each fund are deducted from fund assets, which means you
pay them indirectly. These costs are deducted before computing the daily share
price or making distributions. As a result, they don't appear on your account
statement, but instead reduce the total return you receive from your
investment.
The following table summarizes the expenses of each fund. You should keep in
mind that shareholders of each fund bear INDIRECTLY the expenses of the
Underlying Funds in which the funds invest. The funds will indirectly bear
their pro rata share of the fees and expenses (including management fees)
incurred by the Underlying Funds that are borne by all Underlying Fund
shareholders. The investment returns of each fund, then, will be net of that
fund's share of the expenses of the Underlying Funds in which the fund is
invested. See "Other Important Information You Should Know" for more
information on the expenses of each Underlying Fund.
ANNUAL FUND OPERATING EXPENSES* (AS A PERCENT OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
UNDERLYING TOTAL ANNUAL FEE WAIVERS
MANAGEMENT OTHER FUND OPERATING AND/OR NET FUND
FUND FEE EXPENSES EXPENSES** EXPENSES ABSORPTIONS*** EXPENSES
- ------------ ----------
Conservative NONE 1.51% 0.93% 2.44% 1.26% 1.18%
Moderate NONE 0.63% 1.00% 1.63% 0.38% 1.25%
Aggressive NONE 1.57% 1.07% 2.64% 1.32% 1.32%
</TABLE>
7
<PAGE>
* THE EXPENSES ASSOCIATED WITH INVESTING IN A "FUND OF FUNDS," SUCH AS THE
CONSERVATIVE, MODERATE, AND AGGRESSIVE PORTFOLIOS, ARE GENERALLY HIGHER THAN
THOSE OF MUTUAL FUNDS THAT DO NOT INVEST PRIMARILY IN OTHER MUTUAL FUNDS. THIS
IS BECAUSE SHAREHOLDERS IN A FUND OF FUNDS INDIRECTLY PAY A PORTION OF THE FEES
AND EXPENSES CHARGED AT THE UNDERLYING FUND LEVEL.
** UNDERLYING FUND EXPENSES DO NOT REFLECT OUR WAIVER OF MANAGEMENT FEES
AND/OR ABSORPTIONS. WITH WAIVERS AND ABSORPTIONS FOR THE HERITAGE MONEY FUND,
THE UNDERLYING FUND EXPENSES FOR THE CONSERVATIVE, MODERATE, AND AGGRESSIVE
PORTFOLIOS ARE 0.92%, 0.99%, AND 1.06%, RESPECTIVELY. WE CAN TERMINATE THIS
WAIVER AND ABSORPTION AT ANY TIME.
*** WE HAVE CONTRACTUALLY AGREED TO WAIVE OUR ADMINISTRATIVE FEES AND/OR ABSORB
EXPENSES FOR THE FUNDS UNTIL JANUARY 1, 2001 TO KEEP OTHER EXPENSES AT NO MORE
THAN 0.25%.
EXAMPLE: This example is intended to help you compare the cost of investing in
the fund, before any waivers and absorptions, with the cost of investing in
other mutual funds. The example assumes that you invest $10,000 in the fund and
reinvest all dividends and distributions for the time periods indicated, and
then redeem all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:
<TABLE>
<CAPTION>
<S> <C> <C>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------ ------ ------- ------- --------
Conservative $247 $761 $1,301 $2,776
Moderate $166 $514 $887 $1,933
Aggressive $267 $820 $1,400 $2,973
</TABLE>
WHO ARE THE FUNDS' INVESTMENT ADVISOR AND PORTFOLIO MANAGERS?
The Board of Directors of each fund is responsible for managing its business
and affairs. Because the funds invest all of their assets in the Underlying
Funds, they do not have their own investment advisor or portfolio managers.
The Underlying Funds' investment advisor is Strong Capital Management, Inc.
(Strong). Strong provides investment management services for mutual funds and
other investment portfolios representing assets, as of March 31, 2000, of over
$45 billion. Strong began conducting business in 1974. Since then, its
principal business has been providing investment advice for individuals and
institutional accounts, such as pension and profit-sharing plans, as well as
mutual funds, several of which are available through variable insurance
products. Strong's address is P.O. Box 2936, Milwaukee, WI 53201.
For information on the portfolio managers of the Underlying Funds, please see
the prospectuses of the Underlying Funds, which are available free of charge by
calling 800-368-3863.
OTHER IMPORTANT INFORMATION YOU SHOULD KNOW
COMPARING THE UNDERLYING FUNDS
INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES. The following table
will help you distinguish the investment objective and principal investment
strategy of each Underlying Fund. For a complete description of these
Underlying Funds, please see the prospectuses of the Underlying Funds, which
are available free of charge by calling 800-368-3863.
<TABLE>
<CAPTION>
<S> <C> <C>
UNDERLYING
FUND INVESTMENT OBJECTIVE PRINCIPAL INVESTMENT STRATEGY SUMMARY
- ----------------------------------------------------------------------------------------
Growth Capital growth Focuses on stocks of companies that its
manager believes have favorable prospects
for accelerating growth of earnings but
are selling at reasonable valuations based
on earnings, cash flow, or asset value.
The portfolio can include stocks of any size.
- ----------------------------------------------------------------------------------------
Growth and High total return by investing Focuses primarily on the stocks of large-
Income for capital growth and capitalization, dividend-paying U.S. companies
income that also offer potential for capital growth.
To choose investments, the manager evaluates
domestic and international economic conditions
and events. He then identifies stocks in those
sectors that appear likely to benefit from those
conditions, and avoids those that appear likely
to suffer. The manager's philosophy is to remain
fully invested in stocks, despite market fluctuations.
- ------------------------------------------------------------------------------------------------
Blue Chip 100 Total return by investing Invests in the common stocks of the 100 largest
for capital growth and market capitalization companies primarily traded
income in the U.S. as determined by the fund's manager.
Half of the fund's assets are invested in these stocks
in proportion to size. The other half of the fund's
assets are selectively invested in 20 to 30 of those
same 100 companies that the fund's manager believes
offer greater return potential.
- --------------------------------------------------------------------------------------------------
Common Stock Capital growth Invests at least 65% of its assets in stocks of small-
and medium-capitalization companies that the fund's
manager believes are underpriced, yet have attractive
growth prospects. The manager bases his analysis on a
company's "private market value" - the price an
investor would be willing to pay for the entire company
given its management, financial health, and growth
potential. The manager determines a company's private
market value based on a fundamental analysis of a
company's cash flows, asset valuations, competitive
situation, and franchise value.
- --------------------------------------------------------------------------------------------------
Advantage Current income with a very Invests primarily in very short-term, corporate, and
low degree of share-price mortgage- and asset-backed bonds. The fund invests
fluctuation primarily in higher- and medium-quality bonds. To
enhance its return potential, the fund also invests
portion of its assets in bonds that have longer
maturities or are of lower-quality (high-yield or
junk bonds), though it may not invest in bonds rated
below BB. The managers focus on high-yield bonds
rated BB with positive or improving credit
fundamentals. To help limit changes in share price,
the fund's average maturity is usually one year or less.
- --------------------------------------------------------------------------------------------------
Short-Term Total return by investing Invests primarily in short- and intermediate-term
Bond for a high level of current corporate, mortgage- and asset-backed, and U.S.
income with a low degree government (and its agencies) bonds. The fund invests
of share-price fluctuation primarily in higher- and medium-quality bonds. The
fund's dollar-weighted average maturity will normally
be between one and three years. The fund may also
invest a portion of its assets in lower-quality, high-
yield bonds. The managers focus primarily on high-yield
bonds rated BB with positive or improving credit
fundamentals.
- --------------------------------------------------------------------------------------------------
Government Total return by investing Invests primarily in higher-quality bonds issued by the
Securities for a high level of current U.S. government or its agencies. The fund's dollar-
current income with a weighted average maturity will normally be between five
moderate degree of share- and ten years.
price fluctuation
- --------------------------------------------------------------------------------------------------
Heritage Current income, a stable Managed to provide attractive yields and a stable share
Money* share price, and daily price of $1.00. The fund invests in a portfolio of
liquidity high-quality, short-term debt securities issued by
corporations, banks, and other financial institutions.
- --------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
*YOUR INVESTMENT IN THE HERITAGE MONEY FUND IS NOT INSURED NOR GUARANTEED BY
THE FDIC OR ANY OTHER GOVERNMENT AGENCY. THE FUND'S GOAL IS TO PRESERVE THE
VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE. HOWEVER, IT IS POSSIBLE TO LOSE
MONEY BY INVESTING IN THIS FUND.
PERFORMANCE. The past performance of the Underlying Funds is shown below.
These results are historical and do not represent the future results of the
Underlying Funds. Each fund invests in the Underlying Funds, so the
performance of a fund will reflect the performance of the Underlying Funds in
which it invests. However, because the funds also incur their own direct
expenses, the funds' performance will be less than the weighted average of the
returns of the Underlying Funds in which they invest.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AVERAGE ANNUAL TOTAL RETURNS
AS OF 12/31/99
UNDERLYING FUND* 1-YEAR 3-YEAR 5-YEAR 10-YEAR SINCE INCEPTION
- --------------------- ------ ------ ------ ------- --------------------------------------
Growth 75.06% 38.32% 34.86% -- 31.75% (12-31-93)
Growth and Income 32.23% 31.85% -- -- 31.87% (12-29-95)
Blue Chip 100 38.88% -- -- -- 36.40% (6-30-97)
Common Stock 40.35% 22.88% 24.24% -- 21.59% (12-29-89)
Advantage 5.27% 5.51% 6.14% 6.77% 7.04% (11-25-88)
Short-Term Bond 4.25% 5.43% 6.98% 6.85% 7.30% (8-31-87)
Government Securities -1.09% 5.27% 7.54% 8.05% 8.09% (10-29-86)
Heritage Money 4.96% 5.35% -- -- 5.52% (6-29-95)
</TABLE>
*INVESTOR CLASS SHARES ONLY
AVERAGE ANNUAL TOTAL RETURN AND TOTAL RETURN MEASURE CHANGE IN THE VALUE OF AN
INVESTMENT IN AN UNDERLYING FUND, ASSUMING REINVESTMENT OF DIVIDENDS AND
CAPITAL GAINS. AVERAGE ANNUAL TOTAL RETURN REFLECTS ANNUALIZED CHANGE, WHILE
TOTAL RETURN REFLECTS AGGREGATE CHANGE AND IS NOT ANNUALIZED. INVESTMENT
RETURNS AND PRINCIPAL VALUE VARY, AND THE UNDERLYING FUND MAY HAVE A GAIN OR
LOSS.
EXPENSES. The following table gives expense information for the Underlying
Funds as of December 31, 1999. Shareholders in a "fund of funds", such as the
Conservative, Moderate, and Aggressive Portfolios, pay expenses at both the
fund and Underlying Fund level. Because of this, the expenses associated with
investing in the funds may be higher than those of funds that do not invest
primarily in other mutual funds.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
TOTAL ANNUAL FUND
UNDERLYING FUND* MANAGEMENT FEE OTHER EXPENSES OPERATING EXPENSES
- ---------------------- -------------- -------------- ------------------
Growth 1.00% 0.24% 1.24%
Growth and Income 0.80% 0.25% 1.05%
Blue Chip 100 0.75% 0.30% 1.05%
Common Stock 1.00% 0.17% 1.17%
- ---------------------- -------------- -------------- ------------------
Advantage 0.35% 0.38% 0.73%
Short-Term Bond 0.375% 0.46% 0.84%
Government Securities 0.35% 0.60% 0.95%
Heritage Money 0.50% 0.07% 0.57%**
</TABLE>
*INVESTOR CLASS SHARES ONLY
**TOTAL OPERATING EXPENSES DO NOT REFLECT OUR WAIVER OF MANAGEMENT FEES AND/OR
ABSORPTION OF EXPENSES. WITH WAIVERS AND/OR ABSORPTIONS, THE TOTAL ANNUAL FUND
OPERATING EXPENSES OF THE HERITAGE MONEY FUND WERE 0.38%. WE CAN TERMINATE
WAIVERS AND ABSORPTIONS FOR THIS FUND AT ANY TIME.
FINANCIAL HIGHLIGHTS
This information describes investment performance for the period shown.
Certain information reflects financial results for a single fund share
outstanding for the entire period. "Total return" shows how much your
investment in the fund would have increased (or decreased) during each period,
assuming you had reinvested all dividends and
10
<PAGE>
distributions. These figures have been audited by PricewaterhouseCoopers LLP,
whose report, along with the fund's financial statements, is included in the
fund's annual report.
<TABLE>
<CAPTION>
<S> <C>
STRONG CONSERVATIVE PORTFOLIO
Dec. 31,
SELECTED PER-SHARE DATA(a) 1999
Net Asset Value, Beginning of Period $10.00
Income From Investment Operations:
Net Investment Income 0.28
Net Realized and Unrealized Gains on Investments 1.72
Total from Investment Operations 2.00
Less Distributions:
From Net Investment Income (0.19)
From Net Realized Gains (0.35)
Total Distributions (0.54)
Net Asset Value, End of Period $11.46
RATIOS AND SUPPLEMENTAL DATA
Total Return +20.3%
Net Assets, End of Period (In Thousands) $13,347
Ratio of Expenses to Average Net Assets
without Waivers and Absorptions 1.5%
Ratio of Expenses to Average Net Assets 0.0%
Ratio of Net Investment Income to Average Net Assets 3.7%
Portfolio Turnover Rate 53.7%
</TABLE>
(a) Information presented relates to a share of capital stock of the
portfolio outstanding for the entire period.
<TABLE>
<CAPTION>
<S> <C>
STRONG MODERATE PORTFOLIO
Dec. 31,
SELECTED PER-SHARE DATA(a) 1999
Net Asset Value, Beginning of Period $10.00
Income From Investment Operations:
Net Investment Income 0.17
Net Realized and Unrealized Gains on Investments 2.49
Total from Investment Operations 2.66
Less Distributions:
From Net Investment Income (0.16)
From Net Realized Gains (0.42)
Total Distributions (0.58)
Net Asset Value, End of Period $12.08
RATIOS AND SUPPLEMENTAL DATA
Total Return +26.7%
Net Assets, End of Period (In Thousands) $26,606
Ratio of Expenses to Average Net Assets
without Waivers and Absorptions 0.6%
Ratio of Expenses to Average Net Assets 0.0%
Ratio of Net Investment Income to Average Net Assets 2.3%
Portfolio Turnover Rate 35.0%
</TABLE>
(a) Information presented relates to a share of capital stock of the
portfolio outstanding for the entire period.
<TABLE>
<CAPTION>
<S> <C>
STRONG AGGRESSIVE PORTFOLIO
Dec. 31,
SELECTED PER-SHARE DATA(a) 1999
Net Asset Value, Beginning of Period $10.00
Income From Investment Operations:
Net Investment Income 0.09
Net Realized and Unrealized Gains on Investments 3.69
Total from Investment Operations 3.78
Less Distributions:
From Net Investment Income (0.07)
From Net Realized Gains (0.63)
Total Distributions (0.70)
Net Asset Value, End of Period $13.08
RATIOS AND SUPPLEMENTAL DATA
Total Return +37.8%
Net Assets, End of Period (In Thousands) $9,038
Ratio of Expenses to Average Net Assets
without Waivers and Absorptions 1.6%
Ratio of Expenses to Average Net Assets 0.0%
Ratio of Net Investment Income to Average Net Assets 1.1%
Portfolio Turnover Rate 18.5%
</TABLE>
(a) Information presented relates to a share of capital stock of the
portfolio outstanding for the entire period.
YOUR ACCOUNT
SHARE PRICE
Your transaction price for buying, selling, or exchanging shares is the net
asset value per share (NAV). NAV is generally calculated as of the close of
trading on the New York Stock Exchange (usually 3:00 p.m. Central Time) every
day the NYSE is open. If the NYSE closes at any other time, or if an emergency
exists, NAV may be calculated at a different time. Your share price will be
the next NAV calculated after we accept your order.
Each fund's NAV is calculated by taking the fair value of its total assets,
subtracting all of its liabilities, and dividing by the total number of shares
outstanding. Expenses are accrued daily and applied when determining NAV.
This pricing calculation is made by appraising each fund's underlying
investments (i.e., the underlying Strong Funds) at the price of each such fund
determined at the close of the NYSE. If market prices are not available, NAV
is based on a security's fair value as determined in good faith by us under the
supervision of the Board of Directors of the Strong Funds.
((Side Box))
<TABLE>
<CAPTION>
<S> <C>
We determine the share price or NAV by dividing net assets
(the value of its investments, cash, and other assets minus
the liabilities) by the number of shares outstanding.
- -----------------------------------------------------------
</TABLE>
BUYING SHARES
INVESTMENT MINIMUMS: When buying shares, you must meet the following investment
minimum requirements.
<TABLE>
<CAPTION>
<S> <C> <C>
INITIAL INVESTMENT MINIMUM ADDITIONAL INVESTMENT MINIMUM
- ---------------------------------------- ----------------------------- -----------------------------
Regular accounts $2,500 $50
- ---------------------------------------- ----------------------------- -----------------------------
Education IRA accounts $500 $50
- ---------------------------------------- ----------------------------- -----------------------------
Other IRAs and UGMA/UTMA $250 $50
accounts
- ---------------------------------------- ----------------------------- -----------------------------
SIMPLE IRA, SEP-IRA, 403(b)(7), the lesser of $250 or $25 per $50
Keogh, Pension Plan, and Profit Sharing month
accounts
- ---------------------------------------- ----------------------------- -----------------------------
</TABLE>
PLEASE REMEMBER ...
- - If you use an Automatic Investment Plan, we waive the initial investment
minimum to open an account and the additional investment minimum is $50.
- - You cannot use an Automatic Investment Plan with an Education IRA.
- - If you open a qualified retirement plan account where we or one of our
alliance partners provides administrative services, there is no initial
investment minimum.
BUYING INSTRUCTIONS
You can buy shares in several ways.
11
<PAGE>
MAIL
You can open or add to an account by mail with a check made payable to Strong.
Send it to the address listed on the back of this prospectus, along with your
account application (for a new account) or an Additional Investment Form (for
an existing account).
EXCHANGE OPTION
Sign up for the exchange option when you open your account. To add this
option to an existing account, visit the Investor Services area at
WWW.ESTRONG.COM or call 800-368-3863 for a Shareholder Account Options Form.
((Side Box))
QUESTIONS?
Call 800-368-3863
24 hours a day
7 days a week
EXPRESS PURCHASESM
You can make additional investments to your existing account directly from
your bank account. If you didn't establish this option when you opened your
account, visit the Investor Services area at WWW.ESTRONG.COM or call us at
800-368-3863 for a Shareholder Account Options Form.
STRONG DIRECT(R)
You can use Strong Direct(R) to add to your investment from your bank account
or to exchange shares between Strong Funds by calling 800-368-7550. See
"Services for Investors" for more information.
STRONG NETDIRECT(R)
You can use Strong netDirect(R) at WWW.ESTRONG.COM to add to your investment
from your bank account or to exchange shares between Strong Funds. See
"Services for Investors" for more information.
INVESTOR CENTERS
You can visit our Investor Center in Menomonee Falls, Wisconsin, near
Milwaukee. Call 800-368-3863 for hours and directions, or for the location of
our other Investor Centers.
WIRE
Call 800-368-3863 for instructions before wiring funds either to open or add
to an account. This helps to ensure that your account will be credited
promptly and correctly.
AUTOMATIC INVESTMENT SERVICES
See "Services for Investors" for detailed information on all of our automatic
investment services. You can sign up for these plans when you open your
account or you can add them later by visiting the Investor Services area at
WWW.ESTRONG.COM or by calling 800-368-3863 for the appropriate form.
BROKER-DEALER
You may purchase shares through a broker-dealer or other intermediary who may
charge you a fee. Broker-dealers, including the fund's distributor, and other
intermediaries may also from time to time sponsor or participate in promotional
programs pursuant to which investors receive incentives for establishing with
the broker-dealer or intermediary an account and/or for purchasing shares of
the Strong Funds through the account(s). Investors should contact the
broker-dealer or intermediary and consult the Statement of Additional
Information for more information about promotional programs.
PLEASE REMEMBER . . .
We only accept checks payable to Strong.
12
<PAGE>
- - We do not accept cash, third-party checks, credit card convenience checks, or
checks drawn on banks outside the U.S.
- - You will be charged $20 for every check, wire, or Electronic Funds Transfer
returned unpaid.
SELLING SHARES
You can access the money in your account by selling (also called redeeming)
some or all of your shares by one of the methods below. After your redemption
request is accepted, we normally send you the proceeds on the next business
day.
SELLING INSTRUCTIONS
You can sell shares in several ways.
MAIL
Write a letter of instruction. It should specify your account number, the
dollar amount or number of shares you wish to redeem, the names and signatures
of the owners (or other authorized persons), and your mailing address. Then,
mail it to the address listed on the back of this prospectus.
REDEMPTION OPTION
Sign up for the redemption option when you open your account or add it later
by visiting the Investor Services area at WWW.ESTRONG.COM, or by calling
800-368-3863 to request a Shareholder Account Options Form. With this option,
you may sell shares by phone or via the Internet and receive the proceeds in
one of three ways:
(1) We can mail a check to your account's address. Checks will not be
forwarded by the Postal Service, so please notify us if your address has
changed.
(2) We can transmit the proceeds by Electronic Funds Transfer to a
properly pre-authorized bank account. The proceeds usually will arrive at your
bank two banking days after we process your redemption.
(3) For a $10 fee, we can transmit the proceeds by wire to a properly
pre-authorized bank account. The proceeds usually will arrive at your bank the
first banking day after we process your redemption.
STRONG DIRECT(R)
You can redeem shares through Strong Direct(R) at 800-368-7550. See "Services
for Investors" for more information.
STRONG NETDIRECT(R)
You can use Strong netDirect(R) at WWW.ESTRONG.COM, to redeem shares. See
"Services for Investors" for more information.
INVESTOR CENTERS
You can visit our Investor Center in Menomonee Falls, Wisconsin, near
Milwaukee. Call 800-368-3863 for hours and directions, or for the location of
our other Investor Centers.
AUTOMATIC INVESTMENT SERVICES
You can set up automatic withdrawals from your account at regular intervals.
See "Services for Investors" for detailed information on all of our automatic
investment services. You can sign up for these plans when you open your
account, or you can add them later by visiting the Investor Services area at
WWW.ESTRONG.COM or by calling 800-368-3863 for the appropriate form.
BROKER-DEALER
You may sell shares through a broker-dealer or other intermediary who may
charge you a fee.
13
<PAGE>
PLEASE REMEMBER ...
- - If you recently purchased shares, a redemption request on those shares
generally will not be honored until 10 days after we receive the purchase
check or electronic transaction.
- - Some transactions and requests require a signature guarantee.
- - If you are selling shares you hold in certificate form, you must submit the
certificates with your redemption request. Each registered owner must sign
the certificates and all signatures must be guaranteed.
- - With an IRA (or other retirement account), you will be charged (1) a $10
annual account maintenance fee for each account up to a maximum of $30 and
(2) a $50 fee for transferring assets to another custodian or for closing an
account.
- - If you sell shares out of a non-IRA retirement account and you are eligible
to roll the sale proceeds into another retirement plan, we will withhold for
federal income tax purposes a portion of the sale proceeds unless you
transfer all of the proceeds to an eligible retirement plan.
((Side Box))
There may be special distribution requirements that apply to retirement
accounts. For instructions on:
- - Roth and Traditional IRA accounts, call
800-368-3863, and
- - SIMPLE IRA, SEP-IRA , 403(b)(7), Keogh, Pension Plan, Profit Sharing Plan, or
401(k) Plan accounts, call 800-368-2882.
((Side Box))
<TABLE>
<CAPTION>
<S> <C>
SIGNATURE GUARANTEES help ensure that major
transactions or changes to your account are in fact
authorized by you. For example, we require a
signature guarantee on written redemption requests
for more than $50,000. You can obtain a signature
guarantee for a nominal fee from most banks,
brokerage firms, and other financial institutions. A
notary public stamp or seal cannot be substituted
for a signature guarantee.
- -----------------------------------------------------
</TABLE>
ADDITIONAL POLICIES
TELEPHONE AND INTERNET TRANSACTIONS
We use reasonable procedures to confirm that telephone and Internet transaction
requests are genuine. We may be responsible if we do not follow these
procedures. You are responsible for losses resulting from fraudulent or
unauthorized instructions received over the telephone or by computer, provided
we reasonably believe the instructions were genuine. To safeguard your account,
please keep your Strong Direct(R) and Strong netDirect(R) passwords
confidential. Contact us immediately if you believe there is a discrepancy
between a transaction you performed and the confirmation statement you
received, or if you believe someone has obtained unauthorized access to your
account or password.
During times of unusual market activity, our phones may be busy and you may
experience a delay placing a telephone request. During these times, consider
trying Strong Direct(R), our 24-hour automated telephone system, by calling
800-368-7550, or Strong netDirect(R), our on-line transaction center, by
visiting WWW.ESTRONG.COM. Please remember that you must have telephone
redemption as an option on your account to redeem shares through Strong
Direct(R) or Strong netDirect(R).
14
<PAGE>
INVESTING THROUGH A THIRD PARTY
If you invest through a third party (rather than directly with Strong), the
policies and fees may be different than described in this prospectus. Banks,
brokers, 401(k) plans, financial advisors, and financial supermarkets may
charge transaction fees and may set different minimum investments or
limitations on buying or selling shares. Consult a representative of your
plan or financial institution if you are not sure.
EXCHANGE OPTION LIMITATIONS
The funds' exchange options are not intended to afford shareholders a way to
speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange option that may potentially disrupt the
management of the funds and increase transaction costs, the funds have
established a policy of limiting excessive exchange activity.
Exchange activity generally will not be deemed excessive if limited to two
substantive exchange redemptions from the funds during any twelve month
period. A "substantive exchange" is defined as either a series of movements
between Strong Funds, or a dollar amount of movement between Strong Funds that
we determine, in our sole discretion, could have an adverse impact on the
management of the fund. Notwithstanding these limitations, the funds reserve
the right to reject any purchase request (including exchange purchases from
other Strong Funds) that is reasonably deemed to be disruptive to the
efficient implementation of the fund's investment programs.
PURCHASES IN KIND
You may, if we approve, purchase shares of the fund with securities that are
eligible for purchase by the fund (consistent with the fund's investment
restrictions, policies, and goal) and that have a value that is readily
ascertainable in accordance with the fund's valuation policies.
LOW BALANCE ACCOUNT FEE
Because of the high cost of maintaining small accounts, an annual low balance
account fee of $10 (or the value of the account if the account value is less
than $10) will be charged to all accounts that fail to meet the initial
investment minimum. The fee, which is payable to the transfer agent, will not
apply to (1) any retirement accounts, (2) accounts with an automatic
investment plan (unless regular investments have been discontinued), or (3)
shareholders whose combined Strong Funds assets total $100,000 or more. We
may waive the fee, in our discretion, in the event that a significant market
correction lowers an account balance below the account's initial investment
minimum. The effective date of this policy is September 1, 2000.
VERIFICATION OF ACCOUNT STATEMENTS
You should contact Strong in writing regarding any errors or discrepancies
within 45 days after the date of the statement confirming a transaction. The
statement will be deemed correct if we do not hear from you within those 45
days.
DISTRIBUTIONS
DISTRIBUTION POLICY
The Moderate and Aggressive Portfolios pay you dividends from net investment
income and distribute substantially all net realized capital gains annually.
The Conservative Portfolio pays you dividends from net investment income
quarterly and distributes substantially all net realized capital gains
annually. Each fund may make additional distributions if necessary to avoid
imposition of a 4% excise tax on undistributed income and gains.
REINVESTMENT OF DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
Your dividends and capital gain distributions will be automatically reinvested
in additional shares, unless you choose otherwise. Your other options are to
receive checks for these payments, have them automatically invested in another
Strong Fund, or have them deposited into your bank account. To change the
current option for payment of dividends and capital gain distributions, please
call 800-368-3863.
15
<PAGE>
TAXES
TAXABLE DISTRIBUTIONS
Any net investment income and net short-term capital gain distributions you
receive are taxable as ordinary dividend income at your income tax rate.
Distributions of net capital gains are generally taxable as long-term capital
gains. This is generally true no matter how long you have owned your shares
and whether you reinvest your distributions or take them in cash. You may
also have to pay taxes when you exchange or sell shares if your shares have
increased in value since you bought them.
((Side Box))
<TABLE>
<CAPTION>
<S> <C>
Generally, if your investment is in a Traditional
IRA or other TAX-DEFERRED ACCOUNT, your
dividends and distributions will not be taxed at the
time they are paid, but instead at the time you
withdraw them from your account.
- ----------------------------------------------------
</TABLE>
RETURN OF CAPITAL
If your fund's (1) income distributions exceed its net investment income and
net short-term capital gains or (2) capital gain distributions exceed its net
capital gains in any year, all or a portion of those distributions may be
treated as a return of capital to you. Although a return of capital is not
taxed, it will reduce the cost basis of your shares.
YEAR-END STATEMENT
To assist you in tax preparation, after the end of each calendar year, we send
you a statement of your fund's ordinary dividends and net capital gain
distributions (Form 1099).
BACKUP WITHHOLDING
By law, we must withhold 31% of your distributions and proceeds if (1) you are
subject to backup withholding or (2) you have not provided us with complete
and correct taxpayer information such as your Social Security Number (SSN) or
Tax Identification Number (TIN).
((Side Box))
<TABLE>
<CAPTION>
<S> <C>
Unless your investment is in a tax-deferred
retirement account such as an IRA, YOU MAY WANT
TO AVOID:
- -Investing a large amount in a fund close to the
end of the calendar year. If the fund makes a
capital gains distribution, you may receive
some of your investment back as a taxable
distribution.
- -Selling shares of a fund at a loss and then
investing in the same fund within 30 days
before or after the sale. This is called a WASH
SALE and you will not be allowed to claim a
tax loss on the transaction.
- ------------------------------------------------
</TABLE>
((Side Box))
<TABLE>
<CAPTION>
<S> <C>
COST BASIS is the amount that you paid for the
shares. When you sell shares, you subtract the cost
basis from the sale proceeds to determine whether
you realized an investment gain or loss. For
example, if you bought a share at $10 and you sold
it two years later at $11, your cost basis on the share
is $10 and your gain is $1.
- -------------------------------------------------------
</TABLE>
16
<PAGE>
Because everyone's tax situation is unique, you should consult your tax
professional for assistance.
SERVICES FOR INVESTORS
Strong provides you with a variety of services to help you manage your
investment. For more details, call 800-368-3863, 24 hours a day, 7 days a
week. These services include:
STRONG DIRECT (R) AUTOMATED TELEPHONE SYSTEM
Our 24-hour automated response system enables you to use a touch-tone phone to
access current share prices (800-368-3550), to access fund and account
information (800-368-5550), and to make purchases, exchanges, or redemptions
among your existing accounts if you have elected these services
(800-368-7550). Passwords help to protect your account information.
ESTRONG.COM
Visit us on-line at WWW.ESTRONG.COM to access your fund's performance and
portfolio holding information. In addition to general information about
investing, our web site offers daily performance information, portfolio
manager commentaries, and information on available account options.
STRONG NETDIRECT (R)
If you are a shareholder, you may use Strong netDirect(R) to access your
account information 24 hours a day from your personal computer. Strong
netDirect(R) allows you to view account history, account balances, and recent
dividend activity, as well as to make purchases, exchanges, or redemptions
among your existing accounts if you have elected these services. Encryption
technology and passwords help to protect your account information. You may
register to use Strong netDirect(R) at WWW.ESTRONG.COM.
STRONGMAIL
If you register for StrongMail at WWW.STRONGMAIL.COM, you will receive your
fund's closing price by e-mail each business day. In addition, StrongMail
offers market news and updates throughout the day.
STRONG EXCHANGE OPTION
You may exchange shares of a fund for shares of another Strong Fund, either in
writing, by telephone, or through your personal computer, if the accounts are
identically registered (with the same name, address, and taxpayer
identification number). Please ask us for the appropriate prospectus and read
it before investing in any of the Strong Funds. Remember, an exchange of
shares of one Strong Fund for those of another Strong Fund is considered a
sale and a purchase of shares for tax purposes and may result in a capital
gain or loss. Some Strong Funds that you may want to exchange into may charge
a redemption fee of 0.50% to 1.00% on the sale of shares held for less than
six months. Purchases by exchange are subject to the investment requirements
and other criteria of the fund purchased.
STRONG AUTOMATIC INVESTMENT SERVICES
You may invest or redeem automatically in the following ways, some of which
may be subject to additional restrictions or conditions.
AUTOMATIC INVESTMENT PLAN (AIP)
This plan allows you to make regular, automatic investments from your bank
checking or savings account.
AUTOMATIC EXCHANGE PLAN
This plan allows you to make regular, automatic exchanges from one eligible
Strong Fund to another.
AUTOMATIC DIVIDEND REINVESTMENT
Your dividends and capital gains will be automatically reinvested in
additional shares unless you choose otherwise. Your other options are to
receive checks for these payments, have them automatically invested in another
Strong Fund, or have them deposited into your bank account.
17
<PAGE>
NO-MINIMUM INVESTMENT PLAN
This plan allows you to invest without meeting the minimum initial investment
requirements if you invest monthly and you participate in the AIP, Automatic
Exchange Plan, or Payroll Direct Deposit Plan.
PAYROLL DIRECT DEPOSIT PLAN
This plan allows you to send all or a portion of your paycheck, social
security check, military allotment, or annuity payment to the Strong Funds of
your choice.
SYSTEMATIC WITHDRAWAL PLAN
This plan allows you to redeem a fixed sum from your account on a regular
basis. Payments may be sent electronically to a bank account or as a check to
you or anyone you properly designate.
STRONG RETIREMENT PLAN SERVICES
We offer a wide variety of retirement plans for individuals and institutions,
including large and small businesses. For information on:
- - INDIVIDUAL RETIREMENT PLANS, including Traditional IRAs and Roth IRAs, call
800-368-3863.
- - QUALIFIED RETIREMENT PLANS, including SIMPLE IRAs, SEP-IRAs, 403(b)(7)s,
Keoghs, Pension Plans, Profit Sharing Plans, and 401(k) Plans, call
800-368-2882.
SOME OF THESE SERVICES MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS OR
CONDITIONS. CALL 800-368-3863 FOR MORE INFORMATION.
18
<PAGE>
RESERVED RIGHTS
We reserve the right to:
- - Refuse, change, discontinue, or temporarily suspend account services,
including purchase, exchange, or telephone and netDirect(R) redemption
privileges, for any reason.
- - Reject any purchase request for any reason including exchanges from other
Strong Funds. Generally, we do this if the purchase or exchange is
disruptive to the efficient management of a fund (due to the timing of the
investment or an investor's history of excessive trading).
- - Change the minimum or maximum investment amounts.
- - Delay sending out redemption proceeds for up to seven days (this generally
only applies to very large redemptions without notice, excessive trading, or
during unusual market conditions).
- - Suspend redemptions or postpone payments when the NYSE is closed for any
reason other than its usual weekend or holiday closings, when trading is
restricted by the SEC, or under any emergency circumstances.
- - Make a redemption-in-kind (a payment in portfolio securities rather than
cash) if the amount you are redeeming is in excess of the lesser of (1)
$250,000 or (2) 1% of the fund's assets. Generally, redemption-in-kind is
used when large redemption requests may cause harm to the fund and its
shareholders.
- - Close any account that does not meet minimum investment requirements. We
will give you notice and 60 days to begin an automatic investment program or
to increase your balance to the required minimum. We may waive the minimum
initial investment at our discretion.
- - Reject any purchase or redemption request that does not contain all required
documentation.
19
<PAGE>
FOR MORE INFORMATION
More information is available upon request at no charge, including:
SHAREHOLDER REPORTS: Additional information is available in the annual and
semi-annual report to shareholders. These reports contain a letter from
management, discuss recent market conditions, economic trends and investment
strategies that significantly affected your investment's performance during the
last fiscal year, and list portfolio holdings.
STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI contains more details about
investment policies and techniques. A current SAI is on file with the SEC and
is incorporated into this prospectus by reference. This means that the SAI is
legally considered a part of this prospectus even though it is not physically
contained within this prospectus.
To request information or to ask questions:
BY TELEPHONE FOR HEARING-IMPAIRED (TDD)
414-359-1400 or 800-368-3863 800-999-2780
BY MAIL BY OVERNIGHT DELIVERY
Strong Funds Strong Funds
P.O. Box 2936 900 Heritage Reserve
Milwaukee, WI 53201-2936 Menomonee Falls, WI 53051
ON THE INTERNET BY E-MAIL
View on-line or download documents: [email protected]
Strong Funds: WWW.ESTRONG.COM
SEC*: www.sec.gov
To reduce the volume of mail you receive, only one copy of financial reports,
prospectuses, and other regulatory materials is mailed to your household. You
can call us at 800-368-3863, or write to us at the address listed above, to
request (1) additional copies free of charge, or (2) that we discontinue our
practice of householding regulatory materials.
This prospectus is not an offer to sell securities in places other than the
United States and its territories.
*INFORMATION ABOUT A FUND (INCLUDING THE SAI) CAN ALSO BE REVIEWED AND COPIED
AT THE SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE ROOM IN
WASHINGTON, D.C. YOU MAY CALL THE COMMISSION AT 202-942-8090 FOR INFORMATION
ABOUT THE OPERATION OF THE PUBLIC REFERENCE ROOM. REPORTS AND OTHER
INFORMATION ABOUT A FUND ARE ALSO AVAILABLE FROM THE EDGAR DATABASE ON THE
COMMISSION'S INTERNET SITE AT WWW.SEC.GOV. YOU MAY OBTAIN A COPY OF THIS
INFORMATION, AFTER PAYING A DUPLICATING FEE, BY SENDING A WRITTEN REQUEST TO
THE COMMISSION'S PUBLIC REFERENCE SECTION, WASHINGTON, D.C. 20549-0102, OR BY
SENDING AN ELECTRONIC REQUEST TO THE FOLLOWING E-MAIL ADDRESS:
[email protected].
Strong Conservative Portfolio, Strong Moderate Portfolio, and Strong Aggressive
Portfolio are series of Strong Life Stage Series, Inc., SEC file number:
811-9091
20
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION ("SAI")
STRONG CONSERVATIVE PORTFOLIO, A SERIES OF STRONG LIFE STAGE SERIES, INC.
STRONG MODERATE PORTFOLIO, A SERIES OF STRONG LIFE STAGE SERIES, INC.
STRONG AGGRESSIVE PORTFOLIO, A SERIES OF STRONG LIFE STAGE SERIES, INC.
P.O. Box 2936
Milwaukee, WI 53201
Telephone: (414) 359-1400
Toll-Free: (800) 368-3863
e-mail: [email protected]
Web Site: www.eStrong.com
Throughout this SAI, "the Fund" is intended to refer to each of the Portfolios
listed above, unless otherwise indicated. This SAI is not a Prospectus and
should be read together with the Prospectus for the Fund dated May 1, 2000.
Requests for copies of the Prospectus should be made by calling either number
listed above. The financial statements appearing in the Annual Report, which
accompanies this SAI, are incorporated into this SAI by reference.
Strong Life Stage Series, Inc. is an open-end series management company that
offers three diversified investment portfolios, with the following investment
objectives:
STRONG CONSERVATIVE PORTFOLIO ("Conservative Portfolio") seeks total return by
investing primarily for income and secondarily for capital growth.
STRONG MODERATE PORTFOLIO ("Moderate Portfolio") seeks total return by
investing primarily for capital growth and secondarily for income.
STRONG AGGRESSIVE PORTFOLIO ("Aggressive Portfolio") seeks capital growth.
These Funds are described in the Prospectus and in this SAI. Each Fund seeks
to achieve its investment objective by investing substantially all of its
assets in up to eight Strong Funds (the "Underlying Funds"), representing
different combinations of stocks, bonds, and cash investments, and reflecting
varying degrees of potential investment risk and reward.
1
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May 1, 2000
1
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TABLE OF CONTENTS PAGE
INVESTMENT RESTRICTIONS........................................................4
INVESTMENT POLICIES AND TECHNIQUES.............................................6
The Underlying Strong Funds....................................................6
Asset-Backed Debt Obligations..................................................6
Borrowing......................................................................7
Cash Management................................................................7
Convertible Securities.........................................................7
Debt Obligations...............................................................8
Depositary Receipts............................................................8
Derivative Instruments.........................................................9
Duration......................................................................18
Foreign Investment Companies..................................................18
Foreign Securities............................................................19
U.S. Government Securities....................................................19
High-Yield (High-Risk) Securities.............................................20
Illiquid Securities...........................................................21
Lending of Portfolio Securities...............................................22
Loan Interests................................................................22
Maturity......................................................................23
Mortgage- and Asset-Backed Debt Securities....................................24
Municipal Obligations.........................................................25
Participation Interests.......................................................26
Repurchase Agreements.........................................................26
Reverse Repurchase Agreements and Mortgage Dollar Rolls.......................26
Rule 2a-7: Maturity, Quality, and Diversification Restrictions...............27
Short Sales...................................................................27
Small and Medium Companies....................................................27
Standby Commitments...........................................................28
Variable- or Floating-Rate Securities.........................................28
Warrants......................................................................29
When-Issued and Delayed-Delivery Securities...................................29
Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities..........................29
DIRECTORS AND OFFICERS........................................................30
PRINCIPAL SHAREHOLDERS........................................................32
INVESTMENT ADVISOR OF THE UNDERLYING FUNDS....................................32
DISTRIBUTOR...................................................................34
PORTFOLIO TRANSACTIONS........................................................34
CUSTODIAN.....................................................................34
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT..................................35
SHAREHOLDER SERVICING AGENT...................................................35
TAXES.........................................................................36
DETERMINATION OF NET ASSET VALUE..............................................37
ADDITIONAL SHAREHOLDER INFORMATION............................................37
ORGANIZATION..................................................................40
SHAREHOLDER MEETINGS..........................................................40
PERFORMANCE INFORMATION.......................................................41
GENERAL INFORMATION...........................................................44
INDEPENDENT ACCOUNTANTS.......................................................46
LEGAL COUNSEL.................................................................46
FINANCIAL STATEMENTS..........................................................46
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No person has been authorized to give any information or to make any
representations other than those contained in this SAI and its corresponding
Prospectus, and if given or made, such information or representations may not
be relied upon as having been authorized. This SAI does not constitute an
offer to sell securities.
4
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INVESTMENT RESTRICTIONS
FUNDAMENTAL INVESTMENT LIMITATIONS
The following are the Fund's fundamental investment limitations which, along
with the Fund's investment objective (which is described in the Prospectus),
cannot be changed without shareholder approval. To obtain approval, a majority
of the Fund's outstanding voting shares must vote for the change. A majority
of the Fund's outstanding voting securities means the vote of the lesser of:
(1) 67% or more of the voting securities present, if more than 50% of the
outstanding voting securities are present or represented, or (2) more than 50%
of the outstanding voting shares.
Unless indicated otherwise below, the Fund:
1. May not with respect to 75% of its total assets, purchase the securities
of any issuer (except securities issued or guaranteed by the U.S. government or
its agencies or instrumentalities) if, as a result, (1) more than 5% of the
Fund's total assets would be invested in the securities of that issuer, or (2)
the Fund would hold more than 10% of the outstanding voting securities of that
issuer.
2. May (1) borrow money from banks and (2) make other investments or engage
in other transactions permissible under the Investment Company Act of 1940
("1940 Act") which may involve a borrowing, provided that the combination of
(1) and (2) shall not exceed 33 1/3% of the value of the Fund's total assets
(including the amount borrowed), less the Fund's liabilities (other than
borrowings), except that the Fund may borrow up to an additional 5% of its
total assets (not including the amount borrowed) from a bank for temporary or
emergency purposes (but not for leverage or the purchase of investments). The
Fund may also borrow money from the other Strong Funds or other persons to the
extent permitted by applicable law.
3. May not issue senior securities, except as permitted under the 1940 Act.
4. May not act as an underwriter of another issuer's securities, except to
the extent that the Fund may be deemed to be an underwriter within the meaning
of the Securities Act of 1933 in connection with the purchase and sale of
portfolio securities.
5. May not purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments (but this shall not
prevent the Fund from purchasing or selling options, futures contracts, or
other derivative instruments, or from investing in securities or other
instruments backed by physical commodities).
6. May not make loans if, as a result, more than 33 1/3% of the Fund's
total assets would be lent to other persons, except through (1) purchases of
debt securities or other debt instruments, or (2) engaging in repurchase
agreements.
7. May not purchase the securities of any issuer if, as a result, more than
25% of the Fund's total assets would be invested in the securities of issuers,
the principal business activities of which are in the same industry.
8. May not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prohibit the
Fund from purchasing or selling securities or other instruments backed by real
estate or of issuers engaged in real estate activities).
9. May, notwithstanding any other fundamental investment policy or
restriction, invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental
investment objective, policies, and restrictions as the Fund.
10. May, notwithstanding any other fundamental investment policy or
restriction, invest all of its assets in the securities of multiple open end
management investment companies from the same group of open end investment
companies to become a "fund of funds" in accordance with Section 12(d)(1)(G) of
the 1940 Act.
5
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NON-FUNDAMENTAL OPERATING POLICIES
The following are the Fund's non-fundamental operating policies which may be
changed by the Fund's Board of Directors without shareholder approval.
Unless indicated otherwise below, the Fund may not:
1. Sell securities short, unless the Fund owns or has the right to obtain
securities equivalent in kind and amount to the securities sold short, or
unless it covers such short sale as required by the current rules and positions
of the Securities and Exchange Commission ("SEC") or its staff, and provided
that transactions in options, futures contracts, options on futures contracts,
or other derivative instruments are not deemed to constitute selling securities
short.
2. Purchase securities on margin, except that the Fund may obtain such
short-term credits as are necessary for the clearance of transactions; and
provided that margin deposits in connection with futures contracts, options on
futures contracts, or other derivative instruments shall not constitute
purchasing securities on margin.
3. Invest in illiquid securities if, as a result of such investment, more
than 15% (10% with respect to a money fund) of its net assets would be invested
in illiquid securities, or such other amounts as may be permitted under the
1940 Act.
4. Purchase securities of other investment companies except in compliance
with the 1940 Act and applicable state law.
5. Invest all of its assets in the securities of a single open-end
investment management company with substantially the same fundamental
investment objective, restrictions and policies as the Fund.
6. Engage in futures or options on futures transactions which are
impermissible pursuant to Rule 4.5 under the Commodity Exchange Act and, in
accordance with Rule 4.5, will use futures or options on futures transactions
solely for bona fide hedging transactions (within the meaning of the Commodity
Exchange Act), provided, however, that the Fund may, in addition to bona fide
hedging transactions, use futures and options on futures transactions if the
aggregate initial margin and premiums required to establish such positions,
less the amount by which any such options positions are in the money (within
the meaning of the Commodity Exchange Act), do not exceed 5% of the Fund's net
assets.
7. Borrow money except (1) from banks or (2) through reverse repurchase
agreements or mortgage dollar rolls, and will not purchase securities when bank
borrowings exceed 5% of its total assets.
8. Make any loans other than loans of portfolio securities, except through
(1) purchases of debt securities or other debt instruments, or (2) engaging in
repurchase agreements.
Unless noted otherwise, if a percentage restriction is adhered to at the time
of investment, a later increase or decrease in percentage resulting from a
change in the Fund's assets (I.E. due to cash inflows or redemptions) or in
market value of the investment or the Fund's assets will not constitute a
violation of that restriction.
6
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INVESTMENT POLICIES AND TECHNIQUES
THE UNDERLYING STRONG FUNDS
Each Fund invests substantially all its assets in the Underlying Funds as
described below.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
UNDERLYING FUNDS* CONSERVATIVE MODERATE AGGRESSIVE
- --------------------------------- ------------ -------- ----------
Strong Growth Fund 10% 15% 20%
Strong Growth and Income Fund 10% 15% 20%
Strong Blue Chip 100 Fund 10% 15% 20%
Strong Common Stock Fund 10% 15% 20%
- --------------------------------- ------------ -------- ----------
Strong Advantage Fund 20% 10% None
Strong Short-Term Bond Fund 30% 15% 5%
Strong Government Securities Fund 5% 10% 10%
Strong Heritage Money Fund** 5% 5% 5%
- --------------------------------- ------------ -------- ----------
</TABLE>
* Invests in Investor Class shares only.
** The Portfolios may invest in either the Investor Class shares of the Strong
Heritage Money Fund or in cash-type securities (high-quality, short-term debt
securities issued by corporations, banks, and other financial institutions).
The following information supplements discussion of the Underlying Fund's
investment objective, policies, and techniques described in the Prospectus.
References to the "Fund" in the following discussions refer to the Underlying
Portfolios. References to the "Advisor" in this SAI refers to Strong Capital
Management, Inc., the investment adviser of the Underlying Funds, and the
transfer agent, dividend-disbursing agent, and shareholder servicing agent of
the Conservative, Moderate, and Aggressive Portfolios and the Underlying Funds.
THE FOLLOWING SECTION APPLIES ONLY TO THE HERITAGE MONEY FUND.
ASSET-BACKED DEBT OBLIGATIONS
Asset-backed debt obligations represent direct or indirect participation in, or
secured by and payable from, assets such as motor vehicle installment sales
contracts, other installment loan contracts, home equity loans, leases of
various types of property, and receivables from credit card or other revolving
credit arrangements. Asset-backed debt obligations may include collateralized
mortgage obligations ("CMOs") issued by private companies. The credit quality
of most asset-backed securities depends primarily on the credit quality of the
assets underlying such securities, how well the entity issuing the security is
insulated from the credit risk of the originator or any other affiliated
entities, and the amount and quality of any credit enhancement of the
securities. Payments or distributions of principal and interest on
asset-backed debt obligations may be supported by non-governmental credit
enhancements including letters of credit, reserve funds, overcollateralization,
and guarantees by third parties. The market for privately issued asset-backed
debt obligations is smaller and less liquid than the market for government
sponsored mortgage-backed securities.
The rate of principal payment on asset-backed securities generally depends on
the rate of principal payments received on the underlying assets which in turn
may be affected by a variety of economic and other factors. As a result, the
yield on any asset-backed security is difficult to predict with precision and
actual yield to maturity may be more or less than the anticipated yield to
maturity. The yield characteristics of asset-backed debt obligations differ
from those of traditional debt obligations. Among the principal differences
are that interest and principal payments are made more frequently on
asset-backed debt obligations, usually monthly, and that principal may be
prepaid at any time because the underlying assets generally may be prepaid at
any time. As a result, if these debt obligations are purchased at a premium, a
prepayment rate that is faster than expected will reduce yield to maturity,
while a prepayment rate that is slower than expected will have the opposite
effect of increasing the yield to maturity. Conversely, if these debt
obligations are purchased at a discount, a prepayment rate that is faster than
expected will increase
7
<PAGE>
yield to maturity, while a prepayment rate that is slower than expected will
reduce yield to maturity. Accelerated prepayments on debt obligations
purchased at a premium also imposes a risk of loss of principal because the
premium may not have been fully amortized at the time the principal is prepaid
in full.
While many asset-backed securities are issued with only one class of security,
many asset-backed securities are issued in more than one class, each with
different payment terms. Multiple class asset-backed securities are issued for
two main reasons. First, multiple classes may be used as a method of providing
credit support. This is accomplished typically through creation of one or more
classes whose right to payments on the asset-backed security is made
subordinate to the right to such payments of the remaining class or classes.
Second, multiple classes may permit the issuance of securities with payment
terms, interest rates, or other characteristics differing both from those of
each other and from those of the underlying assets. Examples include so-called
"strips" (asset-backed securities entitling the holder to disproportionate
interests with respect to the allocation of interest and principal of the
assets backing the security), and securities with class or classes having
characteristics which mimic the characteristics of non-asset-backed securities,
such as floating interest rates (I.E., interest rates which adjust as a
specified benchmark changes) or scheduled amortization of principal.
Asset-backed securities backed by assets, other than as described above, or in
which the payment streams on the underlying assets are allocated in a manner
different than those described above may be issued in the future. The Fund may
invest in such asset-backed securities if such investment is otherwise
consistent with its investment objectives and policies and with the investment
restrictions of the Fund.
THE FOLLOWING SECTION APPLIES TO ALL UNDERLYING FUNDS, EXCEPT THAT THE HERITAGE
MONEY FUND HAS NOT ESTABLISHED A LINE-OF-CREDIT.
BORROWING
The Fund may borrow money from banks and make other investments or engage in
other transactions permissible under the 1940 Act which may be considered a
borrowing (such as mortgage dollar rolls and reverse repurchase agreements).
However, the Fund may not purchase securities when bank borrowings exceed 5% of
the Fund's total assets. Presently, the Fund only intends to borrow from banks
for temporary or emergency purposes.
The Fund has established a line-of-credit ("LOC") with certain banks by which
it may borrow funds for temporary or emergency purposes. A borrowing is
presumed to be for temporary or emergency purposes if it is repaid by the Fund
within 60 days and is not extended or renewed. The Fund intends to use the LOC
to meet large or unexpected redemptions that would otherwise force the Fund to
liquidate securities under circumstances which are unfavorable to the Fund's
remaining shareholders. The Fund pays a commitment fee to the banks for the
LOC.
THE FOLLOWING SECTION APPLIES TO ALL UNDERLYING FUNDS, EXCEPT THE HERITAGE
MONEY FUND.
CASH MANAGEMENT
The Fund may invest directly in cash and short-term fixed-income securities,
including, for this purpose, shares of one or more money market funds managed
by Strong Capital Management, Inc., the Fund's investment advisor ("Advisor")
(collectively, the "Strong Money Funds"). The Strong Money Funds seek current
income, a stable share price of $1.00, and daily liquidity. All money market
instruments can change in value when interest rates or an issuer's
creditworthiness change dramatically. The Strong Money Funds cannot guarantee
that they will always be able to maintain a stable net asset value of $1.00 per
share.
THE FOLLOWING SECTION APPLIES TO ALL UNDERLYING FUNDS, EXCEPT THE HERITAGE
MONEY FUND.
CONVERTIBLE SECURITIES
Convertible securities are bonds, debentures, notes, preferred stocks, or other
securities that may be converted into or exchanged for a specified amount of
common stock of the same or a different issuer within a particular period of
time at a specified price or formula. A convertible security entitles the
holder to receive interest normally paid or accrued on debt or the dividend
paid on preferred stock until the convertible security matures or is redeemed,
converted, or exchanged. Convertible securities have unique investment
characteristics in that they generally (1) have higher yields than common
stocks, but lower yields than
8
<PAGE>
comparable non-convertible securities, (2) are less subject to fluctuation in
value than the underlying stock since they have fixed income characteristics,
and (3) provide the potential for capital appreciation if the market price of
the underlying common stock increases. Most convertible securities currently
are issued by U.S. companies, although a substantial Eurodollar convertible
securities market has developed, and the markets for convertible securities
denominated in local currencies are increasing.
The value of a convertible security is a function of its "investment value"
(determined by its yield in comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and
its "conversion value" (the security's worth, at market value, if converted
into the underlying common stock). The investment value of a convertible
security is influenced by changes in interest rates, with investment value
declining as interest rates increase and increasing as interest rates decline.
The credit standing of the issuer and other factors also may have an effect on
the convertible security's investment value. The conversion value of a
convertible security is determined by the market price of the underlying common
stock. If the conversion value is low relative to the investment value, the
price of the convertible security is governed principally by its investment
value. Generally, the conversion value decreases as the convertible security
approaches maturity. To the extent the market price of the underlying common
stock approaches or exceeds the conversion price, the price of the convertible
security will be increasingly influenced by its conversion value. A
convertible security generally will sell at a premium over its conversion value
by the extent to which investors place value on the right to acquire the
underlying common stock while holding a fixed income security.
A convertible security may be subject to redemption at the option of the issuer
at a price established in the convertible security's governing instrument. If
a convertible security is called for redemption, the Fund will be required to
permit the issuer to redeem the security, convert it into the underlying common
stock, or sell it to a third party.
DEBT OBLIGATIONS
The Fund may invest a portion of its assets in debt obligations. Issuers of
debt obligations have a contractual obligation to pay interest at a specified
rate on specified dates and to repay principal on a specified maturity date.
Certain debt obligations (usually intermediate- and long-term bonds) have
provisions that allow the issuer to redeem or "call" a bond before its
maturity. Issuers are most likely to call such securities during periods of
falling interest rates and the Fund may have to replace such securities with
lower yielding securities, which could result in a lower return for the Fund.
PRICE VOLATILITY. The market value of debt obligations is affected primarily
by changes in prevailing interest rates. The market value of a debt obligation
generally reacts inversely to interest-rate changes, meaning, when prevailing
interest rates decline, an obligation's price usually rises, and when
prevailing interest rates rise, an obligation's price usually declines.
MATURITY. In general, the longer the maturity of a debt obligation, the higher
its yield and the greater its sensitivity to changes in interest rates.
Conversely, the shorter the maturity, the lower the yield but the greater the
price stability. Commercial paper is generally considered the shortest
maturity form of debt obligation.
CREDIT QUALITY. The values of debt obligations may also be affected by changes
in the credit rating or financial condition of their issuers. Generally, the
lower the quality rating of a security, the higher the degree of risk as to the
payment of interest and return of principal. To compensate investors for
taking on such increased risk, those issuers deemed to be less creditworthy
generally must offer their investors higher interest rates than do issuers with
better credit ratings.
In conducting its credit research and analysis, the Advisor considers both
qualitative and quantitative factors to evaluate the creditworthiness of
individual issuers. The Advisor also relies, in part, on credit ratings
compiled by a number of Nationally Recognized Statistical Rating Organizations
("NRSROs").
THE FOLLOWING SECTION APPLIES TO ALL UNDERLYING FUNDS, EXCEPT THE HERITAGE
MONEY FUND.
DEPOSITARY RECEIPTS
The Fund may invest in foreign securities by purchasing depositary receipts,
including American Depositary Receipts ("ADRs") and European Depositary
Receipts ("EDRs"), or other securities convertible into securities of foreign
issuers. These securities may not necessarily be denominated in the same
currency as the securities into which they may be converted. Generally, ADRs,
in registered form, are denominated in U.S. dollars and are designed for use in
the U.S. securities markets, while EDRs, in bearer
9
<PAGE>
form, may be denominated in other currencies and are designed for use in the
European securities markets. ADRs are receipts typically issued by a U.S. bank
or trust company evidencing ownership of the underlying securities. EDRs are
European receipts evidencing a similar arrangement. For purposes of the Fund's
investment policies, ADRs and EDRs are deemed to have the same classification
as the underlying securities they represent, except that ADRs and EDRs shall be
treated as indirect foreign investments. For example, an ADR or EDR
representing ownership of common stock will be treated as common stock.
Depositary receipts do not eliminate all of the risks associated with directly
investing in the securities of foreign issuers.
ADR facilities may be established as either "unsponsored" or "sponsored." While
ADRs issued under these two types of facilities are in some respects similar,
there are distinctions between them relating to the rights and obligations of
ADR holders and the practices of market participants.
A depositary may establish an unsponsored facility without participation by (or
even necessarily the permission of) the issuer of the deposited securities,
although typically the depositary requests a letter of non-objection from such
issuer prior to the establishment of the facility. Holders of unsponsored ADRs
generally bear all the costs of such facility. The depositary usually charges
fees upon the deposit and withdrawal of the deposited securities, the
conversion of dividends into U.S. dollars, the disposition of non-cash
distributions, and the performance of other services. The depositary of an
unsponsored facility frequently is under no obligation to pass through voting
rights to ADR holders in respect of the deposited securities. In addition, an
unsponsored facility is generally not obligated to distribute communications
received from the issuer of the deposited securities or to disclose material
information about such issuer in the U.S. and there may not be a correlation
between such information and the market value of the depositary receipts.
Sponsored ADR facilities are created in generally the same manner as
unsponsored facilities, except that the issuer of the deposited securities
enters into a deposit agreement with the depositary. The deposit agreement
sets out the rights and responsibilities of the issuer, the depositary, and the
ADR holders. With sponsored facilities, the issuer of the deposited securities
generally will bear some of the costs relating to the facility (such as
dividend payment fees of the depositary), although ADR holders continue to bear
certain other costs (such as deposit and withdrawal fees). Under the terms of
most sponsored arrangements, depositories agree to distribute notices of
shareholder meetings and voting instructions, and to provide shareholder
communications and other information to the ADR holders at the request of the
issuer of the deposited securities.
THE FOLLOWING SECTION APPLIES TO ALL UNDERLYING FUNDS, EXCEPT THE HERITAGE
MONEY FUND.
DERIVATIVE INSTRUMENTS
IN GENERAL. The Fund may use derivative instruments for any lawful purpose
consistent with its investment objective such as hedging or managing risk.
Derivative instruments are commonly defined to include securities or contracts
whose values depend on (or "derive" from) the value of one or more other
assets, such as securities, currencies, or commodities. These "other assets"
are commonly referred to as "underlying assets."
A derivative instrument generally consists of, is based upon, or exhibits
characteristics similar to OPTIONS or FORWARD CONTRACTS. Options and forward
contracts are considered to be the basic "building blocks" of derivatives. For
example, forward-based derivatives include forward contracts, swap contracts,
as well as exchange-traded futures. Option-based derivatives include privately
negotiated, over-the-counter ("OTC") options (including caps, floors, collars,
and options on forward and swap contracts) and exchange-traded options on
futures. Diverse types of derivatives may be created by combining options or
forward contracts in different ways, and by applying these structures to a wide
range of underlying assets.
An option is a contract in which the "holder" (the buyer) pays a certain amount
("premium") to the "writer" (the seller) to obtain the right, but not the
obligation, to buy from the writer (in a "call") or sell to the writer (in a
"put") a specific asset at an agreed upon price at or before a certain time.
The holder pays the premium at inception and has no further financial
obligation. The holder of an option-based derivative generally will benefit
from favorable movements in the price of the underlying asset but is not
exposed to corresponding losses due to adverse movements in the value of the
underlying asset. The writer of an option-based derivative generally will
receive fees or premiums but generally is exposed to losses due to changes in
the value of the underlying asset.
A forward is a sales contract between a buyer (holding the "long" position) and
a seller (holding the "short" position) for an asset with delivery deferred
until a future date. The buyer agrees to pay a fixed price at the agreed
future date and the seller agrees to
10
<PAGE>
deliver the asset. The seller hopes that the market price on the delivery date
is less than the agreed upon price, while the buyer hopes for the contrary. The
change in value of a forward-based derivative generally is roughly proportional
to the change in value of the underlying asset.
HEDGING. The Fund may use derivative instruments to protect against possible
adverse changes in the market value of securities held in, or are anticipated
to be held in, its portfolio. Derivatives may also be used to "lock-in"
realized but unrecognized gains in the value of its portfolio securities.
Hedging strategies, if successful, can reduce the risk of loss by wholly or
partially offsetting the negative effect of unfavorable price movements in the
investments being hedged. However, hedging strategies can also reduce the
opportunity for gain by offsetting the positive effect of favorable price
movements in the hedged investments. To the extent that a hedge matures prior
to or after the disposition of the investment subject to the hedge, any gain or
loss on the hedge will be realized earlier or later than any offsetting gain or
loss on the hedged investment.
MANAGING RISK. The Fund may also use derivative instruments to manage the
risks of its portfolio. Risk management strategies include, but are not
limited to, facilitating the sale of portfolio securities, managing the
effective maturity or duration of debt obligations in its portfolio,
establishing a position in the derivatives markets as a substitute for buying
or selling certain securities, or creating or altering exposure to certain
asset classes, such as equity, debt, or foreign securities. The use of
derivative instruments may provide a less expensive, more expedient or more
specifically focused way to invest than "traditional" securities (I.E., stocks
or bonds) would.
EXCHANGE AND OTC DERIVATIVES. Derivative instruments may be exchange-traded or
traded in OTC transactions between private parties. Exchange-traded
derivatives are standardized options and futures contracts traded in an auction
on the floor of a regulated exchange. Exchange contracts are generally very
liquid. The exchange clearinghouse is the counterparty of every contract.
Thus, each holder of an exchange contract bears the credit risk of the
clearinghouse (and has the benefit of its financial strength) rather than that
of a particular counterparty. OTC transactions are subject to additional
risks, such as the credit risk of the counterparty to the instrument, and are
less liquid than exchange-traded derivatives since they often can only be
closed out with the other party to the transaction.
RISKS AND SPECIAL CONSIDERATIONS. The use of derivative instruments involves
risks and special considerations as described below. Risks pertaining to
particular derivative instruments are described in the sections that follow.
(1) MARKET RISK. The primary risk of derivatives is the same as the risk
of the underlying assets, namely that the value of the underlying asset may go
up or down. Adverse movements in the value of an underlying asset can expose
the Fund to losses. Derivative instruments may include elements of leverage
and, accordingly, the fluctuation of the value of the derivative instrument in
relation to the underlying asset may be magnified. The successful use of
derivative instruments depends upon a variety of factors, particularly the
ability of the Advisor to predict movements of the securities, currencies, and
commodity markets, which requires different skills than predicting changes in
the prices of individual securities. There can be no assurance that any
particular strategy adopted will succeed. The Advisor's decision to engage in
a derivative instrument will reflect its judgment that the derivative
transaction will provide value to the Fund and its shareholders and is
consistent with the Fund's objectives, investment limitations, and operating
policies. In making such a judgment, the Advisor will analyze the benefits and
risks of the derivative transaction and weigh them in the context of the Fund's
entire portfolio and investment objective.
(2) CREDIT RISK. The Fund will be subject to the risk that a loss may be
sustained as a result of the failure of a counterparty to comply with the terms
of a derivative instrument. The counterparty risk for exchange-traded
derivative instruments is generally less than for privately negotiated or OTC
derivative instruments, since generally a clearing agency, which is the issuer
or counterparty to each exchange-traded instrument, provides a guarantee of
performance. For privately negotiated instruments, there is no similar
clearing agency guarantee. In all transactions, the Fund will bear the risk
that the counterparty will default, and this could result in a loss of the
expected benefit of the derivative transaction and possibly other losses. The
Fund will enter into transactions in derivative instruments only with
counterparties that the Advisor reasonably believes are capable of performing
under the contract.
(3) CORRELATION RISK. When a derivative transaction is used to completely
hedge another position, changes in the market value of the combined position
(the derivative instrument plus the position being hedged) result from an
imperfect correlation between the price movements of the two instruments. With
a perfect hedge, the value of the combined position remains unchanged for any
change in the price of the underlying asset. With an imperfect hedge, the
values of the derivative instrument and its hedge are not perfectly correlated.
Correlation risk is the risk that there might be imperfect correlation, or even
no
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correlation, between price movements of an instrument and price movements of
investments being hedged. For example, if the value of a derivative
instruments used in a short hedge (such as writing a call option, buying a put
option, or selling a futures contract) increased by less than the decline in
value of the hedged investments, the hedge would not be perfectly correlated.
Such a lack of correlation might occur due to factors unrelated to the value of
the investments being hedged, such as speculative or other pressures on the
markets in which these instruments are traded. The effectiveness of hedges
using instruments on indices will depend, in part, on the degree of correlation
between price movements in the index and price movements in the investments
being hedged.
(4) LIQUIDITY RISK. Derivatives are also subject to liquidity risk.
Liquidity risk is the risk that a derivative instrument cannot be sold, closed
out, or replaced quickly at or very close to its fundamental value. Generally,
exchange contracts are very liquid because the exchange clearinghouse is the
counterparty of every contract. OTC transactions are less liquid than
exchange-traded derivatives since they often can only be closed out with the
other party to the transaction. The Fund might be required by applicable
regulatory requirement to maintain assets as "cover," maintain segregated
accounts, and/or make margin payments when it takes positions in derivative
instruments involving obligations to third parties (I.E., instruments other
than purchased options). If the Fund was unable to close out its positions in
such instruments, it might be required to continue to maintain such assets or
accounts or make such payments until the position expired, matured, or was
closed out. The requirements might impair the Fund's ability to sell a
portfolio security or make an investment at a time when it would otherwise be
favorable to do so, or require that the Fund sell a portfolio security at a
disadvantageous time. The Fund's ability to sell or close out a position in an
instrument prior to expiration or maturity depends on the existence of a liquid
secondary market or, in the absence of such a market, the ability and
willingness of the counterparty to enter into a transaction closing out the
position. Therefore, there is no assurance that any derivatives position can
be sold or closed out at a time and price that is favorable to the Fund.
(5) LEGAL RISK. Legal risk is the risk of loss caused by the legal
unenforcibility of a party's obligations under the derivative. While a party
seeking price certainty agrees to surrender the potential upside in exchange
for downside protection, the party taking the risk is looking for a positive
payoff. Despite this voluntary assumption of risk, a counterparty that has
lost money in a derivative transaction may try to avoid payment by exploiting
various legal uncertainties about certain derivative products.
(6) SYSTEMIC OR "INTERCONNECTION" RISK. Interconnection risk is the risk
that a disruption in the financial markets will cause difficulties for all
market participants. In other words, a disruption in one market will spill
over into other markets, perhaps creating a chain reaction. Much of the OTC
derivatives market takes place among the OTC dealers themselves, thus creating
a large interconnected web of financial obligations. This interconnectedness
raises the possibility that a default by one large dealer could create losses
at other dealers and destabilize the entire market for OTC derivative
instruments.
GENERAL LIMITATIONS. The use of derivative instruments is subject to
applicable regulations of the SEC, the several options and futures exchanges
upon which they may be traded, the Commodity Futures Trading Commission
("CFTC"), and various state regulatory authorities. In addition, the Fund's
ability to use derivative instruments may be limited by certain tax
considerations.
The Fund has filed a notice of eligibility for exclusion from the definition of
the term "commodity pool operator" with the CFTC and the National Futures
Association, which regulate trading in the futures markets. In accordance with
Rule 4.5 of the regulations under the Commodity Exchange Act ("CEA"), the
notice of eligibility for the Fund includes representations that the Fund will
use futures contracts and related options solely for bona fide hedging purposes
within the meaning of CFTC regulations, provided that the Fund may hold other
positions in futures contracts and related options that do not qualify as a
bona fide hedging position if the aggregate initial margin deposits and
premiums required to establish these positions, less the amount by which any
such futures contracts and related options positions are "in the money," do not
exceed 5% of the Fund's net assets. Adherence to these guidelines does not
limit the Fund's risk to 5% of the Fund's assets.
The SEC has identified certain trading practices involving derivative
instruments that involve the potential for leveraging the Fund's assets in a
manner that raises issues under the 1940 Act. In order to limit the potential
for the leveraging of the Fund's assets, as defined under the 1940 Act, the SEC
has stated that the Fund may use coverage or the segregation of the Fund's
assets. To the extent required by SEC guidelines, the Fund will not enter into
any such transactions unless it owns either: (1) an offsetting ("covered")
position in securities, options, futures, or derivative instruments; or (2)
cash or liquid securities positions with a value sufficient at all times to
cover its potential obligations to the extent that the position is not
"covered". The Fund will also set aside cash and/or appropriate liquid assets
in a segregated custodial account if required to do so by SEC and CFTC
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regulations. Assets used as cover or held in a segregated account cannot be
sold while the derivative position is open, unless they are replaced with
similar assets. As a result, the commitment of a large portion of the Fund's
assets to segregated accounts could impede portfolio management or the Fund's
ability to meet redemption requests or other current obligations.
In some cases, the Fund may be required to maintain or limit exposure to a
specified percentage of its assets to a particular asset class. In such cases,
when the Fund uses a derivative instrument to increase or decrease exposure to
an asset class and is required by applicable SEC guidelines to set aside liquid
assets in a segregated account to secure its obligations under the derivative
instruments, the Advisor may, where reasonable in light of the circumstances,
measure compliance with the applicable percentage by reference to the nature of
the economic exposure created through the use of the derivative instrument and
not by reference to the nature of the exposure arising from the liquid assets
set aside in the segregated account (unless another interpretation is specified
by applicable regulatory requirements).
OPTIONS. The Fund may use options for any lawful purpose consistent with its
investment objective such as hedging or managing risk. An option is a contract
in which the "holder" (the buyer) pays a certain amount ("premium") to the
"writer" (the seller) to obtain the right, but not the obligation, to buy from
the writer (in a "call") or sell to the writer (in a "put") a specific asset at
an agreed upon price ("strike price" or "exercise price") at or before a
certain time ("expiration date"). The holder pays the premium at inception and
has no further financial obligation. The holder of an option will benefit from
favorable movements in the price of the underlying asset but is not exposed to
corresponding losses due to adverse movements in the value of the underlying
asset. The writer of an option will receive fees or premiums but is exposed to
losses due to changes in the value of the underlying asset. The Fund may buy
or write (sell) put and call options on assets, such as securities, currencies,
financial commodities, and indices of debt and equity securities ("underlying
assets") and enter into closing transactions with respect to such options to
terminate an existing position. Options used by the Fund may include European,
American, and Bermuda style options. If an option is exercisable only at
maturity, it is a "European" option; if it is also exercisable prior to
maturity, it is an "American" option. If it is exercisable only at certain
times, it is a "Bermuda" option.
The Fund may purchase (buy) and write (sell) put and call options underlying
assets and enter into closing transactions with respect to such options to
terminate an existing position. The purchase of a call option serves as a long
hedge, and the purchase of a put option serves as a short hedge. Writing put
or call options can enable the Fund to enhance income by reason of the premiums
paid by the purchaser of such options. Writing call options serves as a
limited short hedge because declines in the value of the hedged investment
would be offset to the extent of the premium received for writing the option.
However, if the security appreciates to a price higher than the exercise price
of the call option, it can be expected that the option will be exercised and
the Fund will be obligated to sell the security at less than its market value
or will be obligated to purchase the security at a price greater than that at
which the security must be sold under the option. All or a portion of any
assets used as cover for OTC options written by the Fund would be considered
illiquid to the extent described under "Investment Policies and Techniques -
Illiquid Securities." Writing put options serves as a limited long hedge
because decreases in the value of the hedged investment would be offset to the
extent of the premium received for writing the option. However, if the
security depreciates to a price lower than the exercise price of the put
option, it can be expected that the put option will be exercised and the Fund
will be obligated to purchase the security at more than its market value.
The value of an option position will reflect, among other things, the
historical price volatility of the underlying investment, the current market
value of the underlying investment, the time remaining until expiration, the
relationship of the exercise price to the market price of the underlying
investment, and general market conditions.
The Fund may effectively terminate its right or obligation under an option by
entering into a closing transaction. For example, the Fund may terminate its
obligation under a call or put option that it had written by purchasing an
identical call or put option; this is known as a closing purchase transaction.
Conversely, the Fund may terminate a position in a put or call option it had
purchased by writing an identical put or call option; this is known as a
closing sale transaction. Closing transactions permit the Fund to realize the
profit or limit the loss on an option position prior to its exercise or
expiration.
The Fund may purchase or write both exchange-traded and OTC options.
Exchange-traded options are issued by a clearing organization affiliated with
the exchange on which the option is listed that, in effect, guarantees
completion of every exchange-traded option transaction. In contrast, OTC
options are contracts between the Fund and the other party to the transaction
("counterparty") (usually a securities dealer or a bank) with no clearing
organization guarantee. Thus, when the Fund purchases or writes an OTC option,
it relies on the counterparty to make or take delivery of the underlying
investment upon exercise of the
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option. Failure by the counterparty to do so would result in the loss of any
premium paid by the Fund as well as the loss of any expected benefit of the
transaction.
The Fund's ability to establish and close out positions in exchange-listed
options depends on the existence of a liquid market. The Fund intends to
purchase or write only those exchange-traded options for which there appears to
be a liquid secondary market. However, there can be no assurance that such a
market will exist at any particular time. Closing transactions can be made for
OTC options only by negotiating directly with the counterparty, or by a
transaction in the secondary market if any such market exists. Although the
Fund will enter into OTC options only with counter parties that are expected to
be capable of entering into closing transactions with the Fund, there is no
assurance that the Fund will in fact be able to close out an OTC option at a
favorable price prior to expiration. In the event of insolvency of the
counterparty, the Fund might be unable to close out an OTC option position at
any time prior to its expiration. If the Fund were unable to effect a closing
transaction for an option it had purchased, it would have to exercise the
option to realize any profit.
The Fund may engage in options transactions on indices in much the same manner
as the options on securities discussed above, except the index options may
serve as a hedge against overall fluctuations in the securities market
represented by the relevant market index.
The writing and purchasing of options is a highly specialized activity that
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. Imperfect correlation between the
options and securities markets may detract from the effectiveness of the
attempted hedging.
SPREAD TRANSACTIONS. The Fund may use spread transactions for any lawful
purpose consistent with its investment objective such as hedging or managing
risk. The Fund may purchase covered spread options from securities dealers.
Such covered spread options are not presently exchange-listed or
exchange-traded. The purchase of a spread option gives the Fund the right to
put, or sell, a security that it owns at a fixed dollar spread or fixed yield
spread in relation to another security that the Fund does not own, but which is
used as a benchmark. The risk to the Fund in purchasing covered spread options
is the cost of the premium paid for the spread option and any transaction
costs. In addition, there is no assurance that closing transactions will be
available. The purchase of spread options will be used to protect the Fund
against adverse changes in prevailing credit quality spreads, I.E., the yield
spread between high quality and lower quality securities. Such protection is
only provided during the life of the spread option.
FUTURES CONTRACTS. The Fund may use futures contracts for any lawful purpose
consistent with its investment objective such as hedging or managing risk. The
Fund may enter into futures contracts, including, but not limited to, interest
rate and index futures. The Fund may also purchase put and call options, and
write covered put and call options, on futures in which it is allowed to
invest. The purchase of futures or call options thereon can serve as a long
hedge, and the sale of futures or the purchase of put options thereon can serve
as a short hedge. Writing covered call options on futures contracts can serve
as a limited short hedge, and writing covered put options on futures contracts
can serve as a limited long hedge, using a strategy similar to that used for
writing covered options in securities. The Fund may also write put options on
futures contracts while at the same time purchasing call options on the same
futures contracts in order to create synthetically a long futures contract
position. Such options would have the same strike prices and expiration dates.
The Fund will engage in this strategy only when the Advisor believes it is more
advantageous to the Fund than purchasing the futures contract.
To the extent required by regulatory authorities, the Fund only enters into
futures contracts that are traded on national futures exchanges and are
standardized as to maturity date and underlying financial instrument. Futures
exchanges and trading are regulated under the CEA by the CFTC. Although
techniques other than sales and purchases of futures contracts could be used to
reduce the Fund's exposure to market or interest rate fluctuations, the Fund
may be able to hedge its exposure more effectively and perhaps at a lower cost
through the use of futures contracts.
An interest rate futures contract provides for the future sale by one party and
purchase by another party of a specified amount of a specific financial
instrument (E.G., debt security) for a specified price at a designated date,
time, and place. An index futures contract is an agreement pursuant to which
the parties agree to take or make delivery of an amount of cash equal to the
difference between the value of the index at the close of the last trading day
of the contract and the price at which the index futures contract was
originally written. Transaction costs are incurred when a futures contract is
bought or sold and margin deposits must be maintained. A futures contract may
be satisfied by delivery or purchase, as the case may be, of the instrument or
by payment of the change in the cash value of the index. More commonly,
futures contracts are closed out prior to delivery
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by entering into an offsetting transaction in a matching futures contract.
Although the value of an index might be a function of the value of certain
specified securities, no physical delivery of those securities is made. If the
offsetting purchase price is less than the original sale price, the Fund
realizes a gain; if it is more, the Fund realizes a loss. Conversely, if the
offsetting sale price is more than the original purchase price, the Fund
realizes a gain; if it is less, the Fund realizes a loss. The transaction
costs must also be included in these calculations. There can be no assurance,
however, that the Fund will be able to enter into an offsetting transaction
with respect to a particular futures contract at a particular time. If the
Fund is not able to enter into an offsetting transaction, the Fund will
continue to be required to maintain the margin deposits on the futures
contract.
No price is paid by the Fund upon entering into a futures contract. Instead,
at the inception of a futures contract, the Fund is required to deposit in a
segregated account with its custodian, in the name of the futures broker
through whom the transaction was effected, "initial margin" consisting of cash
and/or other appropriate liquid assets in an amount generally equal to 10% or
less of the contract value. Margin must also be deposited when writing a call
or put option on a futures contract, in accordance with applicable exchange
rules. Unlike margin in securities transactions, initial margin on futures
contracts does not represent a borrowing, but rather is in the nature of a
performance bond or good-faith deposit that is returned to the Fund at the
termination of the transaction if all contractual obligations have been
satisfied. Under certain circumstances, such as periods of high volatility,
the Fund may be required by an exchange to increase the level of its initial
margin payment, and initial margin requirements might be increased generally in
the future by regulatory action.
Subsequent "variation margin" payments are made to and from the futures broker
daily as the value of the futures position varies, a process known as "marking
to market." Variation margin does not involve borrowing, but rather represents
a daily settlement of the Fund's obligations to or from a futures broker. When
the Fund purchases an option on a future, the premium paid plus transaction
costs is all that is at risk. In contrast, when the Fund purchases or sells a
futures contract or writes a call or put option thereon, it is subject to daily
variation margin calls that could be substantial in the event of adverse price
movements. If the Fund has insufficient cash to meet daily variation margin
requirements, it might need to sell securities at a time when such sales are
disadvantageous. Purchasers and sellers of futures positions and options on
futures can enter into offsetting closing transactions by selling or
purchasing, respectively, an instrument identical to the instrument held or
written. Positions in futures and options on futures may be closed only on an
exchange or board of trade that provides a secondary market. The Fund intends
to enter into futures transactions only on exchanges or boards of trade where
there appears to be a liquid secondary market. However, there can be no
assurance that such a market will exist for a particular contract at a
particular time.
Under certain circumstances, futures exchanges may establish daily limits on
the amount that the price of a future or option on a futures contract can vary
from the previous day's settlement price; once that limit is reached, no trades
may be made that day at a price beyond the limit. Daily price limits do not
limit potential losses because prices could move to the daily limit for several
consecutive days with little or no trading, thereby preventing liquidation of
unfavorable positions.
If the Fund were unable to liquidate a futures or option on a futures contract
position due to the absence of a liquid secondary market or the imposition of
price limits, it could incur substantial losses. The Fund would continue to be
subject to market risk with respect to the position. In addition, except in
the case of purchased options, the Fund would continue to be required to make
daily variation margin payments and might be required to maintain the position
being hedged by the future or option or to maintain cash or securities in a
segregated account.
Certain characteristics of the futures market might increase the risk that
movements in the prices of futures contracts or options on futures contracts
might not correlate perfectly with movements in the prices of the investments
being hedged. For example, all participants in the futures and options on
futures contracts markets are subject to daily variation margin calls and might
be compelled to liquidate futures or options on futures contracts positions
whose prices are moving unfavorably to avoid being subject to further calls.
These liquidations could increase price volatility of the instruments and
distort the normal price relationship between the futures or options and the
investments being hedged. Also, because initial margin deposit requirements in
the futures markets are less onerous than margin requirements in the securities
markets, there might be increased participation by speculators in the future
markets. This participation also might cause temporary price distortions. In
addition, activities of large traders in both the futures and securities
markets involving arbitrage, "program trading" and other investment strategies
might result in temporary price distortions.
FOREIGN CURRENCIES. The Fund may purchase and sell foreign currency on a spot
basis, and may use currency-related derivatives instruments such as options on
foreign currencies, futures on foreign currencies, options on futures on
foreign currencies and forward currency contracts (I.E., an obligation to
purchase or sell a specific currency at a specified future date,
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which may be any fixed number of days from the contract date agreed upon by the
parties, at a price set at the time the contract is entered into). The Fund
may use these instruments for hedging or any other lawful purpose consistent
with the Fund's investment objective, including transaction hedging,
anticipatory hedging, cross hedging, proxy hedging, and position hedging. The
Fund's use of currency-related derivative instruments will be directly related
to the Fund's current or anticipated portfolio securities, and the Fund may
engage in transactions in currency-related derivative instruments as a means to
protect against some or all of the effects of adverse changes in foreign
currency exchange rates on its investment portfolio. In general, if the
currency in which a portfolio investment is denominated appreciates against the
U.S. dollar, the dollar value of the security will increase. Conversely, a
decline in the exchange rate of the currency would adversely affect the value
of the portfolio investment expressed in U.S. dollars.
For example, the Fund might use currency-related derivative instruments to
"lock in" a U.S. dollar price for a portfolio investment, thereby enabling the
Fund to protect itself against a possible loss resulting from an adverse change
in the relationship between the U.S. dollar and the subject foreign currency
during the period between the date the security is purchased or sold and the
date on which payment is made or received. The Fund also might use
currency-related derivative instruments when the Advisor believes that one
currency may experience a substantial movement against another currency,
including the U.S. dollar, and it may use currency-related derivative
instruments to sell or buy the amount of the former foreign currency,
approximating the value of some or all of the Fund's portfolio securities
denominated in such foreign currency. Alternatively, where appropriate, the
Fund may use currency-related derivative instruments to hedge all or part of
its foreign currency exposure through the use of a basket of currencies or a
proxy currency where such currency or currencies act as an effective proxy for
other currencies. The use of this basket hedging technique may be more
efficient and economical than using separate currency-related derivative
instruments for each currency exposure held by the Fund. Furthermore,
currency-related derivative instruments may be used for short hedges - for
example, the Fund may sell a forward currency contract to lock in the U.S.
dollar equivalent of the proceeds from the anticipated sale of a security
denominated in a foreign currency.
In addition, the Fund may use a currency-related derivative instrument to shift
exposure to foreign currency fluctuations from one foreign country to another
foreign country where the Advisor believes that the foreign currency exposure
purchased will appreciate relative to the U.S. dollar and thus better protect
the Fund against the expected decline in the foreign currency exposure sold.
For example, if the Fund owns securities denominated in a foreign currency and
the Advisor believes that currency will decline, it might enter into a forward
contract to sell an appropriate amount of the first foreign currency, with
payment to be made in a second foreign currency that the Advisor believes would
better protect the Fund against the decline in the first security than would a
U.S. dollar exposure. Hedging transactions that use two foreign currencies are
sometimes referred to as "cross hedges." The effective use of currency-related
derivative instruments by the Fund in a cross hedge is dependent upon a
correlation between price movements of the two currency instruments and the
underlying security involved, and the use of two currencies magnifies the risk
that movements in the price of one instrument may not correlate or may
correlate unfavorably with the foreign currency being hedged. Such a lack of
correlation might occur due to factors unrelated to the value of the currency
instruments used or investments being hedged, such as speculative or other
pressures on the markets in which these instruments are traded.
The Fund also might seek to hedge against changes in the value of a particular
currency when no hedging instruments on that currency are available or such
hedging instruments are more expensive than certain other hedging instruments.
In such cases, the Fund may hedge against price movements in that currency by
entering into transactions using currency-related derivative instruments on
another foreign currency or a basket of currencies, the values of which the
Advisor believes will have a high degree of positive correlation to the value
of the currency being hedged. The risk that movements in the price of the
hedging instrument will not correlate perfectly with movements in the price of
the currency being hedged is magnified when this strategy is used.
The use of currency-related derivative instruments by the Fund involves a
number of risks. The value of currency-related derivative instruments depends
on the value of the underlying currency relative to the U.S. dollar. Because
foreign currency transactions occurring in the interbank market might involve
substantially larger amounts than those involved in the use of such derivative
instruments, the Fund could be disadvantaged by having to deal in the odd lot
market (generally consisting of transactions of less than $1 million) for the
underlying foreign currencies at prices that are less favorable than for round
lots (generally consisting of transactions of greater than $1 million).
There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis.
Quotation information generally is
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representative of very large transactions in the interbank market and thus
might not reflect odd-lot transactions where rates might be less favorable.
The interbank market in foreign currencies is a global, round-the-clock market.
To the extent the U.S. options or futures markets are closed while the markets
for the underlying currencies remain open, significant price and rate movements
might take place in the underlying markets that cannot be reflected in the
markets for the derivative instruments until they re-open.
Settlement of transactions in currency-related derivative instruments might be
required to take place within the country issuing the underlying currency.
Thus, the Fund might be required to accept or make delivery of the underlying
foreign currency in accordance with any U.S. or foreign regulations regarding
the maintenance of foreign banking arrangements by U.S. residents and might be
required to pay any fees, taxes and charges associated with such delivery
assessed in the issuing country.
When the Fund engages in a transaction in a currency-related derivative
instrument, it relies on the counterparty to make or take delivery of the
underlying currency at the maturity of the contract or otherwise complete the
contract. In other words, the Fund will be subject to the risk that a loss may
be sustained by the Fund as a result of the failure of the counterparty to
comply with the terms of the transaction. The counterparty risk for
exchange-traded instruments is generally less than for privately negotiated or
OTC currency instruments, since generally a clearing agency, which is the
issuer or counterparty to each instrument, provides a guarantee of performance.
For privately negotiated instruments, there is no similar clearing agency
guarantee. In all transactions, the Fund will bear the risk that the
counterparty will default, and this could result in a loss of the expected
benefit of the transaction and possibly other losses to the Fund. The Fund
will enter into transactions in currency-related derivative instruments only
with counterparties that the Advisor reasonably believes are capable of
performing under the contract.
Purchasers and sellers of currency-related derivative instruments may enter
into offsetting closing transactions by selling or purchasing, respectively, an
instrument identical to the instrument purchased or sold. Secondary markets
generally do not exist for forward currency contracts, with the result that
closing transactions generally can be made for forward currency contracts only
by negotiating directly with the counterparty. Thus, there can be no assurance
that the Fund will in fact be able to close out a forward currency contract (or
any other currency-related derivative instrument) at a time and price favorable
to the Fund. In addition, in the event of insolvency of the counterparty, the
Fund might be unable to close out a forward currency contract at any time prior
to maturity. In the case of an exchange-traded instrument, the Fund will be
able to close the position out only on an exchange which provides a market for
the instruments. The ability to establish and close out positions on an
exchange is subject to the maintenance of a liquid market, and there can be no
assurance that a liquid market will exist for any instrument at any specific
time. In the case of a privately negotiated instrument, the Fund will be able
to realize the value of the instrument only by entering into a closing
transaction with the issuer or finding a third party buyer for the instrument.
While the Fund will enter into privately negotiated transactions only with
entities who are expected to be capable of entering into a closing transaction,
there can be no assurance that the Fund will in fact be able to enter into such
closing transactions.
The precise matching of currency-related derivative instrument amounts and the
value of the portfolio securities involved generally will not be possible
because the value of such securities, measured in the foreign currency, will
change after the currency-related derivative instrument position has been
established. Thus, the Fund might need to purchase or sell foreign currencies
in the spot (cash) market. The projection of short-term currency market
movements is extremely difficult, and the successful execution of a short-term
hedging strategy is highly uncertain.
Permissible foreign currency options will include options traded primarily in
the OTC market. Although options on foreign currencies are traded primarily in
the OTC market, the Fund will normally purchase or sell OTC options on foreign
currency only when the Advisor reasonably believes a liquid secondary market
will exist for a particular option at any specific time.
There will be a cost to the Fund of engaging in transactions in
currency-related derivative instruments that will vary with factors such as the
contract or currency involved, the length of the contract period and the market
conditions then prevailing. The Fund using these instruments may have to pay a
fee or commission or, in cases where the instruments are entered into on a
principal basis, foreign exchange dealers or other counterparties will realize
a profit based on the difference ("spread") between the prices at which they
are buying and selling various currencies. Thus, for example, a dealer may
offer to sell a foreign currency to the Fund at one rate, while offering a
lesser rate of exchange should the Fund desire to resell that currency to the
dealer.
When required by the SEC guidelines, the Fund will set aside permissible liquid
assets in segregated accounts or otherwise cover the Fund's potential
obligations under currency-related derivatives instruments. To the extent the
Fund's assets are so set aside, they cannot be sold while the corresponding
currency position is open, unless they are replaced with similar assets. As a
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result, if a large portion of the Fund's assets are so set aside, this could
impede portfolio management or the Fund's ability to meet redemption requests
or other current obligations.
The Advisor's decision to engage in a transaction in a particular
currency-related derivative instrument will reflect the Advisor's judgment that
the transaction will provide value to the Fund and its shareholders and is
consistent with the Fund's objectives and policies. In making such a judgment,
the Advisor will analyze the benefits and risks of the transaction and weigh
them in the context of the Fund's entire portfolio and objectives. The
effectiveness of any transaction in a currency-related derivative instrument is
dependent on a variety of factors, including the Advisor's skill in analyzing
and predicting currency values and upon a correlation between price movements
of the currency instrument and the underlying security. There might be
imperfect correlation, or even no correlation, between price movements of an
instrument and price movements of investments being hedged. Such a lack of
correlation might occur due to factors unrelated to the value of the
investments being hedged, such as speculative or other pressures on the markets
in which these instruments are traded. In addition, the Fund's use of
currency-related derivative instruments is always subject to the risk that the
currency in question could be devalued by the foreign government. In such a
case, any long currency positions would decline in value and could adversely
affect any hedging position maintained by the Fund.
The Fund's dealing in currency-related derivative instruments will generally be
limited to the transactions described above. However, the Fund reserves the
right to use currency-related derivatives instruments for different purposes
and under different circumstances. Of course, the Fund is not required to use
currency-related derivatives instruments and will not do so unless deemed
appropriate by the Advisor. It also should be realized that use of these
instruments does not eliminate, or protect against, price movements in the
Fund's securities that are attributable to other (I.E., non-currency related)
causes. Moreover, while the use of currency-related derivatives instruments
may reduce the risk of loss due to a decline in the value of a hedged currency,
at the same time the use of these instruments tends to limit any potential gain
which may result from an increase in the value of that currency.
SWAP AGREEMENTS. The Fund may enter into interest rate, securities index,
commodity, or security and currency exchange rate swap agreements for any
lawful purpose consistent with the Fund's investment objective, such as for the
purpose of attempting to obtain or preserve a particular desired return or
spread at a lower cost to the Fund than if the Fund had invested directly in an
instrument that yielded that desired return or spread. The Fund also may enter
into swaps in order to protect against an increase in the price of, or the
currency exchange rate applicable to, securities that the Fund anticipates
purchasing at a later date. Swap agreements are two-party contracts entered
into primarily by institutional investors for periods ranging from a few weeks
to several years. In a standard "swap" transaction, two parties agree to
exchange the returns (or differentials in rates of return) earned or realized
on particular predetermined investments or instruments. The gross returns to
be exchanged or "swapped" between the parties are calculated with respect to a
"notional amount" (I.E., the return on or increase in value of a particular
dollar amount invested at a particular interest rate) in a particular foreign
currency, or in a "basket" of securities representing a particular index. Swap
agreements may include interest rate caps, under which, in return for a
premium, one party agrees to make payments to the other to the extent that
interest rates exceed a specified rate, or "cap;" interest rate floors, under
which, in return for a premium, one party agrees to make payments to the other
to the extent that interest rates fall below a specified level, or "floor;" and
interest rate collars, under which a party sells a cap and purchases a floor,
or vice versa, in an attempt to protect itself against interest rate movements
exceeding given minimum or maximum levels.
The "notional amount" of the swap agreement is the agreed upon basis for
calculating the obligations that the parties to a swap agreement have agreed to
exchange. Under most swap agreements entered into by the Fund, the obligations
of the parties would be exchanged on a "net basis." Consequently, the Fund's
obligation (or rights) under a swap agreement will generally be equal only to
the net amount to be paid or received under the agreement based on the relative
values of the positions held by each party to the agreement ("net amount").
The Fund's obligation under a swap agreement will be accrued daily (offset
against amounts owed to the Fund) and any accrued but unpaid net amounts owed
to a swap counterparty will be covered by the maintenance of a segregated
account consisting of cash and/or other appropriate liquid assets.
Whether the Fund's use of swap agreements will be successful in furthering its
investment objective will depend, in part, on the Advisor's ability to predict
correctly whether certain types of investments are likely to produce greater
returns than other investments. Swap agreements may be considered to be
illiquid. Moreover, the Fund bears the risk of loss of the amount expected to
be received under a swap agreement in the event of the default or bankruptcy of
a swap agreement counterparty. Certain restrictions imposed on the Fund by the
Internal Revenue Code of 1986 ("IRC") may limit the Fund's ability to use swap
agreements. The swaps market is largely unregulated.
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The Fund will enter swap agreements only with counterparties that the Advisor
reasonably believes are capable of performing under the swap agreements. If
there is a default by the other party to such a transaction, the Fund will have
to rely on its contractual remedies (which may be limited by bankruptcy,
insolvency or similar laws) pursuant to the agreements related to the
transaction.
ADDITIONAL DERIVATIVE INSTRUMENTS AND STRATEGIES. In addition to the
derivative instruments and strategies described above and in the Prospectus,
the Advisor expects to discover additional derivative instruments and other
hedging or risk management techniques. The Advisor may utilize these new
derivative instruments and techniques to the extent that they are consistent
with the Fund's investment objective and permitted by the Fund's investment
limitations, operating policies, and applicable regulatory authorities.
THE FOLLOWING SECTION APPLIES TO THE ADVANTAGE, SHORT-TERM BOND, AND GOVERNMENT
SECURITIES FUNDS.
DURATION
Duration was developed as a more precise alternative to the concept of
"maturity." Traditionally, a debt obligations' maturity has been used as a
proxy for the sensitivity of the security's price to changes in interest rates
(which is the "interest rate risk" or "volatility" of the security). However,
maturity measures only the time until a debt obligation provides its final
payment, taking no account of the pattern of the security's payments prior to
maturity. In contrast, duration incorporates a bond's yield, coupon interest
payments, final maturity and call features into one measure. Duration
management is one of the fundamental tools used by the Advisor.
Duration is a measure of the expected life of a debt obligation on a present
value basis. Duration takes the length of the time intervals between the
present time and the time that the interest and principal payments are
scheduled or, in the case of a callable bond, the time the principal payments
are expected to be received, and weights them by the present values of the cash
to be received at each future point in time. For any debt obligation with
interest payments occurring prior to the payment of principal, duration is
always less than maturity. In general, all other things being equal, the lower
the stated or coupon rate of interest of a fixed income security, the longer
the duration of the security; conversely, the higher the stated or coupon rate
of interest of a fixed income security, the shorter the duration of the
security.
Futures, options and options on futures have durations which, in general, are
closely related to the duration of the securities which underlie them. Holding
long futures or call option positions will lengthen the duration of the Fund's
portfolio by approximately the same amount of time that holding an equivalent
amount of the underlying securities would.
Short futures or put option positions have durations roughly equal to the
negative duration of the securities that underlie these positions, and have the
effect of reducing portfolio duration by approximately the same amount of time
that selling an equivalent amount of the underlying securities would.
There are some situations where even the standard duration calculation does not
properly reflect the interest rate exposure of a security. For example,
floating and variable rate securities often have final maturities of ten or
more years; however, their interest rate exposure corresponds to the frequency
of the coupon reset. Another example where the interest rate exposure is not
properly captured by duration is mortgage pass-through securities. The stated
final maturity of such securities is generally 30 years, but current prepayment
rates are more critical in determining the securities' interest rate exposure.
Finally, the duration of a debt obligation may vary over time in response to
changes in interest rates and other market factors.
THE FOLLOWING SECTION APPLIES TO ALL UNDERLYING FUNDS, EXCEPT THE BLUE CHIP
100, GOVERNMENT SECURITIES, AND HERITAGE MONEY FUNDS.
FOREIGN INVESTMENT COMPANIES
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The Fund may invest, to a limited extent, in foreign investment companies.
Some of the countries in which the Fund invests may not permit direct
investment by outside investors. Investments in such countries may only be
permitted through foreign government-approved or -authorized investment
vehicles, which may include other investment companies. In addition, it may be
less expensive and more expedient for the Fund to invest in a foreign
investment company in a country which permits direct foreign investment.
Investing through such vehicles may involve frequent or layered fees or
expenses and may also be subject to limitation under the 1940 Act. Under the
1940 Act, the Fund may invest up to 10% of its assets in shares of other
investment companies and up to 5% of its assets in any one investment company
as long as the investment does not represent more than 3% of the voting stock
of the acquired investment company. The Fund does not intend to invest in such
investment companies unless, in the judgment of the Advisor, the potential
benefits of such investments justify the payment of any associated fees and
expenses.
THE FOLLOWING SECTIONS APPLIES TO ALL UNDERLYING FUNDS, EXCEPT THE BLUE CHIP
100 AND HERITAGE MONEY FUNDS.
FOREIGN SECURITIES
Investing in foreign securities involves a series of risks not present in
investing in U.S. securities. Many of the foreign securities held by the Fund
will not be registered with the SEC, nor will the foreign issuers be subject to
SEC reporting requirements. Accordingly, there may be less publicly available
information concerning foreign issuers of securities held by the Fund than is
available concerning U.S. companies. Disclosure and regulatory standards in
many respects are less stringent in emerging market countries than in the U.S.
and other major markets. There also may be a lower level of monitoring and
regulation of emerging markets and the activities of investors in such markets,
and enforcement of existing regulations may be extremely limited. Foreign
companies, and in particular, companies in smaller and emerging capital markets
are not generally subject to uniform accounting, auditing and financial
reporting standards, or to other regulatory requirements comparable to those
applicable to U.S. companies. The Fund's net investment income and capital
gains from its foreign investment activities may be subject to non-U.S.
withholding taxes.
The costs attributable to foreign investing that the Fund must bear frequently
are higher than those attributable to domestic investing; this is particularly
true with respect to emerging capital markets. For example, the cost of
maintaining custody of foreign securities exceeds custodian costs for domestic
securities, and transaction and settlement costs of foreign investing also
frequently are higher than those attributable to domestic investing. Costs
associated with the exchange of currencies also make foreign investing more
expensive than domestic investing. Investment income on certain foreign
securities in which the Fund may invest may be subject to foreign withholding
or other government taxes that could reduce the return of these securities.
Tax treaties between the U.S. and foreign countries, however, may reduce or
eliminate the amount of foreign tax to which the Fund would be subject.
Foreign markets also have different clearance and settlement procedures, and in
certain markets there have been times when settlements have failed to keep pace
with the volume of securities transactions, making it difficult to conduct such
transactions. Delays in settlement could result in temporary periods when
assets of the Fund are uninvested and are earning no investment return. The
inability of the Fund to make intended security purchases due to settlement
problems could cause the Fund to miss investment opportunities. Inability to
dispose of a portfolio security due to settlement problems could result either
in losses to the Fund due to subsequent declines in the value of such portfolio
security or, if the Fund has entered into a contract to sell the security,
could result in possible liability to the purchaser.
U.S. GOVERNMENT SECURITIES
U.S. government securities are issued or guaranteed by the U.S. government or
its agencies or instrumentalities. Securities issued by the government include
U.S. Treasury obligations, such as Treasury bills, notes, and bonds. Securities
issued by government agencies or instrumentalities include obligations of the
following:
- - the Federal Housing Administration, Farmers Home Administration,
Export-Import Bank of the United States, Small Business Administration, and
the Government National Mortgage Association ("GNMA"), including GNMA
pass-through certificates, whose securities are supported by the full faith
and credit of the United States;
- - the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the
Tennessee Valley Authority, whose securities are supported by the right of
the agency to borrow from the U.S. Treasury;
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- - the Federal National Mortgage Association, whose securities are supported by
the discretionary authority of the U.S. government to purchase certain
obligations of the agency or instrumentality; and
- - the Student Loan Marketing Association, the Interamerican Development Bank,
and International Bank for Reconstruction and Development, whose securities
are supported only by the credit of such agencies.
Although the U.S. government provides financial support to such U.S.
government-sponsored agencies or instrumentalities, no assurance can be given
that it will always do so. The U.S. government and its agencies and
instrumentalities do not guarantee the market value of their securities;
consequently, the value of such securities will fluctuate.
THIS SECTION APPLIES TO ALL UNDERLYING FUNDS, EXCEPT THE BLUE CHIP 100,
GOVERNMENT SECURITIES, AND HERITAGE MONEY FUNDS.
HIGH-YIELD (HIGH-RISK) SECURITIES
IN GENERAL. Non-investment grade debt obligations ("lower-quality securities")
include (1) bonds rated as low as C by Moody's Investors ("Moody's"), Standard
& Poor's Ratings Group ("S&P"), and comparable ratings of other nationally
recognized statistical rating organizations ("NRSROs"); (2) commercial paper
rated as low as C by S&P, Not Prime by Moody's, and comparable ratings of
other NRSROs; and (3) unrated debt obligations of comparable quality.
Lower-quality securities, while generally offering higher yields than
investment grade securities with similar maturities, involve greater risks,
including the possibility of default or bankruptcy. They are regarded as
predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal. The special risk considerations in connection
with investments in these securities are discussed below. Refer to the
Appendix for a description of the securities ratings.
EFFECT OF INTEREST RATES AND ECONOMIC CHANGES. The lower-quality and
comparable unrated security market is relatively new and its growth has
paralleled a long economic expansion. As a result, it is not clear how this
market may withstand a prolonged recession or economic downturn. Such
conditions could severely disrupt the market for and adversely affect the
value of such securities.
All interest-bearing securities typically experience appreciation when
interest rates decline and depreciation when interest rates rise. The market
values of lower-quality and comparable unrated securities tend to reflect
individual corporate developments to a greater extent than do higher rated
securities, which react primarily to fluctuations in the general level of
interest rates. Lower-quality and comparable unrated securities also tend to
be more sensitive to economic conditions than are higher-rated securities. As
a result, they generally involve more credit risks than securities in the
higher-rated categories. During an economic downturn or a sustained period of
rising interest rates, highly leveraged issuers of lower-quality and
comparable unrated securities may experience financial stress and may not have
sufficient revenues to meet their payment obligations. The issuer's ability
to service its debt obligations may also be adversely affected by specific
corporate developments, the issuer's inability to meet specific projected
business forecasts or the unavailability of additional financing. The risk of
loss due to default by an issuer of these securities is significantly greater
than issuers of higher-rated securities because such securities are generally
unsecured and are often subordinated to other creditors. Further, if the
issuer of a lower-quality or comparable unrated security defaulted, the Fund
might incur additional expenses to seek recovery. Periods of economic
uncertainty and changes would also generally result in increased volatility in
the market prices of these securities and thus in the Fund's net asset value.
As previously stated, the value of a lower-quality or comparable unrated
security will decrease in a rising interest rate market and accordingly, so
will the Fund's net asset value. If the Fund experiences unexpected net
redemptions in such a market, it may be forced to liquidate a portion of its
portfolio securities without regard to their investment merits. Due to the
limited liquidity of lower-quality and comparable unrated securities
(discussed below), the Fund may be forced to liquidate these securities at a
substantial discount. Any such liquidation would force the Fund to sell the
more liquid portion of its portfolio.
PAYMENT EXPECTATIONS. Lower-quality and comparable unrated securities
typically contain redemption, call or prepayment provisions which permit the
issuer of such securities containing such provisions to, at its discretion,
redeem the securities. During periods of falling interest rates, issuers of
these securities are likely to redeem or prepay the securities and refinance
them with debt securities with a lower interest rate. To the extent an issuer
is able to refinance the securities, or otherwise redeem them, the Fund may
have to replace the securities with a lower yielding security, which would
result in a lower return for the Fund.
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CREDIT RATINGS. Credit ratings issued by credit rating agencies are designed
to evaluate the safety of principal and interest payments of rated securities.
They do not, however, evaluate the market value risk of lower-quality
securities and, therefore, may not fully reflect the true risks of an
investment. In addition, credit rating agencies may or may not make timely
changes in a rating to reflect changes in the economy or in the condition of
the issuer that affect the market value of the security. Consequently, credit
ratings are used only as a preliminary indicator of investment quality.
Investments in lower-quality and comparable unrated obligations will be more
dependent on the Advisor's credit analysis than would be the case with
investments in investment-grade debt obligations. The Advisor employs its own
credit research and analysis, which includes a study of existing debt, capital
structure, ability to service debt and to pay dividends, the issuer's
sensitivity to economic conditions, its operating history and the current
trend of earnings. The Advisor continually monitors the investments in the
Fund's portfolio and carefully evaluates whether to dispose of or to retain
lower-quality and comparable unrated securities whose credit ratings or credit
quality may have changed.
LIQUIDITY AND VALUATION. The Fund may have difficulty disposing of certain
lower-quality and comparable unrated securities because there may be a thin
trading market for such securities. Because not all dealers maintain markets
in all lower-quality and comparable unrated securities, there is no
established retail secondary market for many of these securities. The Fund
anticipates that such securities could be sold only to a limited number of
dealers or institutional investors. To the extent a secondary trading market
does exist, it is generally not as liquid as the secondary market for
higher-rated securities. The lack of a liquid secondary market may have an
adverse impact on the market price of the security. As a result, the Fund's
asset value and ability to dispose of particular securities, when necessary to
meet the Fund's liquidity needs or in response to a specific economic event,
may be impacted. The lack of a liquid secondary market for certain securities
may also make it more difficult for the Fund to obtain accurate market
quotations for purposes of valuing the Fund's portfolio. Market quotations
are generally available on many lower-quality and comparable unrated issues
only from a limited number of dealers and may not necessarily represent firm
bids of such dealers or prices for actual sales. During periods of thin
trading, the spread between bid and asked prices is likely to increase
significantly. In addition, adverse publicity and investor perceptions,
whether or not based on fundamental analysis, may decrease the values and
liquidity of lower-quality and comparable unrated securities, especially in a
thinly traded market.
LEGISLATION. Legislation may be adopted, from time to time, designed to limit
the use of certain lower-quality and comparable unrated securities by certain
issuers. It is anticipated that if additional legislation is enacted or
proposed, it could have a material affect on the value of these securities and
the existence of a secondary trading market for the securities.
ILLIQUID SECURITIES
The Fund may invest in illiquid securities (I.E., securities that are not
readily marketable). However, the Fund will not acquire illiquid securities
if, as a result, the illiquid securities would comprise more than 15% (10% for
money market funds) of the value of the Fund's net assets (or such other
amounts as may be permitted under the 1940 Act). However, as a matter of
internal policy, the Advisor intends to limit the Fund's investments in
illiquid securities to 10% of its net assets.
The Board of Directors of the Fund, or its delegate, has the ultimate
authority to determine, to the extent permissible under the federal securities
laws, which securities are illiquid for purposes of this limitation. Certain
securities exempt from registration or issued in transactions exempt from
registration under the Securities Act of 1933, as amended ("Securities Act"),
such as securities that may be resold to institutional investors under Rule
144A under the Securities Act and Section 4(2) commercial paper, may be
considered liquid under guidelines adopted by the Fund's Board of Directors.
The Board of Directors of the Fund has delegated to the Advisor the day-to-day
determination of the liquidity of a security, although it has retained
oversight and ultimate responsibility for such determinations. The Board of
Directors has directed the Advisor to look to such factors as (1) the
frequency of trades or quotes for a security, (2) the number of dealers
willing to purchase or sell the security and number of potential buyers, (3)
the willingness of dealers to undertake to make a market in the security, (4)
the nature of the security and nature of the marketplace trades, such as the
time needed to dispose of the security, the method of soliciting offers, and
the mechanics of transfer, (5) the likelihood that the security's
marketability will be maintained throughout the anticipated holding period,
and (6) any other relevant factors. The Advisor may determine 4(2) commercial
paper to be liquid if (1) the 4(2) commercial paper is not traded flat or in
default as to principal and interest, (2) the 4(2) commercial paper is rated
in one of the two highest rating categories by at least two NRSROs, or if only
one NRSRO rates the security, by that NRSRO, or is determined by the Advisor
to be of equivalent quality, and (3) the Advisor considers the trading market
for the specific security taking into account all relevant factors. With
respect to any foreign holdings, a foreign security
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may be considered liquid by the Advisor (despite its restricted nature under
the Securities Act) if the security can be freely traded in a foreign
securities market and all the facts and circumstances support a finding of
liquidity.
Restricted securities may be sold only in privately negotiated transactions or
in a public offering with respect to which a registration statement is in
effect under the Securities Act. Where registration is required, the Fund may
be obligated to pay all or part of the registration expenses and a
considerable period may elapse between the time of the decision to sell and
the time the Fund may be permitted to sell a security under an effective
registration statement. If, during such a period, adverse market conditions
were to develop, the Fund might obtain a less favorable price than prevailed
when it decided to sell. Restricted securities will be priced in accordance
with pricing procedures adopted by the Board of Directors of the Fund. If
through the appreciation of restricted securities or the depreciation of
unrestricted securities the Fund should be in a position where more than 15%
of the value of its net assets are invested in illiquid securities, including
restricted securities which are not readily marketable (except for 144A
Securities and 4(2) commercial paper deemed to be liquid by the Advisor), the
Fund will take such steps as is deemed advisable, if any, to protect the
liquidity of the Fund's portfolio.
The Fund may sell OTC options and, in connection therewith, segregate assets
or cover its obligations with respect to OTC options written by the Fund. The
assets used as cover for OTC options written by the Fund will be considered
illiquid unless the OTC options are sold to qualified dealers who agree that
the Fund may repurchase any OTC option it writes at a maximum price to be
calculated by a formula set forth in the option agreement. The cover for an
OTC option written subject to this procedure would be considered illiquid only
to the extent that the maximum repurchase price under the formula exceeds the
intrinsic value of the option.
LENDING OF PORTFOLIO SECURITIES
The Fund is authorized to lend up to 33 1/3% of the total value of its
portfolio securities to broker-dealers or institutional investors that the
Advisor deems qualified, but only when the borrower maintains with the Fund's
custodian bank collateral either in cash or money market instruments in an
amount at least equal to the market value of the securities loaned, plus
accrued interest and dividends, determined on a daily basis and adjusted
accordingly. Although the Fund is authorized to lend, the Fund does not
presently intend to engage in lending. In determining whether to lend
securities to a particular broker-dealer or institutional investor, the
Advisor will consider, and during the period of the loan will monitor, all
relevant facts and circumstances, including the creditworthiness of the
borrower. The Fund will retain authority to terminate any loans at any time.
The Fund may pay reasonable administrative and custodial fees in connection
with a loan and may pay a negotiated portion of the interest earned on the
cash or money market instruments held as collateral to the borrower or placing
broker. The Fund will receive reasonable interest on the loan or a flat fee
from the borrower and amounts equivalent to any dividends, interest or other
distributions on the securities loaned. The Fund will retain record ownership
of loaned securities to exercise beneficial rights, such as voting and
subscription rights and rights to dividends, interest or other distributions,
when retaining such rights is considered to be in the Fund's interest.
THE FOLLOWING SECTION APPLIES TO THE ADVANTAGE, SHORT-TERM BOND, AND
GOVERNMENT SECURITIES FUNDS.
LOAN INTERESTS
The Fund may acquire a loan interest (a "Loan Interest"). A Loan Interest is
typically originated, negotiated, and structured by a U.S. or foreign
commercial bank, insurance company, finance company, or other financial
institution ("Agent") for a lending syndicate of financial institutions. The
Agent typically administers and enforces the loan on behalf of the other
lenders in the syndicate. In addition, an institution, typically but not
always the Agent ("Collateral Bank"), holds collateral (if any) on behalf of
the lenders. These Loan Interests may take the form of participation
interests in, assignments of or novations of a loan during its secondary
distribution, or direct interests during a primary distribution. Such Loan
Interests may be acquired from U.S. or foreign banks, insurance companies,
finance companies, or other financial institutions who have made loans or are
members of a lending syndicate or from other holders of Loan Interests. The
Fund may also acquire Loan Interests under which the Fund derives its rights
directly from the borrower. Such Loan Interests are separately enforceable by
the Fund against the borrower and all payments of interest and principal are
typically made directly to the Fund from the borrower. In the event that the
Fund and other lenders become entitled to take possession of shared
collateral, it is anticipated that such collateral would be held in the
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custody of a Collateral Bank for their mutual benefit. The Fund may not act as
an Agent, a Collateral Bank, a guarantor or sole negotiator or structurer with
respect to a loan.
The Advisor will analyze and evaluate the financial condition of the borrower
in connection with the acquisition of any Loan Interest. The Advisor also
analyzes and evaluates the financial condition of the Agent and, in the case
of Loan Interests in which the Fund does not have privity with the borrower,
those institutions from or through whom the Fund derives its rights in a loan
("Intermediate Participants").
In a typical loan, the Agent administers the terms of the loan agreement. In
such cases, the Agent is normally responsible for the collection of principal
and interest payments from the borrower and the apportionment of these
payments to the credit of all institutions which are parties to the loan
agreement. The Fund will generally rely upon the Agent or an Intermediate
Participant to receive and forward to the Fund its portion of the principal
and interest payments on the loan. Furthermore, unless under the terms of a
participation agreement the Fund has direct recourse against the borrower, the
Fund will rely on the Agent and the other members of the lending syndicate to
use appropriate credit remedies against the borrower. The Agent is typically
responsible for monitoring compliance with covenants contained in the loan
agreement based upon reports prepared by the borrower. The seller of the Loan
Interest usually does, but is often not obligated to, notify holders of Loan
Interests of any failures of compliance. The Agent may monitor the value of
the collateral and, if the value of the collateral declines, may accelerate
the loan, may give the borrower an opportunity to provide additional
collateral or may seek other protection for the benefit of the participants in
the loan. The Agent is compensated by the borrower for providing these
services under a loan agreement, and such compensation may include special
fees paid upon structuring and funding the loan and other fees paid on a
continuing basis. With respect to Loan Interests for which the Agent does not
perform such administrative and enforcement functions, the Fund will perform
such tasks on its own behalf, although a Collateral Bank will typically hold
any collateral on behalf of the Fund and the other lenders pursuant to the
applicable loan agreement.
A financial institution's appointment as Agent may usually be terminated in
the event that it fails to observe the requisite standard of care or becomes
insolvent, enters Federal Deposit Insurance Corporation ("FDIC") receivership,
or, if not FDIC insured, enters into bankruptcy proceedings. A successor
Agent would generally be appointed to replace the terminated Agent, and assets
held by the Agent under the loan agreement should remain available to holders
of Loan Interests. However, if assets held by the Agent for the benefit of
the Fund were determined to be subject to the claims of the Agent's general
creditors, the Fund might incur certain costs and delays in realizing payment
on a loan interest, or suffer a loss of principal and/or interest. In
situations involving Intermediate Participants, similar risks may arise.
Purchasers of Loan Interests depend primarily upon the creditworthiness of the
borrower for payment of principal and interest. If the Fund does not receive
scheduled interest or principal payments on such indebtedness, the Fund's
share price and yield could be adversely affected. Loans that are fully
secured offer the Fund more protections than an unsecured loan in the event of
non-payment of scheduled interest or principal. However, there is no
assurance that the liquidation of collateral from a secured loan would satisfy
the borrower's obligation, or that the collateral can be liquidated.
Indebtedness of borrowers whose creditworthiness is poor involves
substantially greater risks, and may be highly speculative. Borrowers that
are in bankruptcy or restructuring may never pay off their indebtedness, or
may pay only a small fraction of the amount owed. Direct indebtedness of
developing countries will also involve a risk that the governmental entities
responsible for the repayment of the debt may be unable, or unwilling, to pay
interest and repay principal when due.
THE FOLLOWING SECTION APPLIES TO THE ADVANTAGE, SHORT-TERM BOND, AND
GOVERNMENT SECURITIES FUNDS.
MATURITY
The Fund's average portfolio maturity represents an average based on the
actual stated maturity dates of the debt securities in the Fund's portfolio,
except that (1) variable-rate securities are deemed to mature at the next
interest-rate adjustment date, (2) debt securities with put features are
deemed to mature at the next put-exercise date, (3) the maturity of
mortgage-backed and certain other asset-backed securities is determined on an
"expected life" basis by the Advisor and (4) securities being hedged with
futures contracts may be deemed to have a longer maturity, in the case of
purchases of futures contracts, and a shorter maturity, in the case of sales
of futures contracts, than they would otherwise be deemed to have. In
addition, a security that is subject to redemption at the option of the issuer
on a particular date ("call date"), which is prior to the security's stated
maturity, may be deemed to mature on the call date rather than on its stated
maturity date. The call date of a security will be used to calculate average
portfolio maturity when the Advisor reasonably anticipates, based upon
information available to it, that the issuer will
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exercise its right to redeem the security. The average portfolio maturity of
the Fund is dollar-weighted based upon the market value of the Fund's
securities at the time of the calculation.
The Fund may utilize puts which are provided on a "best efforts" or similar
basis (a "soft put") to shorten the maturity of securities when the Advisor
reasonably believes, based upon information available to it at the time the
security is acquired, that the issuer of the put has or will have both the
willingness and the resources or creditworthiness to repurchase the securities
at the time the Fund exercises the put. Failure of an issuer to honor a soft
put may, depending on the specific put, have a variety of possible
consequences, including (a) an automatic extension of the put to a later date,
(b) the elimination of the put, in which case the effective maturity of the
security may be its final maturity date, or (c) a default of the security,
typically after the passage of a cure period. Should either the exercise date
of the put automatically extend or the put right be eliminated as a result of
the failure to honor a soft put, the affected security may include a provision
which adjusts the interest rate on the security to an amount intended to
result in the security being priced at par. However, not all securities have
rate reset provisions or, if they have such provisions, the reset rate may be
capped at a rate which would prevent the security from being priced at par.
Furthermore, it is possible that the interest rate may reset to a level which
increases the interest expense to the issuer by an amount which negatively
affects the credit quality of the security.
THE FOLLOWING SECTION APPLIES TO ALL UNDERLYING FUNDS, EXCEPT THE BLUE CHIP
100 AND HERITAGE MONEY FUNDS.
MORTGAGE- AND ASSET-BACKED DEBT SECURITIES
Mortgage-backed securities represent direct or indirect participations in, or
are secured by and payable from, mortgage loans secured by real property, and
include single- and multi-class pass-through securities and collateralized
mortgage obligations. Such securities may be issued or guaranteed by U.S.
government agencies or instrumentalities, such as the Government National
Mortgage Association and the Federal National Mortgage Association, or by
private issuers, generally originators and investors in mortgage loans,
including savings associations, mortgage bankers, commercial banks, investment
bankers, and special purpose entities (collectively, "private lenders").
Mortgage-backed securities issued by private lenders may be supported by pools
of mortgage loans or other mortgage-backed securities that are guaranteed,
directly or indirectly, by the U.S. government or one of its agencies or
instrumentalities, or they may be issued without any governmental guarantee of
the underlying mortgage assets but with some form of non-governmental credit
enhancement.
Asset-backed securities have structural characteristics similar to
mortgage-backed securities. Asset-backed debt obligations represent direct or
indirect participation in, or are secured by and payable from, assets such as
motor vehicle installment sales contracts, other installment loan contracts,
home equity loans, leases of various types of property, and receivables from
credit card or other revolving credit arrangements. The credit quality of
most asset-backed securities depends primarily on the credit quality of the
assets underlying such securities, how well the entity issuing the security is
insulated from the credit risk of the originator or any other affiliated
entities, and the amount and quality of any credit enhancement of the
securities. Payments or distributions of principal and interest on
asset-backed debt obligations may be supported by non-governmental credit
enhancements including letters of credit, reserve funds,
overcollateralization, and guarantees by third parties. The market for
privately issued asset-backed debt obligations is smaller and less liquid than
the market for government sponsored mortgage-backed securities.
The rate of principal payment on mortgage- and asset-backed securities
generally depends on the rate of principal payments received on the underlying
assets which in turn may be affected by a variety of economic and other
factors. As a result, the yield on any mortgage- and asset-backed security is
difficult to predict with precision and actual yield to maturity may be more
or less than the anticipated yield to maturity. The yield characteristics of
mortgage- and asset-backed securities differ from those of traditional debt
securities. Among the principal differences are that interest and principal
payments are made more frequently on mortgage-and asset-backed securities,
usually monthly, and that principal may be prepaid at any time because the
underlying mortgage loans or other assets generally may be prepaid at any
time. As a result, if the Fund purchases these securities at a premium, a
prepayment rate that is faster than expected will reduce yield to maturity,
while a prepayment rate that is slower than expected will have the opposite
effect of increasing the yield to maturity. Conversely, if the Fund purchases
these securities at a discount, a prepayment rate that is faster than expected
will increase yield to maturity, while a prepayment rate that is slower than
expected will reduce yield to maturity. Amounts available for reinvestment by
the Fund are likely to be greater during a period of declining interest rates
and, as a result, are likely to be reinvested at lower interest rates than
during a period of rising interest rates. Accelerated prepayments on
securities purchased by the Fund at a premium also impose a risk of loss of
principal because the premium may not have been fully amortized at the time
the principal is prepaid in full. The market for privately issued
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mortgage- and asset-backed securities is smaller and less liquid than the
market for government-sponsored mortgage-backed securities.
While many mortgage- and asset-backed securities are issued with only one
class of security, many are issued in more than one class, each with different
payment terms. Multiple class mortgage- and asset-backed securities are
issued for two main reasons. First, multiple classes may be used as a method
of providing credit support. This is accomplished typically through creation
of one or more classes whose right to payments on the security is made
subordinate to the right to such payments of the remaining class or classes.
Second, multiple classes may permit the issuance of securities with payment
terms, interest rates, or other characteristics differing both from those of
each other and from those of the underlying assets. Examples include
so-called "strips" (mortgage- and asset-backed securities entitling the holder
to disproportionate interests with respect to the allocation of interest and
principal of the assets backing the security), and securities with class or
classes having characteristics which mimic the characteristics of
non-mortgage- or asset-backed securities, such as floating interest rates
(I.E., interest rates which adjust as a specified benchmark changes) or
scheduled amortization of principal.
The Fund may invest in stripped mortgage- or asset-backed securities, which
receive differing proportions of the interest and principal payments from the
underlying assets. The market value of such securities generally is more
sensitive to changes in prepayment and interest rates than is the case with
traditional mortgage- and asset-backed securities, and in some cases such
market value may be extremely volatile. With respect to certain stripped
securities, such as interest only and principal only classes, a rate of
prepayment that is faster or slower than anticipated may result in the Fund
failing to recover all or a portion of its investment, even though the
securities are rated investment grade.
Mortgage- and asset-backed securities backed by assets, other than as
described above, or in which the payment streams on the underlying assets are
allocated in a manner different than those described above may be issued in
the future. The Fund may invest in such securities if such investment is
otherwise consistent with its investment objectives and policies and with the
investment restrictions of the Fund.
MUNICIPAL OBLIGATIONS
IN GENERAL. Municipal obligations are debt obligations issued by or on behalf
of states, territories, and possessions of the United States and the District
of Columbia and their political subdivisions, agencies, and instrumentalities.
Municipal obligations generally include debt obligations issued to obtain
funds for various public purposes. Certain types of municipal obligations are
issued in whole or in part to obtain funding for privately operated facilities
or projects. Municipal obligations include general obligation bonds, revenue
bonds, industrial development bonds, notes, and municipal lease obligations.
Municipal obligations also include obligations, the interest on which is
exempt from federal income tax, that may become available in the future as
long as the Board of Directors of the Fund determines that an investment in
any such type of obligation is consistent with the Fund's investment
objective.
BONDS AND NOTES. General obligation bonds are secured by the issuer's pledge
of its full faith, credit, and taxing power for the payment of interest and
principal. Revenue bonds are payable only from the revenues derived from a
project or facility or from the proceeds of a specified revenue source.
Industrial development bonds are generally revenue bonds secured by payments
from and the credit of private users. Municipal notes are issued to meet the
short-term funding requirements of state, regional, and local governments.
Municipal notes include tax anticipation notes, bond anticipation notes,
revenue anticipation notes, tax and revenue anticipation notes, construction
loan notes, short-term discount notes, tax-exempt commercial paper, demand
notes, and similar instruments.
LEASE OBLIGATIONS. Municipal lease obligations may take the form of a lease,
an installment purchase, or a conditional sales contract. They are issued by
state and local governments and authorities to acquire land, equipment, and
facilities, such as state and municipal vehicles, telecommunications and
computer equipment, and other capital assets. The Fund may purchase these
obligations directly, or it may purchase participation interests in such
obligations. (See "Participation Interests" below.) Municipal leases are
generally subject to greater risks than general obligation or revenue bonds.
State constitutions and statutes set forth requirements that states or
municipalities must meet in order to issue municipal obligations. Municipal
leases may contain a covenant by the state or municipality to budget for,
appropriate, and make payments due under the obligation. Certain municipal
leases may, however, contain "non-appropriation" clauses which provide that
the issuer is not obligated to make payments on the obligation in future years
unless funds have been appropriated for this purpose each year. Accordingly,
such
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obligations are subject to "non-appropriation" risk. While municipal leases are
secured by the underlying capital asset, it may be difficult to dispose of any
such asset in the event of non-appropriation or other default.
MORTGAGE-BACKED BONDS. The Fund's investments in municipal obligations may
include mortgage-backed municipal obligations, which are a type of municipal
security issued by a state, authority, or municipality to provide financing
for residential housing mortgages to target groups, generally low-income
individuals who are first-time home buyers. The Fund's interest, evidenced by
such obligations, is an undivided interest in a pool of mortgages. Payments
made on the underlying mortgages and passed through to the Fund will represent
both regularly scheduled principal and interest payments. The Fund may also
receive additional principal payments representing prepayments of the
underlying mortgages. While a certain level of prepayments can be expected,
regardless of the interest rate environment, it is anticipated that prepayment
of the underlying mortgages will accelerate in periods of declining interest
rates. In the event that the Fund receives principal prepayments in a
declining interest-rate environment, its reinvestment of such funds may be in
bonds with a lower yield.
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PARTICIPATION INTERESTS
A participation interest gives the Fund an undivided interest in a municipal
obligation in the proportion that the Fund's participation interest bears to
the principal amount of the obligation. These instruments may have fixed,
floating, or variable rates of interest. The Fund will only purchase
participation interests if accompanied by an opinion of counsel that the
interest earned on the underlying municipal obligations will be tax-exempt. If
the Fund purchases unrated participation interests, the Board of Directors or
its delegate must have determined that the credit risk is equivalent to the
rated obligations in which the Fund may invest. Participation interests may be
backed by a letter of credit or guaranty of the selling institution. When
determining whether such a participation interest meets the Fund's credit
quality requirements, the Fund may look to the credit quality of any financial
guarantor providing a letter of credit or guaranty.
REPURCHASE AGREEMENTS
The Fund may enter into repurchase agreements with certain banks or non-bank
dealers. In a repurchase agreement, the Fund buys a security at one price,
and at the time of sale, the seller agrees to repurchase the obligation at a
mutually agreed upon time and price (usually within seven days). The
repurchase agreement, thereby, determines the yield during the purchaser's
holding period, while the seller's obligation to repurchase is secured by the
value of the underlying security. The Advisor will monitor, on an ongoing
basis, the value of the underlying securities to ensure that the value always
equals or exceeds the repurchase price plus accrued interest. Repurchase
agreements could involve certain risks in the event of a default or insolvency
of the other party to the agreement, including possible delays or restrictions
upon the Fund's ability to dispose of the underlying securities. Although no
definitive creditworthiness criteria are used, the Advisor reviews the
creditworthiness of the banks and non-bank dealers with which the Fund enters
into repurchase agreements to evaluate those risks. The Fund may, under
certain circumstances, deem repurchase agreements collateralized by U.S.
government securities to be investments in U.S. government securities.
THE FOLLOWING SECTION APPLIES TO ALL UNDERLYING FUNDS, EXCEPT THE BLUE CHIP 100
FUND.
REVERSE REPURCHASE AGREEMENTS AND MORTGAGE DOLLAR ROLLS
The Fund may engage in reverse repurchase agreements to facilitate portfolio
liquidity, a practice common in the mutual fund industry, or for arbitrage
transactions as discussed below. In a reverse repurchase agreement, the Fund
would sell a security and enter into an agreement to repurchase the security
at a specified future date and price. The Fund generally retains the right to
interest and principal payments on the security. Since the Fund receives cash
upon entering into a reverse repurchase agreement, it may be considered a
borrowing. When required by guidelines of the SEC, the Fund will set aside
permissible liquid assets in a segregated account to secure its obligations to
repurchase the security.
The Fund may also enter into mortgage dollar rolls, in which the Fund would
sell mortgage-backed securities for delivery in the current month and
simultaneously contract to purchase substantially similar securities on a
specified future date. While the Fund would forego principal and interest
paid on the mortgage-backed securities during the roll period, the Fund would
be compensated by the difference between the current sales price and the lower
price for the future purchase as well as by any interest earned on the
proceeds of the initial sale. The Fund also could be compensated through the
receipt of fee income equivalent to a lower forward price. At the time the
Fund would enter into a mortgage dollar roll, it would set aside permissible
liquid assets in a segregated account to secure its obligation for the forward
commitment to buy mortgage-backed securities. Mortgage dollar roll
transactions may be considered a borrowing by the Fund.
The mortgage dollar rolls and reverse repurchase agreements entered into by
the Fund may be used as arbitrage transactions in which the Fund will maintain
an offsetting position in investment grade debt obligations or repurchase
agreements that mature on or before the settlement date on the related
mortgage dollar roll or reverse repurchase agreements. Since the Fund will
receive interest on the securities or repurchase agreements in which it
invests the transaction proceeds, such transactions may involve leverage.
However, since such securities or repurchase agreements will be high quality
and will mature on or before the
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settlement date of the mortgage dollar roll or reverse repurchase agreement,
the Advisor believes that such arbitrage transactions do not present the risks
to the Fund that are associated with other types of leverage.
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THE FOLLOWING SECTION APPLIES TO THE HERITAGE MONEY FUND ONLY.
RULE 2A-7: MATURITY, QUALITY, AND DIVERSIFICATION RESTRICTIONS
All capitalized but undefined terms in this discussion shall have the meaning
such terms have in Rule 2a-7 under the 1940 Act. The Fund is subject to
certain maturity restrictions in accordance with Rule 2a-7 for money market
funds that use the amortized cost method of valuation to maintain a stable net
asset value of $1.00 per share. Accordingly, the Fund will (1) maintain a
dollar weighted average portfolio maturity of 90 days or less, and (2) will
purchase securities with a remaining maturity of no more than 13 months (397
calendar days). Further, the Fund will limit its investments to U.S.
dollar-denominated securities which represent minimal credit risks and meet
certain credit quality and diversification requirements. For purposes of
calculating the maturity of portfolio instruments, the Fund will follow the
requirements of Rule 2a-7. Under Rule 2a-7, the maturity of portfolio
instruments is calculated as indicated below.
Generally, the maturity of a portfolio instrument shall be deemed to be the
period remaining (calculated from the trade date or such other date on which
the Fund's interest in the instrument is subject to market action) until the
date noted on the face of the instrument as the date on which, in accordance
with the terms of the security, the principal amount must unconditionally be
paid, or in the case of an instrument called for redemption, the date on which
the redemption payment must be made.
The Fund is subject to certain credit quality restrictions pursuant to Rule
2a-7 under the 1940 Act. The Fund will invest at least 95% of its assets in
instruments determined to present minimal credit risks. The balance of the
securities in which the Fund may invest are instruments determined to present
minimal credit risks, which do not qualify as first-tier securities. These
are referred to as "second-tier securities."
THE FOLLOWING SECTION APPLIES TO ALL UNDERLYING FUNDS, EXCEPT THE BLUE CHIP 100
AND THE MONEY FUNDS.
SHORT SALES
The Fund may sell securities short (1) to hedge unrealized gains on portfolio
securities or (2) if it covers such short sale with liquid assets as required
by the current rules and positions of the SEC or its staff. Selling
securities short against the box involves selling a security that the Fund
owns or has the right to acquire, for delivery at a specified date in the
future. If the Fund sells securities short against the box, it may protect
unrealized gains, but will lose the opportunity to profit on such securities
if the price rises.
THE FOLLOWING SECTION APPLIES TO THE GROWTH, COMMON STOCK, AND GROWTH AND
INCOME FUNDS.
SMALL AND MEDIUM COMPANIES
The Fund may invest its assets in small- and medium-capitalization companies.
While small- and medium-capitalization companies generally have the potential
for rapid growth, investments in small- and medium-capitalization companies
often involve greater risks than investments in larger, more established
companies because small- and medium-capitalization companies may lack the
management experience, financial resources, product diversification, and
competitive strengths of larger companies. In addition, in many instances the
securities of small- and medium-capitalization companies are traded only OTC
or on a regional securities exchange, and the frequency and volume of their
trading is substantially less than is typical of larger companies. Therefore,
the securities of small- and medium-capitalization companies may be subject to
greater and more abrupt price fluctuations. When making large sales, the Fund
may have to sell portfolio holdings at discounts from quoted prices or may
have to make a series of small sales over an extended period of time due to
the trading volume of small and medium company securities. Investors should
be aware that, based on the foregoing factors, an investment in the Fund may
be subject to greater price fluctuations than an investment in the Fund that
invests primarily in larger, more established companies. The Advisor's
research efforts may also play a greater role in selecting securities for the
Fund than in the Fund that invests in larger, more established companies.
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THE FOLLOWING SECTION APPLIES TO ALL UNDERLYING FUNDS, EXCEPT THE BLUE CHIP
100 FUND.
STANDBY COMMITMENTS
In order to facilitate portfolio liquidity, the Fund may acquire standby
commitments from brokers, dealers, or banks with respect to securities in its
portfolio. Standby commitments entitle the holder to achieve same-day
settlement and receive an exercise price equal to the amortized cost of the
underlying security plus accrued interest. Standby commitments generally
increase the cost of the acquisition of the underlying security, thereby
reducing the yield. Standby commitments are subject to the issuer's ability
to fulfill its obligation upon demand. Although no definitive
creditworthiness criteria are used, the Advisor reviews the creditworthiness
of the brokers, dealers, and banks from which the Fund obtains standby
commitments to evaluate those risks.
THE FOLLOWING SECTION APPLIES TO ALL UNDERLYING FUNDS, EXCEPT THE BLUE CHIP
100 FUND.
VARIABLE- OR FLOATING-RATE SECURITIES
The Fund may invest in securities which offer a variable- or floating-rate of
interest. Variable-rate securities provide for automatic establishment of a
new interest rate at fixed intervals (E.G., daily, monthly, semi-annually,
etc.). Floating-rate securities generally provide for automatic adjustment of
the interest rate whenever some specified interest rate index changes. The
interest rate on variable- or floating-rate securities is ordinarily
determined by reference to or is a percentage of a bank's prime rate, the
90-day U.S. Treasury bill rate, the rate of return on commercial paper or bank
certificates of deposit, an index of short-term interest rates, or some other
objective measure.
Variable- or floating-rate securities frequently include a demand feature
entitling the holder to sell the securities to the issuer at par. In many
cases, the demand feature can be exercised at any time on seven days notice;
in other cases, the demand feature is exercisable at any time on 30 days
notice or on similar notice at intervals of not more than one year. Some
securities which do not have variable or floating interest rates may be
accompanied by puts producing similar results and price characteristics. When
considering the maturity of any instrument which may be sold or put to the
issuer or a third party, the Fund may consider that instrument's maturity to
be shorter than its stated maturity.
Variable-rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, which may change daily
without penalty, pursuant to direct arrangements between the Fund, as lender,
and the borrower. The interest rates on these notes fluctuate from time to
time. The issuer of such obligations normally has a corresponding right,
after a given period, to prepay in its discretion the outstanding principal
amount of the obligations plus accrued interest upon a specified number of
days notice to the holders of such obligations. The interest rate on a
floating-rate demand obligation is based on a known lending rate, such as a
bank's prime rate, and is adjusted automatically each time such rate is
adjusted. The interest rate on a variable-rate demand obligation is adjusted
automatically at specified intervals. Frequently, such obligations are
secured by letters of credit or other credit support arrangements provided by
banks. Because these obligations are direct lending arrangements between the
lender and borrower, it is not contemplated that such instruments will
generally be traded. There generally is not an established secondary market
for these obligations, although they are redeemable at face value.
Accordingly, where these obligations are not secured by letters of credit or
other credit support arrangements, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on demand. Such
obligations frequently are not rated by credit rating agencies and, if not so
rated, the Fund may invest in them only if the Advisor determines that at the
time of investment the obligations are of comparable quality to the other
obligations in which the Fund may invest. The Advisor, on behalf of the Fund,
will consider on an ongoing basis the creditworthiness of the issuers of the
floating- and variable-rate demand obligations in the Fund's portfolio.
The Fund will not invest more than 15% of its net assets (10% for money market
funds) in variable- and floating-rate demand obligations that are not readily
marketable (a variable- or floating-rate demand obligation that may be
disposed of on not more than seven days notice will be deemed readily
marketable and will not be subject to this limitation). In addition, each
variable- or floating-rate obligation must meet the credit quality
requirements applicable to all the Fund's investments at the time of purchase.
When determining whether such an obligation meets the Fund's credit quality
requirements, the Fund may look to the credit quality of the financial
guarantor providing a letter of credit or other credit support arrangement.
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In determining the Fund's weighted average portfolio maturity, the Fund will
consider a floating- or variable-rate security to have a maturity equal to its
stated maturity (or redemption date if it has been called for redemption),
except that it may consider (1) variable-rate securities to have a maturity
equal to the period remaining until the next readjustment in the interest
rate, unless subject to a demand feature, (2) variable-rate securities subject
to a demand feature to have a remaining maturity equal to the longer of (a)
the next readjustment in the interest rate or (b) the period remaining until
the principal can be recovered through demand, and (3) floating-rate
securities subject to a demand feature to have a maturity equal to the period
remaining until the principal can be recovered through demand. Variable- and
floating-rate securities generally are subject to less principal fluctuation
than securities without these attributes since the securities usually trade at
amortized cost following the readjustment in the interest rate.
THE FOLLOWING SECTION APPLIES TO ALL UNDERLYING FUNDS, EXCEPT THE GOVERNMENT
SECURITIES AND HERITAGE MONEY FUNDS.
WARRANTS
The Fund may acquire warrants. Warrants are securities giving the holder the
right, but not the obligation, to buy the stock of an issuer at a given price
(generally higher than the value of the stock at the time of issuance) during
a specified period or perpetually. Warrants may be acquired separately or in
connection with the acquisition of securities. Warrants do not carry with
them the right to dividends or voting rights with respect to the securities
that they entitle their holder to purchase, and they do not represent any
rights in the assets of the issuer. As a result, warrants may be considered
to have more speculative characteristics than certain other types of
investments. In addition, the value of a warrant does not necessarily change
with the value of the underlying securities, and a warrant ceases to have
value if it is not exercised prior to its expiration date.
THE FOLLOWING SECTION APPLIES TO ALL UNDERLYING FUNDS, EXCEPT THE BLUE CHIP
100 FUND.
WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES
The Fund may purchase securities on a when-issued or delayed-delivery basis.
The price of debt obligations so purchased, which may be expressed in yield
terms, generally is fixed at the time the commitment to purchase is made, but
delivery and payment for the securities take place at a later date. During
the period between the purchase and settlement, no payment is made by the Fund
to the issuer and no interest on the debt obligations accrues to the Fund.
Forward commitments involve a risk of loss if the value of the security to be
purchased declines prior to the settlement date, which risk is in addition to
the risk of decline in value of the Fund's other assets. While when-issued
and delayed-delivery securities may be sold prior to the settlement date, the
Fund intends to purchase such securities with the purpose of actually
acquiring them unless a sale appears desirable for investment reasons. At the
time the Fund makes the commitment to purchase these types of securities, it
will record the transaction and reflect the value of the security in
determining its net asset value. The Fund does not believe that its net asset
value will be adversely affected by these types of securities purchases.
To the extent required by the SEC, the Fund will maintain cash and marketable
securities equal in value to commitments for when-issued or delayed-delivery
securities. Such segregated securities either will mature or, if necessary,
be sold on or before the settlement date. When the time comes to pay for
when-issued or delayed-delivery securities, the Fund will meet its obligations
from then-available cash flow, sale of the securities held in the separate
account, described above, sale of other securities or, although it would not
normally expect to do so, from the sale of the when-issued or delayed-delivery
securities themselves (which may have a market value greater or less than the
Fund's payment obligation).
THE FOLLOWING SECTION APPLIES TO ALL THE UNDERLYING FUNDS, EXCEPT THE BLUE
CHIP 100 FUND.
ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES
The Fund may invest in zero-coupon, step-coupon, and pay-in-kind securities.
These securities are debt securities that do not make regular cash interest
payments. Zero-coupon and step-coupon securities are sold at a deep discount
to their face value. Pay-in-kind securities pay interest through the issuance
of additional securities. Because such securities do not pay current cash
income, the price of these securities can be volatile when interest rates
fluctuate. While these securities do not pay current cash income, federal
income tax law requires the holders of zero-coupon, step-coupon, and
pay-in-kind securities to include in income each year the portion of the
original issue discount (or deemed discount) and other non-cash income on such
securities accruing that year. In order to continue to qualify as a
"regulated investment company" or "RIC" under the IRC and avoid a
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certain excise tax, the Fund may be required to distribute a portion of such
discount and income and may be required to dispose of other portfolio
securities, which may occur in periods of adverse market prices, in order to
generate cash to meet these distribution requirements.
DIRECTORS AND OFFICERS
The Board of Directors of the Fund is responsible for managing the Fund's
business and affairs. Directors and officers of the Fund, together with
information as to their principal business occupations during the last five
years, and other information are shown below. Each director who is deemed an
"interested person," as defined in the 1940 Act, is indicated by an asterisk
(*). Each officer and director holds the same position with the 27 registered
open-end management investment companies consisting of 56 mutual funds
("Strong Funds"). The Strong Funds, in the aggregate, pay each Director who
is not a director, officer, or employee of the Advisor, or any affiliated
company (a "disinterested director") an annual fee of $86,000 plus $6,000 per
Board meeting, except for the Chairman of the Independent Directors Committee.
The Chairman of the Independent Directors Committee receives an annual fee of
$94,600 plus $6,600 per Board meeting. In addition, each disinterested
director is reimbursed by the Strong Funds for travel and other expenses
incurred in connection with attendance at such meetings. Other officers and
directors of the Strong Funds receive no compensation or expense reimbursement
from the Strong Funds.
*RICHARD S. STRONG (DOB 5/12/42), Director and Chairman of the Board of the
Strong Funds.
Prior to August 1985, Mr. Strong was Chief Executive Officer of the Advisor,
which he founded in 1974. Since August 1985, Mr. Strong has been a Security
Analyst and Portfolio Manager of the Advisor. In October 1991, Mr. Strong
also became the Chairman of the Advisor. Mr. Strong is a Director of the
Advisor. Mr. Strong has been in the investment management business since
1967.
MARVIN E. NEVINS (DOB 7/9/18), Director of the Strong Funds.
Private Investor. From 1945 to 1980, Mr. Nevins was Chairman of Wisconsin
Centrifugal Inc., a foundry. From 1980 until 1981, Mr. Nevins was the Chairman
of the Wisconsin Association of Manufacturers & Commerce. He has been a
Director of A-Life Medical, Inc., San Diego, CA since 1996 and Surface
Systems, Inc. (a weather information company), St. Louis, MO since 1992. He
was also a regent of the Milwaukee School of Engineering and a member of the
Board of Trustees of the Medical College of Wisconsin and Carroll College.
WILLIE D. DAVIS (DOB 7/24/34), Director of the Strong Funds.
Mr. Davis has been Director of Alliance Bank since 1980, Sara Lee Corporation
(a food/consumer products company) since 1983, KMart Corporation (a discount
consumer products company) since 1985, Dow Chemical Company since 1988, MGM
Grand, Inc. (an entertainment/hotel company) since 1990, WICOR, Inc. (a
utility company) since 1990, Johnson Controls, Inc. (an industrial company)
since 1992, Checker's Hamburger, Inc. since 1994, and MGM, Inc. (an
entertainment company) since 1998. Mr. Davis has been a trustee of the
University of Chicago since 1980 and Marquette University since 1988. Since
1977, Mr. Davis has been President and Chief Executive Officer of All Pro
Broadcasting, Inc. Mr. Davis was a Director of the Fireman's Fund (an
insurance company) from 1975 until 1990.
STANLEY KRITZIK (DOB 1/9/30), Director of the Strong Funds.
Mr. Kritzik has been a Partner of Metropolitan Associates since 1962, a
Director of Aurora Health Care since 1987, and Health Network Ventures, Inc.
since 1992.
WILLIAM F. VOGT (DOB 7/19/47), Director and Chairman of the Independent
Directors Committee of the Strong Funds.
Mr. Vogt has been the President of Vogt Management Consulting, Inc. since
1990. From 1982 until 1990, he served as Executive Director of University
Physicians of the University of Colorado. Mr. Vogt is the Past President of
the Medical Group Management Association and a Fellow of the American College
of Medical Practice Executives.
33
<PAGE>
NEAL MALICKY (DOB 9/14/34), Director of the Strong Funds.
Mr. Malicky has been Chancellor at Baldwin-Wallace College since July 1999.
From 1981 to July 1999, he served as President of Baldwin-Wallace College. He
is a Trustee of Southwest Community Health Systems, Cleveland Scholarship
Program, and The National Conference for Community Justice (NCCJ). He is also
the Past President of the National Association of Schools and Colleges of the
United Methodist Church, the Past Chairperson of the Association of
Independent Colleges and Universities of Ohio, and the Past Secretary of the
National Association of Independent Colleges and Universities.
STEPHEN J. SHENKENBERG (DOB 6/14/58), Vice President and Secretary of the
Strong Funds.
Mr. Shenkenberg has been Deputy General Counsel of the Advisor since November
1996. From December 1992 until November 1996, Mr. Shenkenberg acted as
Associate Counsel to the Advisor. From June 1987 until December 1992, Mr.
Shenkenberg was an attorney for Godfrey & Kahn, S.C., a Milwaukee law firm.
JOHN S. WEITZER (DOB 10/31/67), Vice President of the Strong Funds.
Mr. Weitzer has been Senior Counsel of the Advisor since December 1997. From
July 1993 until December 1997, Mr. Weitzer acted as Associate Counsel to the
Advisor.
THOMAS M. ZOELLER (DOB 2/21/64), Vice President of the Strong Funds.
Mr. Zoeller has been Senior Vice President and Chief Financial Officer of the
Advisor since February 1998 and a member of the Office of the Chief Executive
since November 1998. From October 1991 to February 1998, Mr. Zoeller was the
Treasurer and Controller of the Advisor, and from August 1991 to October 1991
he was the Controller. From August 1989 to August 1991, Mr. Zoeller was the
Assistant Controller of the Advisor. From September 1986 to August 1989, Mr.
Zoeller was a Senior Accountant at Arthur Andersen & Co.
DENNIS A. WALLESTAD (DOB 11/3/62), Vice President of the Strong Funds.
Mr. Wallestad has been Director of Finance and Operations of the Advisor since
February 1999. From April 1997 to February 1999, Mr. Wallestad was the Chief
Financial Officer of The Ziegler Companies, Inc. From November 1996 to April
1997, Mr. Wallestad was the Chief Administrative Officer of Calamos Asset
Management, Inc. From July 1994 to November 1996, Mr. Wallestad was Chief
Financial Officer for Firstar Trust and Investments Group. From September
1991 to June 1994 and from September 1985 to August 1989, Mr. Wallestad was an
Audit Manager for Arthur Andersen & Co., LLP in Milwaukee. Mr. Wallestad
completed a Masters of Accountancy from the University of Oklahoma from
September 1989 to August 1991.
JOHN W. WIDMER (DOB 1/19/65), Treasurer of the Strong Funds.
Mr. Widmer has been Treasurer of the Advisor since April 1999. From May 1997
to January 2000, Mr. Widmer was the Manager of Financial Management and Sales
Reporting Systems. From May 1992 to May 1997, Mr. Widmer was an Accounting
and Business Advisory Manager in the Milwaukee office of Arthur Andersen LLP.
From June 1987 to May 1992, Mr. Widmer was an accountant at Arthur Andersen
LLP.
RHONDA K. HAIGHT (DOB 11/13/64), Assistant Treasurer of the Strong Funds.
Ms. Haight has been Manager of the Mutual Fund Accounting Department of the
Advisor since January 1994. From May 1990 to January 1994, Ms. Haight was a
supervisor in the Mutual Fund Accounting Department of the Advisor. From June
1987 to May 1990, Ms. Haight was a Mutual Fund Accountant of the Advisor.
Except for Messrs. Nevins, Davis, Kritzik, Vogt, and Malicky, the address of
all of the above persons is P.O. Box 2936, Milwaukee, Wisconsin 53201. Mr.
Nevins' address is 6075 Pelican Bay Boulevard #1006, Naples, Florida 34108.
Mr. Davis' address is 161 North La Brea, Inglewood, California 90301. Mr.
Kritzik's address is 1123 North Astor Street, P.O. Box 92547, Milwaukee,
Wisconsin 53202-0547. Mr. Vogt's address is P.O. Box 7657, Avon, CO 81620.
Mr. Malicky's address is 518 Bishop Place, Berea, OH 44017.
34
<PAGE>
Unless otherwise noted below, as of March 31, 2000, the officers and directors
of the Fund in the aggregate beneficially owned less than 1% of the Fund's
then outstanding shares.
<TABLE>
<CAPTION>
<S> <C> <C>
FUND SHARES PERCENT
- ---- ------ -------
None
</TABLE>
PRINCIPAL SHAREHOLDERS
Unless otherwise noted below, as of March 31, 2000, no persons owned of record
or are known to own of record or beneficially more than 5% of the Fund's then
outstanding shares.
<TABLE>
<CAPTION>
<S> <C> <C>
NAME AND ADDRESS FUND/SHARES PERCENT
- --------------------------- -------------------------------- -------
Emre & Co. Aggressive Portfolio - 335,027 32.02%
P.O. Box 1408
Milwaukee, WI 53201-1408
Emre & Co. Conservative Portfolio - 653,723 57.82%
P.O. Box 1408
Milwaukee, WI 53201-1408
Emre & Co. Moderate Portfolio - 2,304,612 76.00%
P.O. Box 1408
Milwaukee, WI 53201-1408
</TABLE>
INVESTMENT ADVISOR OF THE UNDERLYING FUNDS
The Underlying Funds have entered into Advisory Agreements with Strong Capital
Management, Inc. ("Advisor"). Mr. Strong controls the Advisor due to his
stock ownership of the Advisor. Mr. Strong is the Chairman and a Director of
the Advisor, Mr. Zoeller is Senior Vice President and Chief Financial Officer
of the Advisor, Mr. Shenkenberg is Vice President, Assistant Secretary, and
Deputy General Counsel of the Advisor, Mr. Weitzer is Senior Counsel of the
Advisor, Mr. Widmer is Treasurer and Manager of Financial Management & Sales
Reporting Systems of the Advisor, and Ms. Haight is Assistant Treasurer and
Manager of the Mutual Fund Accounting Department of the Advisor. As of March
31, 2000, the Advisor had $45 billion under management.
As compensation for its services, the Underlying Funds pay to the Advisor a
monthly management fee at the annual rate specified below of the average daily
net asset value of the Investor Class shares of the Underlying Fund. From
time to time, the Advisor may voluntarily waive all or a portion of its
management fee for the Underlying Fund.
<TABLE>
<CAPTION>
<S> <C>
FUND ANNUAL RATE
- --------------------- -----------
Growth 0.75%
Common Stock 0.75%
Growth and Income 0.55%
Blue Chip 100 0.50%
Heritage Money 0.15%
Advantage 0.35%
Short-Term Bond 0.375%
Government Securities 0.35%
</TABLE>
On July 12, 1994, the SEC filed an administrative action ("Order") against the
Advisor, Mr. Strong, and another employee of the Advisor in connection with
conduct that occurred between 1987 and early 1990. In re Strong/Corneliuson
Capital Management, Inc., et al. Admin. Proc. File No. 3-8411. The proceeding
was settled by consent without admitting or denying the allegations in the
Order. The Order found that the Advisor and Mr. Strong aided and abetted
violations of Section 17(a) of the 1940 Act by effecting trades between mutual
funds, and between mutual funds and Harbour Investments Ltd. ("Harbour"),
without complying with the exemptive provisions of SEC Rule 17a-7 or otherwise
obtaining an exemption. It further found that the
35
<PAGE>
Advisor violated, and Mr. Strong aided and abetted violations of, the
disclosure provisions of the 1940 Act and the Investment Advisers Act of 1940
by misrepresenting the Advisor's policy on personal trading and by failing to
disclose trading by Harbour, an entity in which principals of the Advisor owned
between 18 and 25 percent of the voting stock. As part of the settlement, the
respondents agreed to a censure and a cease and desist order and the Advisor
agreed to various undertakings, including adoption of certain procedures and a
limitation for six months on accepting certain types of new advisory clients.
On June 6, 1996, the Department of Labor ("DOL") filed an action against the
Advisor for equitable relief alleging violations of the Employee Retirement
Income Security Act of 1974 ("ERISA") in connection with cross trades that
occurred between 1987 and late 1989 involving certain pension accounts managed
by the Advisor. Contemporaneous with this filing, the Advisor, without
admitting or denying the DOL's allegations, agreed to the entry of a consent
judgment resolving all matters relating to the allegations. Reich v. Strong
Capital Management, Inc., (U.S.D.C. E.D. WI) ("Consent Judgment"). Under the
terms of the Consent Judgment, the Advisor agreed to reimburse the affected
accounts a total of $5.9 million. The settlement did not have any material
impact on the Advisor's financial position or operations.
The Advisor also provides a program of custom portfolio management called the
Strong Advisor. This program is designed to determine which investment
approach fits an investor's financial needs and then provides the investor
with a custom built portfolio of Strong Funds based on that allocation. The
Advisor, on behalf of participants in the Strong Advisor program, may
determine to invest a portion of the program's assets in any one Strong Fund,
which investment, particularly in the case of a smaller Strong Fund, could
represent a material portion of the Fund's assets. In such cases, a decision
to redeem the Strong Advisor program's investment in a Fund on short notice
could raise a potential conflict of interest for the Advisor, between the
interests of participants in the Strong Advisor program and of the Fund's
other shareholders. In general, the Advisor does not expect to direct the
Strong Advisor program to make redemption requests on short notice. However,
should the Advisor determine this to be necessary, the Advisor will use its
best efforts and act in good faith to balance the potentially competing
interests of participants in the Strong Advisor program and the Fund's other
shareholders in a manner the Advisor deems most appropriate for both parties
in light of the circumstances.
The Advisor provides investment advisory services for multiple clients through
different types of investment accounts (E.G., mutual funds, hedge funds,
separately managed accounts, etc.) who may have similar or different
investment objectives and investment policies (E.G., some accounts may have an
active trading strategy while others follow a "buy and hold" strategy). In
managing these accounts, the Advisor seeks to maximize each account's return,
consistent with the account's investment objectives and investment strategies.
While the Advisor's policies are designed to ensure that over time
similarly-situated clients receive similar treatment, to the maximum extent
possible, because of the range of the Advisor's clients, the Advisor may give
advice and take action with respect to one account that may differ from the
advice given, or the timing or nature of action taken, with respect to another
account (the Advisor, its principals and associates also may take such actions
in their personal securities transactions, to the extent permitted by and
consistent with the Code). For example, the Advisor may use the same
investment style in managing two accounts, but one may have a shorter-term
horizon and accept high-turnover while the other may have a longer-term
investment horizon and desire to minimize turnover. If the Advisor reasonably
believes that a particular security may provide an attractive opportunity due
to short-term volatility but may no longer be attractive on a long-term basis,
the Advisor may cause accounts with a shorter-term investment horizon to buy
the security at the same time it is causing accounts with a longer-term
investment horizon to sell the security. The Advisor takes all reasonable
steps to ensure that investment opportunities are, over time, allocated to
accounts on a fair and equitable basis relative to the other
similarly-situated accounts and that the investment activities of different
accounts do not unfairly disadvantage other accounts.
From time to time, the Advisor may make available to third parties current and
historical information about the portfolio holdings of the Advisor's mutual
funds or other clients. Release may be made to entities such as fund ratings
entities, industry trade groups, and financial publications. Generally, the
Advisor will release this type of information only where it is otherwise
publicly available. This information may also be released where the Advisor
reasonably believes that the release will not be to the detriment of the best
interests of its clients.
For more complete information about the Advisor, including its services,
investment strategies, policies, and procedures, please call 800-368-3863 and
ask for a copy of Part II of the Advisor's Form ADV.
From time to time, the Advisor votes the shares owned by the Conservative,
Moderate, and Aggressive Portfolios, as well as the Underlying Funds according
to its Statement of General Proxy Voting Policy ("Proxy Voting Policy"). The
general principal of the Proxy Voting Policy is to vote any beneficial
interest in an equity security prudently and solely in the best long-term
36
<PAGE>
economic interest of the Portfolio and/or Underlying Fund and its beneficiaries
considering all relevant factors and without undue influence from individuals
or groups who may have an economic interest in the outcome of a proxy vote.
Shareholders may obtain a copy of the Proxy Voting Policy upon request from the
Advisor.
DISTRIBUTOR
Under a Distribution Agreement with the Fund ("Distribution Agreement"),
Strong Investments, Inc. ("Distributor"), P.O. Box 2936, Milwaukee, Wisconsin,
53201, acts as underwriter of the Fund's shares. Mr. Strong is the Chairman
and Director of the Distributor, and Mr. Shenkenberg is Vice President, Chief
Compliance Officer and Secretary of the Distributor. The Distribution
Agreement provides that the Distributor will use its best efforts to
distribute the Fund's shares. The Distribution Agreement further provides
that the Distributor will bear the additional costs of printing prospectuses
and shareholder reports which are used for selling purposes, as well as
advertising and any other costs attributable to the distribution of the Fund's
shares. The Distributor is a direct subsidiary of the Advisor and controlled
by the Advisor and Richard S. Strong. The Distribution Agreement is subject
to the same termination and renewal provisions as are described above with
respect to the Advisory Agreement.
From time to time, the Distributor may hold in-house sales incentive programs
for its associated persons under which these persons may receive compensation
awards in connection with the sale and distribution of the Fund's shares.
These awards may include items such as, but not limited to, cash, gifts,
merchandise, gift certificates, and payment of travel expenses, meals, and
lodging. Any in-house sales incentive program will be conducted in accordance
with the rules of the National Association of Securities Dealers, Inc.
("NASD").
PORTFOLIO TRANSACTIONS
The Conservative, Moderate, and Aggressive Portfolios purchase and sell shares
of the Underlying Funds. The Underlying Funds are no-load funds and do not
charge any sales load or other transaction charges.
CUSTODIAN
As custodian of the Fund's assets, Firstar Bank Milwaukee, N.A., P.O. Box 761,
Milwaukee, Wisconsin 53201, has custody of all securities and cash of the
Fund, delivers and receives payment for securities sold, receives and pays for
securities purchased, collects income from investments, and performs other
duties, all as directed by officers of the Fund. The custodian is in no way
responsible for any of the investment policies or decisions of the Fund.
37
<PAGE>
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
The Advisor, P.O. Box 2936, Milwaukee, Wisconsin, 53201, acts as transfer
agent and dividend-disbursing agent for the Fund. The Advisor is compensated
as follows:
<TABLE>
<CAPTION>
<S> <C>
FUND TYPE/SHARE CLASS FEE*
- ------------------------------------ ------------------------------------------------------------------------------
Money Funds and Investor Class $32.50 annual open account fee, $4.20 annual closed account fee.
shares of Money Funds
- ------------------------------------ ------------------------------------------------------------------------------
Advisor Class shares of Money 0.20% of the average daily net asset value of all Advisor Class shares.
Funds(1)
- ------------------------------------ ------------------------------------------------------------------------------
Institutional class shares of Money 0.015% of the average daily net asset value of all Institutional Class shares.
Funds
- ------------------------------------ ------------------------------------------------------------------------------
Income Funds and Investor Class $31.50 annual open account fee, $4.20 annual closed account fee.
shares of Income Funds
- ------------------------------------ ------------------------------------------------------------------------------
Advisor Class shares of Income 0.20% of the average daily net asset value of all Advisor Class shares.
Funds
- ------------------------------------ ------------------------------------------------------------------------------
Institutional Class shares of Income 0.015% of the average daily net asset value of all Institutional Class shares.
Funds
- ------------------------------------ ------------------------------------------------------------------------------
Equity Funds and Investor Class $21.75 annual open account fee, $4.20 annual closed account fee.
shares of Equity Funds
- ------------------------------------ ------------------------------------------------------------------------------
Advisor Class shares of Equity Funds 0.20% of the average daily net asset value of all Advisor Class shares.
- ------------------------------------ ------------------------------------------------------------------------------
Institutional Class shares of Equity 0.015% of the average daily net asset value of all Institutional Class shares.
Funds
- ------------------------------------ ------------------------------------------------------------------------------
</TABLE>
* Plus out-of-pocket expenses, such as postage and printing expenses in
connection with shareholder communications.
(1) Excluding the Strong Heritage Money Fund. The fee for the Heritage
Money Fund is 0.015% of the average daily net asset value of all Advisor Class
shares.
From time to time, the Fund, directly or indirectly through arrangements with
the Advisor, and/or the Advisor may pay fees to third parties that provide
transfer agent type services and other administrative services to persons who
beneficially own interests in the Fund, such as participants in 401(k) plans
and shareholders who invest through other financial intermediaries. These
services may include, among other things, sub-accounting services, transfer
agent type activities, answering inquiries relating to the Fund, transmitting
proxy statements, annual reports, updated prospectuses, other communications
regarding the Fund, and related services as the Fund or beneficial owners may
reasonably request. In such cases, the Fund will not pay fees based on the
number of beneficial owners at a rate that is greater than the rate the Fund
is currently paying the Advisor for providing these services to Fund
shareholders; however, the Advisor may pay to the third party amounts in
excess of such limitation out of its own profits.
Pursuant to the Shareholder Servicing Agent Agreement Relating to Transfer
Agent and Dividend-Disbursing Agent Services, the Underlying Funds, which are
parties to the Agreement, have agreed to reimburse the Conservative, Moderate,
and Aggressive Portfolios on a pro rata basis for expenses related to the
Portfolios' receipt of transfer agency and dividend-disbursing agency services
from the Advisor, including amounts paid to third parties that provide transfer
agent type services and other administrative services relating to the
Portfolios as described in the preceding paragraph. The Underlying Funds have
agreed to reimburse the Portfolios because the Portfolios provide a means by
which the Underlying Funds can consolidate shareholder accounts thus saving the
Underlying Funds their own transfer agency expenses.
SHAREHOLDER SERVICING AGENT
Under a Shareholder Servicing Agreement with the Fund, the Advisor acts as
shareholder servicing agent for the Fund. As shareholder servicing agent, the
Advisor provides personal services to the Fund's shareholders and maintains
the Fund's shareholder accounts. Such services include, (i) answering
shareholder inquiries regarding account status and history, the manner in
which purchases and redemptions of the Fund's shares may be effected, and
certain other matters pertaining to the Fund; (ii) assisting shareholders in
designating and changing dividend options, account designations and addresses;
(iii)
38
<PAGE>
providing necessary personnel and facilities to coordinate the establishment
and maintenance of shareholder accounts and records with the Fund's transfer
agent; (iv) transmitting shareholders' purchase and redemption orders to the
Fund's transfer agent; (v) arranging for the wiring or other transfer of funds
to and from shareholder accounts in connection with shareholder orders to
purchase or redeem shares of the Fund; (vi) verifying purchase and redemption
orders, transfers among and changes in shareholder-designated accounts; (vii)
informing the distributor of the Fund of the gross amount of purchase and
redemption orders for the Fund's shares; (viii) monitoring the activities of
the Fund's transfer agent related to shareholders' accounts, and to statements,
confirmations or other reports furnished to shareholders by the Fund's transfer
agent; and (ix) providing such other related services as the Fund or a
shareholder may reasonably request, to the extent permitted by applicable law.
As compensation for its services, the Fund pays the Advisor a monthly fee
based on a percentage of the Fund's average daily net asset value. The annual
rate is 0.25%. From time to time, the Advisor may voluntarily waive all or a
portion of its shareholder servicing fee and/or absorb certain Fund expenses
without further notification of the commencement or termination of such waiver
or absorption. Any such waiver or absorption will temporarily lower the
Fund's overall expense ratio and increase the Fund's overall return to
investors.
TAXES
GENERAL
The Fund intends to qualify annually for treatment as a regulated investment
company ("RIC") under Subchapter M of the IRC. If so qualified, the Fund will
not be liable for federal income tax on earnings and gains distributed to its
shareholders in a timely manner. This qualification does not involve
government supervision of the Fund's management practices or policies. The
following federal tax discussion is intended to provide you with an overview
of the impact of federal income tax provisions on the Fund or its
shareholders. These tax provisions are subject to change by legislative or
administrative action at the federal, state, or local level, and any changes
may be applied retroactively. Any such action that limits or restricts the
Fund's current ability to pass-through earnings without taxation at the Fund
level, or otherwise materially changes the Fund's tax treatment, could
adversely affect the value of a shareholder's investment in the Fund. Because
the Fund's taxes are a complex matter, you should consult your tax adviser for
more detailed information concerning the taxation of the Fund and the federal,
state, and local tax consequences to shareholders of an investment in the
Fund.
In order to qualify for treatment as a RIC under the IRC, the Fund must
distribute to its shareholders for each taxable year at least 90% of its
investment company taxable income (consisting generally of taxable net
investment income, net short-term capital gain, and net gains from certain
foreign currency transactions, if applicable) ("Distribution Requirement") and
must meet several additional requirements. These requirements include the
following: (1) the Fund must derive at least 90% of its gross income each
taxable year from dividends, interest, payments with respect to securities
loans, and gains from the sale or other disposition of securities (or foreign
currencies if applicable) or other income (including gains from options,
futures, or forward contracts) derived with respect to its business of
investing in securities ("Income Requirement"); (2) at the close of each
quarter of the Fund's taxable year, at least 50% of the value of its total
assets must be represented by cash and cash items, U.S. government securities,
securities of other RICs, and other securities, with these other securities
limited, in respect of any one issuer, to an amount that does not exceed 5% of
the value of the Fund's total assets and that does not represent more than 10%
of the issuer's outstanding voting securities; and (3) at the close of each
quarter of the Fund's taxable year, not more than 25% of the value of its
total assets may be invested in securities (other than U.S. government
securities or the securities of other RICs) of any one issuer. There is a
30-day period after the end of each calendar year quarter in which to cure any
non-compliance with these requirements.
If Fund shares are sold at a loss after being held for 12 months or less, the
loss will be treated as long-term, instead of short-term, capital loss to the
extent of any capital gain distributions received on those shares.
The Fund's distributions are taxable in the year they are paid, whether they
are taken in cash or reinvested in additional shares, except that certain
distributions declared in the last three months of the year and paid in
January are taxable as if paid on December 31.
The Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to
the extent it fails to distribute by the end of any calendar year
substantially all of its ordinary income for that year and capital gain net
income for the one-year period ending on
39
<PAGE>
October 31 of that year, plus certain other amounts. The Fund may make
additional distributions if necessary to avoid imposition of a 4% excise tax on
undistributed income and gains.
DETERMINATION OF NET ASSET VALUE
Generally, when an investor makes any purchases, sales, or exchanges, the price
of the investor's shares will be the net asset value ("NAV") next determined
after Strong Funds receives a request in proper form (which includes receipt of
all necessary and appropriate documentation and subject to available funds).
Any applicable sales charges will be added to the purchase price for Advisor
Class shares of the Fund, if any. The "offering price" is the initial sales
charge, if any, plus the NAV. If Strong Funds receives such a request prior to
the close of the New York Stock Exchange ("NYSE") on a day on which the NYSE is
open, the share price will be the NAV determined that day. The NAV for each
Fund or each class of shares is normally determined as of 3:00 p.m. Central
Time ("CT") each day the NYSE is open. The NYSE is open for trading Monday
through Friday except New Year's Day, Martin Luther King Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day. Additionally, if any of the aforementioned holidays falls
on a Saturday, the NYSE will not be open for trading on the preceding Friday,
and when any such holiday falls on a Sunday, the NYSE will not be open for
trading on the succeeding Monday, unless unusual business conditions exist,
such as the ending of a monthly or yearly accounting period. The Fund
reserves the right to change the time at which purchases, redemptions, and
exchanges are priced if the NYSE closes at a time other than 3:00 p.m. CT or if
an emergency exists. The NAV of each Fund or of each class of shares of a Fund
is calculated by taking the fair value of the Fund's total assets attributable
to that Fund or class, subtracting all its liabilities attributable to that
Fund or class, and dividing by the total number of shares outstanding of that
Fund or class. Expenses are accrued daily and applied when determining the
NAV. The Fund's portfolio securities are valued based on market quotations or
at fair value as determined by the method selected by the Fund's Board of
Directors.
ADDITIONAL SHAREHOLDER INFORMATION
FUND REDEMPTIONS
Shareholders (except Institutional Class shareholders) can gain access to the
money in their accounts by selling (also called redeeming) some or all of
their shares by mail, telephone, computer, automatic withdrawals, through a
broker-dealer, or by writing a check (assuming all the appropriate documents
and requirements have been met for these account options). Institutional
Class shareholders may redeem some or all of their shares by telephone or by
faxing a written request. After a redemption request is processed, the
proceeds from the sale will normally be sent on the next business day but, in
any event, no more than seven days later.
TELEPHONE AND INTERNET EXCHANGE/REDEMPTION PRIVILEGES
The Fund employs reasonable procedures to confirm that instructions
communicated by telephone or the Internet are genuine. The Fund may not be
liable for losses due to unauthorized or fraudulent instructions. Such
procedures include but are not limited to requiring a form of personal
identification prior to acting on instructions received by telephone or the
Internet, providing written confirmations of such transactions to the address
of record, tape recording telephone instructions and backing up Internet
transactions.
RIGHT OF SET-OFF
To the extent not prohibited by law, the Fund, any other Strong Fund, and the
Advisor, each has the right to set-off against a shareholder's account balance
with a Strong Fund, and redeem from such account, any debt the shareholder may
owe any of these entities. This right applies even if the account is not
identically registered.
BROKERS RECEIPT OF PURCHASE AND REDEMPTION ORDERS
The Fund has authorized certain brokers to accept purchase and redemption
orders on the Fund's behalf. These brokers are, in turn, authorized to
designate other intermediaries to accept purchase and redemption orders on the
Fund's behalf. The Fund will be deemed to have received a purchase or
redemption order when an authorized broker or, if applicable, a broker's
authorized
40
<PAGE>
designee, accepts the order. Purchase and redemption orders received in this
manner will be priced at the Fund's net asset value next computed after they
are accepted by an authorized broker or the broker's authorized designee.
SIGNATURE GUARANTEES
A signature guarantee is designed to protect shareholders and the Fund against
fraudulent transactions by unauthorized persons. In the following instances,
the Fund will require a signature guarantee for all authorized owners of an
account:
- - when adding the telephone redemption option to an existing account;
- - when transferring the ownership of an account to another individual or
organization;
- - when submitting a written redemption request for more than $50,000;
- - when requesting to redeem or redeposit shares that have been issued in
certificate form;
- - if requesting a certificate after opening an account;
- - when requesting that redemption proceeds be sent to a different name or
address than is registered on an account;
- - if adding/changing a name or adding/removing an owner on an account; and
- - if adding/changing the beneficiary on a transfer-on-death account.
A signature guarantee may be obtained from any eligible guarantor institution,
as defined by the SEC. These institutions include banks, savings associations,
credit unions, brokerage firms, and others. Please note that a notary public
stamp or seal is not acceptable.
FINANCIAL INTERMEDIARIES
If an investor purchases or redeems shares of the Fund through a financial
intermediary, certain features of the Fund relating to such transactions may
not be available or may be modified. In addition, certain operational policies
of the Fund, including those related to settlement and dividend accrual, may
vary from those applicable to direct shareholders of the Fund and may vary
among intermediaries. Please consult your financial intermediary for more
information regarding these matters. In addition, the Fund may pay, directly
or indirectly through arrangements with the Advisor, amounts to financial
intermediaries that provide transfer agent type and/or other administrative
services to their customers. The Fund will not pay more for these services
through intermediary relationships than it would if the intermediaries'
customers were direct shareholders in the Fund; however, the Advisor may pay to
the financial intermediary amounts in excess of such limitation out of its own
profits. Certain financial intermediaries may charge an advisory, transaction,
or other fee for their services. Investors will not be charged for such fees
if investors purchase or redeem Fund shares directly from the Fund without the
intervention of a financial intermediary.
DOLLAR COST AVERAGING
Strong Funds' Automatic Investment Plan, Payroll Direct Deposit Plan, and
Automatic Exchange Plan are methods of implementing dollar cost averaging.
Dollar cost averaging is an investment strategy that involves investing a fixed
amount of money at regular time intervals. By always investing the same set
amount, an investor will be purchasing more shares when the price is low and
fewer shares when the price is high. Ultimately, by using this principle in
conjunction with fluctuations in share price, an investor's average cost per
share may be less than the average transaction price. A program of regular
investment cannot ensure a profit or protect against a loss during declining
markets. Since such a program involves continuous investment regardless of
fluctuating share values, investors should consider their ability to continue
the program through periods of both low and high share-price levels. These
methods are unavailable for Institutional Class accounts.
RETIREMENT PLANS
TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNT (IRA): Everyone under age 70 1/2 with
earned income may contribute to a tax-deferred Traditional IRA. The Strong
Funds offer a prototype plan for you to establish your own Traditional IRA. You
are allowed to contribute up to the lesser of $2,000 or 100% of your earned
income each year to your Traditional IRA (or up to $4,000 between your
Traditional IRA and your non-working spouses' Traditional IRA). Under certain
circumstances, your contribution will be deductible.
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ROTH IRA: Taxpayers, of any age, who have earned income, and whose adjusted
gross income ("AGI") does not exceed $110,000 (single) or $160,000 (joint) can
contribute to a Roth IRA. Allowed contributions begin to phase-out at $95,000
(single) or $150,000 (joint). You are allowed to contribute up to the lesser
of $2,000 or 100% of earned income each year into a Roth IRA. If you also
maintain a Traditional IRA, the maximum contribution to your Roth IRA is
reduced by any contributions that you make to your Traditional IRA.
Distributions from a Roth IRA, if they meet certain requirements, may be
federally tax free. If your AGI is $100,000 or less, you can convert your
Traditional IRAs into a Roth IRA. Conversions of earnings and deductible
contributions are taxable in the year of the distribution. The early
distribution penalty does not apply to amounts converted to a Roth IRA even if
you are under age 59 1/2.
EDUCATION IRA: Taxpayers may contribute up to $500 per year into an Education
IRA for the benefit of a child under age 18. Total contributions to any one
child cannot exceed $500 per year. The contributor must have adjusted income
under $110,000 (single) or $160,000 (joint) to contribute to an Education IRA.
Allowed contributions begin to phase-out at $95,000 (single) or $150,000
(joint). Withdrawals from the Education IRA to pay qualified higher education
expenses are federally tax free. Any withdrawal in excess of higher education
expenses for the year are potentially subject to tax and an additional 10%
penalty.
DIRECT ROLLOVER IRA: To avoid the mandatory 20% federal withholding tax on
distributions, you must transfer the qualified retirement or IRC section 403(b)
plan distribution directly into an IRA. The distribution must be eligible for
rollover. The amount of your Direct Rollover IRA contribution will not be
included in your taxable income for the year.
SIMPLIFIED EMPLOYEE PENSION PLAN (SEP-IRA): A SEP-IRA plan allows an employer
to make deductible contributions to separate IRA accounts established for each
eligible employee.
SALARY REDUCTION SIMPLIFIED EMPLOYEE PENSION PLAN (SAR SEP-IRA): A SAR SEP-IRA
plan is a type of SEP-IRA plan in which an employer may allow employees to
defer part of their salaries and contribute to an IRA account. These deferrals
help lower the employees' taxable income. Please note that you may no longer
open new SAR SEP-IRA plans (since December 31, 1996). However, employers with
SAR SEP-IRA plans that were established prior to January 1, 1997 may still open
accounts for new employees.
SIMPLIFIED INCENTIVE MATCH PLAN FOR EMPLOYEES (SIMPLE-IRA): A SIMPLE-IRA plan
is a retirement savings plan that allows employees to contribute a percentage
of their compensation, up to $6,000, on a pre-tax basis, to a SIMPLE-IRA
account. The employer is required to make annual contributions to eligible
employees' accounts. All contributions grow tax-deferred.
DEFINED CONTRIBUTION PLAN: A defined contribution plan allows self-employed
individuals, partners, or a corporation to provide retirement benefits for
themselves and their employees. Plan types include: profit-sharing plans,
money purchase pension plans, and paired plans (a combination of a
profit-sharing plan and a money purchase plan).
401(K) PLAN: A 401(k) plan is a type of profit-sharing plan that allows
employees to have part of their salary contributed on a pre-tax basis to a
retirement plan which will earn tax-deferred income. A 401(k) plan is funded by
employee contributions, employer contributions, or a combination of both.
403(B)(7) PLAN: A 403(b)(7) plan is a tax-sheltered custodial account designed
to qualify under section 403(b)(7) of the IRC and is available for use by
employees of certain educational, non-profit, hospital, and charitable
organizations.
SHARES IN CERTIFICATE FORM
Certificates will be issued for shares (other than Institutional Class shares)
held in a Fund account only upon written request. Certificates will not be
issued for Institutional Class shares of any Fund. A shareholder will,
however, have full shareholder rights whether or not a certificate is
requested.
MOVING ACCOUNT OPTIONS AND INFORMATION
When establishing a new account (other than an Institutional Class account) by
exchanging funds from an existing Strong Funds account, some account options
(such as checkwriting, telephone exchange, telephone purchase and telephone
redemption), if existing on the account from which money is exchanged, will
automatically be made available on the new account unless the shareholder
indicates otherwise, or the option is not available on the new account.
Subject to applicable Strong Funds policies,
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other account options, including automatic investment, automatic exchange and
systematic withdrawal, may be moved to the new account at the request of the
shareholder. These options are not available for Institutional Class accounts.
If allowed by Strong Funds policies (i) once the account options are
established on the new account, the shareholder may modify or amend the
options, and (ii) account options may be moved or added from one existing
account to another new or existing account. Account information, such as the
shareholder's address of record and social security number, will be copied from
the existing account to the new account.
PROMOTIONAL ITEMS
From time to time, the Advisor and/or Distributor may give de minimis gifts or
other immaterial consideration to investors who open new accounts or add to
existing accounts with the Strong Funds. In addition, from time to time, the
Advisor and/or Distributor, alone or with other entities or persons, may
sponsor, participate in conducting, or be involved with sweepstakes,
give-aways, contests, incentive promotions, or other similar programs
("Give-Aways"). This is done in order to, among other reasons, increase the
number of users of and visits to the Fund's Internet web site. As part of the
Give-Aways, persons may receive cash or other awards including without
limitation, gifts, merchandise, gift certificates, travel, meals, and lodging.
Under the Advisor's and Distributor's standard rules for Give-Aways, their
employees, subsidiaries, advertising and promotion agencies, and members of
their immediate families are not eligible to enter the Give-Aways.
ORGANIZATION
The Fund is either a "Corporation" or a "Series" of common stock of a
Corporation, as described in the chart below:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Incorporation Date Series Authorized Par
Corporation Date Created Shares Value ($)
- ------------------------------ ------------- ----------- ---------- ---------
Strong Life Stage Series, Inc. 10/22/98 Indefinite 0.00001
- -Strong Conservative Portfolio 10/22/98 Indefinite 0.00001
- -Strong Moderate Portfolio 10/22/98 Indefinite 0.00001
- -Strong Aggressive Portfolio 10/22/98 Indefinite 0.00001
</TABLE>
The Corporation is a Wisconsin corporation that is authorized to offer separate
series of shares representing interests in separate portfolios of securities,
each with differing investment objectives. The shares in any one portfolio
may, in turn, be offered in separate classes, each with differing preferences,
limitations or relative rights. However, the Articles of Incorporation for the
Corporation provide that if additional series of shares are issued by the
Corporation, such new series of shares may not affect the preferences,
limitations or relative rights of the Corporation's outstanding shares. In
addition, the Board of Directors of the Corporation is authorized to allocate
assets, liabilities, income and expenses to each series and class. Classes
within a series may have different expense arrangements than other classes of
the same series and, accordingly, the net asset value of shares within a series
may differ. Finally, all holders of shares of the Corporation may vote on each
matter presented to shareholders for action except with respect to any matter
which affects only one or more series or class, in which case only the shares
of the affected series or class are entitled to vote. Each share of the Fund
has one vote, and all shares participate equally in dividends and other capital
gains distributions by the Fund and in the residual assets of the Fund in the
event of liquidation. Fractional shares have the same rights proportionately
as do full shares. Shares of the Corporation have no preemptive, conversion, or
subscription rights. If the Corporation issues additional series, the assets
belonging to each series of shares will be held separately by the custodian,
and in effect each series will be a separate fund.
SHAREHOLDER MEETINGS
The Wisconsin Business Corporation Law permits registered investment companies,
such as the Fund, to operate without an annual meeting of shareholders under
specified circumstances if an annual meeting is not required by the 1940 Act.
The Fund has adopted the appropriate provisions in its Bylaws and may, at its
discretion, not hold an annual meeting in any year in which the election of
directors is not required to be acted on by shareholders under the 1940 Act.
The Fund's Bylaws allow for a director to be removed by its shareholders with
or without cause, only at a meeting called for the purpose of removing the
director. Upon the written request of the holders of shares entitled to not
less than ten percent (10%) of all the votes entitled to be cast at such
meeting, the Secretary of the Fund shall promptly call a special meeting of
shareholders for the purpose of voting upon the question of removal of any
director. The Secretary shall inform such shareholders of the
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reasonable estimated costs of preparing and mailing the notice of the meeting,
and upon payment to the Fund of such costs, the Fund shall give not less than
ten nor more than sixty days notice of the special meeting.
PERFORMANCE INFORMATION
The Strong Funds may advertise a variety of types of performance information as
more fully described below. The Fund's performance is historical and past
performance does not guarantee the future performance of the Fund. From time
to time, the Advisor may agree to waive or reduce its management fee and/or to
absorb certain operating expenses for the Fund. Waivers of management fees and
absorption of expenses will have the effect of increasing the Fund's
performance.
AVERAGE ANNUAL TOTAL RETURN
The Fund's average annual total return quotation is computed in accordance with
a standardized method prescribed by rules of the SEC. The average annual total
return for the Fund for a specific period is calculated by first taking a
hypothetical $10,000 investment ("initial investment") in the Fund's shares on
the first day of the period and computing the "redeemable value" of that
investment at the end of the period. The redeemable value is then divided by
the initial investment, and this quotient is taken to the Nth root (N
representing the number of years in the period) and 1 is subtracted from the
result, which is then expressed as a percentage. The calculation assumes that
all income and capital gains dividends paid by the Fund have been reinvested at
net asset value on the reinvestment dates during the period. Average annual
total returns reflect the impact of sales charges, if any.
TOTAL RETURN
Calculation of the Fund's total return is not subject to a standardized
formula. Total return performance for a specific period is calculated by first
taking an investment (assumed below to be $10,000) ("initial investment") in
the Fund's shares on the first day of the period and computing the "ending
value" of that investment at the end of the period. The total return
percentage is then determined by subtracting the initial investment from the
ending value and dividing the remainder by the initial investment and
expressing the result as a percentage. The calculation assumes that all income
and capital gains dividends paid by the Fund have been reinvested at net asset
value of the Fund on the reinvestment dates during the period. Total return
may also be shown as the increased dollar value of the hypothetical investment
over the period. Total returns reflect the impact of sales charges, if any.
CUMULATIVE TOTAL RETURN
Cumulative total return represents the simple change in value of an investment
over a stated period and may be quoted as a percentage or as a dollar amount.
Total returns and cumulative total returns may be broken down into their
components of income and capital (including capital gains and changes in share
price) in order to illustrate the relationship between these factors and their
contributions to total return. Cumulative total returns reflect the impact of
sales charges, if any.
COMPARISONS
U.S. TREASURY BILLS, NOTES, OR BONDS. Investors may want to compare the
performance of the Fund to that of U.S. Treasury bills, notes, or bonds, which
are issued by the U.S. Government. Treasury obligations are issued in selected
denominations. Rates of Treasury obligations are fixed at the time of issuance
and payment of principal and interest is backed by the full faith and credit of
the Treasury. The market value of such instruments will generally fluctuate
inversely with interest rates prior to maturity and will equal par value at
maturity. Generally, the values of obligations with shorter maturities will
fluctuate less than those with longer maturities.
CERTIFICATES OF DEPOSIT. Investors may want to compare the Fund's performance
to that of certificates of deposit offered by banks and other depositary
institutions. Certificates of deposit may offer fixed or variable interest
rates and principal is guaranteed and may be insured. Withdrawal of the
deposits prior to maturity normally will be subject to a penalty. Rates
offered by banks and other depositary institutions are subject to change at any
time specified by the issuing institution.
MONEY MARKET FUNDS. Investors may also want to compare performance of the Fund
to that of money market funds. Money market fund yields will fluctuate and
shares are not insured, but share values usually remain stable.
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LIPPER ANALYTICAL SERVICES, INC. ("LIPPER") AND OTHER INDEPENDENT RANKING
ORGANIZATIONS. From time to time, in marketing and other fund literature, the
Fund's performance may be compared to the performance of other mutual funds in
general or to the performance of particular types of mutual funds with similar
investment goals, as tracked by independent organizations. Among these
organizations, Lipper, a widely used independent research firm which ranks
mutual funds by overall performance, investment objectives, and assets, may be
cited. Lipper performance figures are based on changes in net asset value,
with all income and capital gains dividends reinvested. Such calculations do
not include the effect of any sales charges imposed by other funds. The Fund
will be compared to Lipper's appropriate fund category, that is, by fund
objective and portfolio holdings. The Fund's performance may also be compared
to the average performance of its Lipper category.
MORNINGSTAR, INC. The Fund's performance may also be compared to the
performance of other mutual funds by Morningstar, Inc., which rates funds on
the basis of historical risk and total return. Morningstar's ratings range
from five stars (highest) to one star (lowest) and represent Morningstar's
assessment of the historical risk level and total return of a fund as a
weighted average for 3, 5, and 10 year periods. Ratings are not absolute and
do not represent future results.
INDEPENDENT SOURCES. Evaluations of fund performance made by independent
sources may also be used in advertisements concerning the Fund, including
reprints of, or selections from, editorials or articles about the Fund,
especially those with similar objectives. Sources for fund performance and
articles about the Fund may include publications such as Money, Forbes,
Kiplinger's, Smart Money, Financial World, Business Week, U.S. News and World
Report, The Wall Street Journal, Barron's, and a variety of investment
newsletters.
VARIOUS BANK PRODUCTS. The Fund's performance also may be compared on a before
or after-tax basis to various bank products, including the average rate of bank
and thrift institution money market deposit accounts, Super N.O.W. accounts and
certificates of deposit of various maturities as reported in the Bank Rate
Monitor, National Index of 100 leading banks, and thrift institutions as
published by the Bank Rate Monitor, Miami Beach, Florida. The rates published
by the Bank Rate Monitor National Index are averages of the personal account
rates offered on the Wednesday prior to the date of publication by 100 large
banks and thrifts in the top ten Consolidated Standard Metropolitan Statistical
Areas. The rates provided for the bank accounts assume no compounding and are
for the lowest minimum deposit required to open an account. Higher rates may
be available for larger deposits.
With respect to money market deposit accounts and Super N.O.W. accounts,
account minimums range upward from $2,000 in each institution and compounding
methods vary. Super N.O.W. accounts generally offer unlimited check writing
while money market deposit accounts generally restrict the number of checks
that may be written. If more than one rate is offered, the lowest rate is
used. Rates are determined by the financial institution and are subject to
change at any time specified by the institution. Generally, the rates offered
for these products take market conditions and competitive product yields into
consideration when set. Bank products represent a taxable alternative income
producing product. Bank and thrift institution deposit accounts may be
insured. Shareholder accounts in the Fund are not insured. Bank passbook
savings accounts compete with money market mutual fund products with respect to
certain liquidity features but may not offer all of the features available from
a money market mutual fund, such as check writing. Bank passbook savings
accounts normally offer a fixed rate of interest while the yield of the Fund
fluctuates. Bank checking accounts normally do not pay interest but compete
with money market mutual fund products with respect to certain liquidity
features (E.G.., the ability to write checks against the account). Bank
certificates of deposit may offer fixed or variable rates for a set term.
(Normally, a variety of terms are available.) Withdrawal of these deposits
prior to maturity will normally be subject to a penalty. In contrast, shares
of the Fund are redeemable at the net asset value (normally, $1.00 per share)
next determined after a request is received, without charge.
INDICES. The Fund may compare its performance to a wide variety of indices.
There are differences and similarities between the investments that a Fund may
purchase and the investments measured by the indices.
HISTORICAL ASSET CLASS RETURNS. From time to time, marketing materials may
portray the historical returns of various asset classes. Such presentations
will typically compare the average annual rates of return of inflation, U.S.
Treasury bills, bonds, common stocks, and small stocks. There are important
differences between each of these investments that should be considered in
viewing any such comparison. The market value of stocks will fluctuate with
market conditions, and small-stock prices generally will fluctuate more than
large-stock prices. Stocks are generally more volatile than bonds. In return
for this volatility, stocks have generally performed better than bonds or cash
over time. Bond prices generally will fluctuate inversely with interest rates
and other market conditions, and the prices of bonds with longer maturities
generally will fluctuate more than those of
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shorter-maturity bonds. Interest rates for bonds may be fixed at the time of
issuance, and payment of principal and interest may be guaranteed by the issuer
and, in the case of U.S. Treasury obligations, backed by the full faith and
credit of the U.S. Treasury.
PRODUCT LIFE CYCLES. Discussions of product life cycles and their potential
impact on the Fund's investments may be used in advertisements and sales
materials. The basic idea is that most products go through a life cycle that
generally consists of an early adoption phase, a rapid growth phase, and a
maturity phase. The early adoption phase generally includes the time period
during which the product is first being developed and marketed. The rapid
growth phase usually occurs when the general public becomes aware of the new
product and sales are rising. The maturity phase generally includes the time
period when the public has been aware of the product for a period of time and
sales have leveled off or declined.
By identifying and investing in companies that produce or service products that
are in the early adoption phase of their life cycle, it may be possible for the
Fund to benefit if the product moves into a prolonged period of rapid growth
that enhances the company's stock price. However, you should keep in mind that
investing in a product in its early adoption phase does not provide any
guarantee of profit. A product may experience a prolonged rapid growth and
maturity phase without any corresponding increase in the company's stock price.
In addition, different products have life cycles that may be longer or shorter
than those depicted and these variations may influence whether the product has
a positive effect on the company's stock price. For example, a product may not
positively impact a company's stock price if it experiences an extremely short
rapid growth or maturity phase because the product becomes obsolete soon after
it is introduced to the general public. Other products may never move past the
early adoption phase and have no impact on the company's stock price.
ADDITIONAL FUND INFORMATION
PORTFOLIO CHARACTERISTICS. In order to present a more complete picture of the
Fund's portfolio, marketing materials may include various actual or estimated
portfolio characteristics, including but not limited to median market
capitalizations, earnings per share, alphas, betas, price/earnings ratios,
returns on equity, dividend yields, capitalization ranges, growth rates,
price/book ratios, top holdings, sector breakdowns, asset allocations, quality
breakdowns, and breakdowns by geographic region.
MEASURES OF VOLATILITY AND RELATIVE PERFORMANCE. Occasionally statistics may
be used to specify fund volatility or risk. The general premise is that greater
volatility connotes greater risk undertaken in achieving performance. Measures
of volatility or risk are generally used to compare the Fund's net asset value
or performance relative to a market index. One measure of volatility is beta.
Beta is the volatility of a fund relative to the total market as represented by
the Standard & Poor's 500 Stock Index. A beta of more than 1.00 indicates
volatility greater than the market, and a beta of less than 1.00 indicates
volatility less than the market. Another measure of volatility or risk is
standard deviation. Standard deviation is a statistical tool that measures the
degree to which a fund's performance has varied from its average performance
during a particular time period.
Standard deviation is calculated using the following formula:
Standard deviation = the square root of S(xi - xm)2
n-1
Where: S = "the sum of",
xi = each individual return during the time period,
xm = the average return over the time period, and
n = the number of individual returns during the time period.
Statistics may also be used to discuss the Fund's relative performance. One
such measure is alpha. Alpha measures the actual return of a fund compared to
the expected return of a fund given its risk (as measured by beta). The
expected return is based on how the market as a whole performed, and how the
particular fund has historically performed against the market. Specifically,
alpha is the actual return less the expected return. The expected return is
computed by multiplying the advance or decline in a market representation by
the Fund's beta. A positive alpha quantifies the value that the fund manager
has added, and a negative alpha quantifies the value that the fund manager has
lost.
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Other measures of volatility and relative performance may be used as
appropriate. However, all such measures will fluctuate and do not represent
future results.
GENERAL INFORMATION
BUSINESS PHILOSOPHY
The Advisor is an independent, Midwestern-based investment advisor, owned by
professionals active in its management. Recognizing that investors are the
focus of its business, the Advisor strives for excellence both in investment
management and in the service provided to investors. This commitment affects
many aspects of the business, including professional staffing, product
development, investment management, and service delivery.
The increasing complexity of the capital markets requires specialized skills
and processes for each asset class and style. Therefore, the Advisor believes
that active management should produce greater returns than a passively managed
index. The Advisor has brought together a group of top-flight investment
professionals with diverse product expertise, and each concentrates on their
investment specialty. The Advisor believes that people are the firm's most
important asset. For this reason, continuity of professionals is critical to
the firm's long-term success.
INVESTMENT ENVIRONMENT
Discussions of economic, social, and political conditions and their impact on
the Fund may be used in advertisements and sales materials. Such factors that
may impact the Fund include, but are not limited to, changes in interest rates,
political developments, the competitive environment, consumer behavior,
industry trends, technological advances, macroeconomic trends, and the supply
and demand of various financial instruments. In addition, marketing materials
may cite the portfolio management's views or interpretations of such factors.
EIGHT BASIC PRINCIPLES FOR SUCCESSFUL MUTUAL FUND INVESTING
These common sense rules are followed by many successful investors. They make
sense for beginners, too. If you have a question on these principles, or would
like to discuss them with us, please contact us at 800-368-3863.
1. HAVE A PLAN - even a simple plan can help you take control of your
financial future. Review your plan once a year, or if your circumstances
change.
2. START INVESTING AS SOON AS POSSIBLE. Make time a valuable ally. Let it
put the power of compounding to work for you, while helping to reduce your
potential investment risk.
3. DIVERSIFY YOUR PORTFOLIO. By investing in different asset classes -
stocks, bonds, and cash - you help protect against poor performance in one type
of investment while including investments most likely to help you achieve your
important goals.
4. INVEST REGULARLY. Investing is a process, not a one-time event. By
investing regularly over the long term, you reduce the impact of short-term
market gyrations, and you attend to your long-term plan before you're tempted
to spend those assets on short-term needs.
5. MAINTAIN A LONG-TERM PERSPECTIVE. For most individuals, the best
discipline is staying invested as market conditions change. Reactive, emotional
investment decisions are all too often a source of regret - and principal loss.
6. CONSIDER STOCKS TO HELP ACHIEVE MAJOR LONG-TERM GOALS. Over time, stocks
have provided the more powerful returns needed to help the value of your
investments stay well ahead of inflation.
7. KEEP A COMFORTABLE AMOUNT OF CASH IN YOUR PORTFOLIO. To meet current
needs, including emergencies, use a money market fund or a bank account - not
your long-term investment assets.
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8. KNOW WHAT YOU'RE BUYING. Make sure you understand the potential risks
and rewards associated with each of your investments. Ask questions... request
information...make up your own mind. And choose a fund company that helps you
make informed investment decisions.
STRONG RETIREMENT PLAN SERVICES
Strong Retirement Plan Services offers a full menu of high quality, affordable
retirement plan options, including traditional money purchase pension and
profit sharing plans, 401(k) plans, simplified employee pension plans, salary
reduction plans, Keoghs, and 403(b) plans. Retirement plan specialists are
available to help companies determine which type of retirement plan may be
appropriate for their particular situation.
MARKETS. The retirement plan services provided by the Advisor focus on four
distinct markets, based on the belief that a retirement plan should fit the
customer's needs, not the other way around.
1. SMALL COMPANY PLANS. Small company plans are designed for companies
with 1-50 plan participants. The objective is to incorporate the features and
benefits typically reserved for large companies, such as sophisticated
recordkeeping systems, outstanding service, and investment expertise, into a
small company plan without administrative hassles or undue expense. Small
company plan sponsors receive a comprehensive plan administration manual as
well as toll-free telephone support.
2. LARGE COMPANY PLANS. Large company plans are designed for companies
with between 51 and 1,000 plan participants. Each large company plan is
assigned a team of professionals consisting of an account manager, who is
typically an attorney, CPA, or holds a graduate degree in business, a
conversion specialist (if applicable), an accounting manager, a legal/technical
manager, and an education/communications educator.
3. WOMEN-OWNED BUSINESSES.
4. NON-PROFIT AND EDUCATIONAL ORGANIZATIONS (THE 403(B) MARKET).
TURNKEY APPROACH. The retirement plans offered by the Advisor are designed to
be streamlined and simple to administer. To this end, the Advisor has invested
heavily in the equipment, systems, and people necessary to adopt or convert a
plan, and to keep it running smoothly. The Advisor provides all aspects of the
plan, including plan design, administration, recordkeeping, and investment
management. To streamline plan design, the Advisor provides customizable
IRS-approved prototype documents. The Advisor's services also include annual
government reporting and testing as well as daily valuation of each
participant's account. This structure is intended to eliminate the confusion
and complication often associated with dealing with multiple vendors. It is
also designed to save plan sponsors time and expense.
The Advisor strives to provide one-stop retirement savings programs that
combine the advantages of proven investment management, flexible plan design,
and a wide range of investment options. The open architecture design of the
plans allow for the use of the family of mutual funds managed by the Advisor as
well as a stable asset value option. Large company plans may supplement these
options with their company stock (if publicly traded) or funds from other
well-known mutual fund families.
EDUCATION. Participant education and communication is key to the success of
any retirement program, and therefore is one of the most important services
that the Advisor provides. The Advisor's goal is twofold: to make sure that
plan participants fully understand their options and to educate them about the
lifelong investment process. To this end, the Advisor provides attractive,
readable print materials that are supplemented with audio and video tapes, and
retirement education programs.
SERVICE. The Advisor's goal is to provide a world class level of service. One
aspect of that service is an experienced, knowledgeable team that provides
ongoing support for plan sponsors, both at adoption or conversion and
throughout the life of a plan. The Advisor is committed to delivering accurate
and timely information, evidenced by straightforward, complete, and
understandable reports, participant account statements, and plan summaries.
The Advisor has designed both "high-tech" and "high-touch" systems, providing
an automated telephone system as well as personal contact. Participants can
access daily account information, conduct transactions, or have questions
answered in the way that is most comfortable for them.
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STRONG FINANCIAL ADVISORS GROUP
The Strong Financial Advisors Group is dedicated to helping financial advisors
better serve their clients. Financial advisors receive regular updates on the
mutual funds managed by the Advisor, access to portfolio managers through
special conference calls, consolidated mailings of duplicate confirmation
statements, access to the Advisor's network of regional representatives, and
other specialized services. For more information on the Strong Financial
Advisors Group, call 800-368-1683.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 100 East Wisconsin Avenue, Milwaukee, Wisconsin
53202, are the independent accountants for the Fund, providing audit services
and assistance and consultation with respect to the preparation of filings with
the SEC.
LEGAL COUNSEL
Godfrey & Kahn, S.C., 780 North Water Street, Milwaukee, Wisconsin 53202, acts
as legal counsel for the Fund.
FINANCIAL STATEMENTS
The Annual Report for the Fund that is attached to this SAI contains the
following audited financial information:
1. Schedule of Investments in Securities.
2. Statement of Operations.
3. Statement of Assets and Liabilities.
4. Statements of Changes in Net Assets.
5. Notes to Financial Statements.
6. Financial Highlights.
7. Report of Independent Accountants.
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STRONG LIFE STAGE SERIES, INC.
PART C
OTHER INFORMATION
Item 23. EXHIBITS
(a) Articles of Incorporation dated October 22, 1998(2)
(b) Bylaws dated October 23, 1998(2)
(c) Specimen Stock Certificate(2)
(d) Inapplicable
(e) Distribution Agreement(2)
(f) Inapplicable
(g) Custody Agreement(2)
(h) Shareholder Servicing Agent Agreement (relating to transfer and
dividend-disbursing agent activities) (2)
(h.1) Shareholder Servicing Agent Agreement (relating to personal services
provided to shareholders)(2)
(i) Inapplicable
(j) Consent of Independent Accountants
(k) Inapplicable
(l) Inapplicable
(m) Inapplicable
(n) Inapplicable
(o) Inapplicable
(p) Code of Ethics for Access Persons dated October 22, 1999
(p.1) Code of Ethics for Non-Access Persons dated October 22, 1999
(q) Power of Attorney dated April 26, 2000
(r) Letter of Representation
___________________
(1) Incorporated herein by reference to the Initial Registration Statement
on Form N-1A of Registrant filed on or about November 2, 1998.
(2) Incorporated herein by reference to Pre-Effective Amendment No. 1 to
the Registration Statement on Form N-1A of Registrant filed on or about
December 23, 1998.
Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Registrant neither controls any person nor is under common control with
any other person.
Item 25. INDEMNIFICATION
Officers and directors of the Fund, its advisor and underwriter are
insured under a joint directors and officers/errors and omissions insurance
policy underwritten by a group of insurance companies in the aggregate amount
of $115,000,000, subject to certain deductions. Pursuant to the authority of
the Wisconsin Business Corporation Law ("WBCL"), Article VII of Registrant's
Bylaws provides as follows:
ARTICLE VII. INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 7.01. MANDATORY INDEMNIFICATION. The Corporation shall
indemnify, to the full extent permitted by the WBCL, as in effect from time to
time, the persons described in Sections 180.0850 through 180.0859 (or any
successor provisions) of the WBCL or other provisions of the law of the State
of Wisconsin relating to indemnification of directors and officers, as in
effect from time to time. The indemnification afforded such persons by this
section shall not be exclusive of other rights to which they may be entitled as
a matter of law.
1
<PAGE>
SECTION 7.02. PERMISSIVE SUPPLEMENTARY BENEFITS. The Corporation
may, but shall not be required to, supplement the right of indemnification
under Section 7.01 by (a) the purchase of insurance on behalf of any one or
more of such persons, whether or not the Corporation would be obligated to
indemnify such person under Section 7.01; (b) individual or group
indemnification agreements with any one or more of such persons; and (c)
advances for related expenses of such a person.
SECTION 7.03. AMENDMENT. This Article VII may be amended or
repealed only by a vote of the shareholders and not by a vote of the Board of
Directors.
SECTION 7.04. INVESTMENT COMPANY ACT. In no event shall the
Corporation indemnify any person hereunder in contravention of any provision of
the Investment Company Act.
Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR
The information contained under "Who are the funds' investment advisor and
portfolio managers?" in the Prospectus and under "Directors and Officers,"
"Investment Advisor of the Underlying Funds," "Distributor," and "Shareholder
Servicing Agent" in the Statement of Additional Information is hereby
incorporated by reference pursuant to Rule 411 under the Securities Act of
1933.
Item 27. PRINCIPAL UNDERWRITERS
(a) Strong Investments, Inc., principal underwriter for Registrant, also
serves as principal underwriter for Strong Advantage Fund, Inc.; Strong Asia
Pacific Fund, Inc.; Strong Asset Allocation Fund, Inc.; Strong Common Stock
Fund, Inc.; Strong Conservative Equity Funds, Inc.; Strong Corporate Bond Fund,
Inc.; Strong Discovery Fund, Inc.; Strong Equity Funds, Inc.; Strong Government
Securities Fund, Inc.; Strong Heritage Reserve Series, Inc.; Strong High-Yield
Municipal Bond Fund, Inc.; Strong Income Funds, Inc.; Strong Income Funds II,
Inc.; Strong International Equity Funds, Inc.; Strong International Income
Funds, Inc.; Strong Money Market Fund, Inc.; Strong Municipal Bond Fund, Inc.;
Strong Municipal Funds, Inc.; Strong Opportunity Fund, Inc.; Strong Opportunity
Fund II, Inc.; Strong Schafer Funds, Inc.; Strong Schafer Value Fund, Inc.;
Strong Short-Term Bond Fund, Inc.; Strong Short-Term Global Bond Fund, Inc.;
Strong Short-Term Municipal Bond Fund, Inc.; Strong Total Return Fund, Inc.;
and Strong Variable Insurance Funds, Inc.
(b)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH UNDERWRITER WITH FUND
Richard S. Strong Director and Chairman Director and Chairman of
100 Heritage Reserve of the Board the Board
Menomonee Falls, WI 53051
Stephen J. Shenkenberg Vice President, Vice President
100 Heritage Reserve Chief Compliance Officer and Secretary
Menomonee Falls, WI 53051 and Secretary
Anthony J. D'Amato President none
100 Heritage Reserve
Menomonee Falls, WI 53051
Jevad Aslani Vice President none
100 Heritage Reserve
Menomonee Falls, WI 53051
2
<PAGE>
Lyle J. Fitterer Vice President none
100 Heritage Reserve
Menomonee Falls, WI 53051
Dana J. Russart Vice President none
100 Heritage Reserve
Menomonee Falls, WI 53051
Peter D. Schwab Vice President none
100 Heritage Reserve
Menomonee Falls, WI 53051
Michael W. Stefano Vice President none
100 Heritage Reserve
Menomonee Falls, WI 53051
Dennis A. Wallestad Vice President none
100 Heritage Reserve
Menomonee Falls, WI 53051
Thomas M. Zoeller Treasurer and Chief Vice President
100 Heritage Reserve Financial Officer
Menomonee Falls, WI 53051
Richard T. Weiss Director none
100 Heritage Reserve
Menomonee Falls, WI 53051
(c) None
Item 28. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books, or other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the rules promulgated
thereunder are in the physical possession of Registrant's Vice President,
Stephen J. Shenkenberg, at Registrant's corporate offices, 100 Heritage
Reserve, Menomonee Falls, Wisconsin 53051.
Item 29. MANAGEMENT SERVICES
All management-related service contracts entered into by Registrant are
discussed in Parts A and B of this Registration Statement.
Item 30. UNDERTAKINGS
None
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933, and has duly caused this Post-Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the Village of Menomonee Falls, and State of Wisconsin on the
26th day of April, 2000.
STRONG LIFE STAGE SERIES, INC.
(Registrant)
BY: /S/ STEPHEN J. SHENKENBERG
Stephen J. Shenkenberg, Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement on Form N-1A has been
signed below by the following persons in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
NAME TITLE DATE
- --------------------------- ---------------------------------- ----------------
Chairman of the Board (Principal
/s/ Richard S. Strong Executive Officer) and a Director April 26, 2000
- ---------------------------
Richard S. Strong
Treasurer (Principal Financial and
/s/ John W. Widmer Accounting Officer) April 26, 2000
- ---------------------------
John W. Widmer
Director April 26, 2000
- ---------------------------
Marvin E. Nevins*
Director April 26, 2000
- ---------------------------
Willie D. Davis*
Director April 26, 2000
- ---------------------------
William F. Vogt*
Director April 26, 2000
- ---------------------------
Stanley Kritzik*
Director April 26, 2000
- ---------------------------
Neal Malicky*
</TABLE>
* John S. Weitzer signs this document pursuant to powers of attorney filed
with this Post-Effective Amendment to the Registration Statement on Form N-1A.
By: /S/ JOHN S. WEITZER
John S. Weitzer
1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
EDGAR
EXHIBIT NO. EXHIBIT EXHIBIT NO.
- ----------- --------------------------------------
(j) Consent of Independent Accountants EX-99.j
(p) Code of Ethics for Access Persons EX-99.p
(p.1) Code of Ethics for Non-Access Persons EX-99.p1
(q) Power of Attorney dated April 26, 2000 EX-99.q
(r) Letter of Representation EX-99.r
</TABLE>
1
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form N-1A of our report dated February 2, 2000, relating to the
financial statements and financial highlights which appear in the December 31,
1999 Annual Report to Shareholders of Strong Aggressive Portfolio, Strong
Conservative Portfolio and Strong Moderate Portfolio (three of the portfolios
constituting the Strong Life Stage Series, Inc.), which is also incorporated by
reference into the Registration Statement. We also consent to the references
to us under the headings "Financial Highlights" and "Independent Accountants"
in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
April 26, 2000
1
<PAGE>
CODE OF ETHICS
FOR ACCESS PERSONS OF
THE STRONG FAMILY OF MUTUAL FUNDS,
STRONG CAPITAL MANAGEMENT, INC.,
STRONG INVESTMENTS, INC.,
AND FLINT PRAIRIE, L. L. C.
[STRONG LOGO]
STRONG CAPITAL MANAGEMENT, INC.
October 22, 1999
1
<PAGE>
CODE OF ETHICS
For Access Persons of
The Strong Family of Mutual Funds,
Strong Capital Management, Inc.,
Strong Investments, Inc.,
and Flint Prairie, L. L. C.
Dated October 22, 1999
TABLE OF CONTENTS
I. INTRODUCTION 1
A. Fiduciary Duty 1
1. Place the interests of Advisory Clients first 1
2. Avoid taking inappropriate advantage of their position 1
3. Conduct all Personal Securities Transactions in full compliance with this
Code including both the preclearance and reporting requirements 1
B. Appendices to the Code 1
1. Definitions 2
2. Contact Persons 2
3. Disclosure of Personal Holdings in Securities 2
4. Acknowledgment of Receipt of Code of Ethics and Limited Power of Attorney 2
5. Preclearance Request for Access Persons 2
6. Annual Code of Ethics Questionnaire 2
7. List of Broad-Based Indices 2
8. Gift Policy 2
9. Insider Trading Policy 2
10. Electronic Trading Authorization Form 2
11. Social Security Number/Tax Identification Form 2
C. Application of the Code to Independent Fund Directors 2
D. Application of the Code to Funds Subadvised by SCM 2
II. PERSONAL SECURITIES TRANSACTIONS 2
A. Annual Disclosure of Personal Holdings by Access Persons 2
B. Preclearance Requirements for Access Persons 3
1. General Requirement 3
2. Transactions Exempt from Preclearance Requirements 3
a. Mutual Funds 3
b. No Knowledge 3
c. Certain Corporate Actions 3
d. Rights 3
e. Application to Commodities, Futures, Options on Futures and Options on
Broad-Based Indices 3
f. Miscellaneous 4
1
<PAGE>
TABLE OF CONTENTS (CONTINUED)
C. Preclearance Requests 4
1. Trade Authorization Request Forms 4
2. Review of Form 4
3. Access Person Designees 4
D. Prohibited Transactions 5
1. Prohibited Securities Transactions 5
a. Initial Public Offerings 5
b. Pending Buy or Sell Orders 5
c. Seven Day Blackout 5
d. Intention to Buy or Sell for Advisory Client 6
e. 60-Day Blackout 6
2. Always Prohibited Securities Transactions 6
a. Inside Information 6
b. Market Manipulation 6
c. Large Positions in Registered Investment Companies 6
d. Others 6
3. Private Placements 6
4. No Explanation Required for Refusals 7
E. Execution of Personal Securities Transactions 7
F. Length of Trade Authorization Approval 7
G. Trade Reporting Requirements 7
1. Reporting Requirement 7
2. Disclaimers 8
3. Quarterly Review 8
4. Availability of Reports 8
III. FIDUCIARY DUTIES 9
A. Confidentiality 9
B. Gifts 9
1. Accepting Gifts 9
2. Solicitation of Gifts 9
3. Giving Gifts 9
C. Payments to Advisory Clients 9
D. Corporate Opportunities 9
E. Undue Influence 10
F. Service as a Director 10
G. Involvement in Criminal Matters or Investment-Related Civil Proceedings
10
2
<PAGE>
TABLE OF CONTENTS (CONTINUED)
IV. COMPLIANCE WITH THIS CODE OF ETHICS 10
A. Code of Ethics Review Committee 10
1. Membership, Voting, and Quorum 10
2. Investigating Violations of the Code 10
3. Annual Reports 11
B. Remedies 11
1. Sanctions 11
2. Sole Authority 11
3. Review 11
C. Exceptions to the Code 12
D. Compliance Certification 12
E. Record Retention 12
1. Code of Ethics 12
2. Violations 12
3. Required Reports 12
4. Access Person List 12
F. Inquiries Regarding the Code 12
3
<PAGE>
CODE OF ETHICS
For Access Persons of
The Strong Family of Mutual Funds,
Strong Capital Management, Inc.,
Strong Investments, Inc.,
and Flint Prairie, L. L. C.
Dated October 22, 1999
TABLE OF APPENDICES
Appendix 1 (Definitions) 13
Appendix 2 (Contact Persons) 16
Appendix 3 (Disclosure of Personal Holdings in Securities) 17
Appendix 4 (Acknowledgment of Receipt of Code of Ethics and
Limited Power of Attorney) 18
Appendix 5 (Preclearance Request for Access Persons) 19
Appendix 6 (Annual Code of Ethics Questionnaire) 20
Appendix 7 (List of Broad-Based Indices) 23
Appendix 8 (Gift Policy) 24
Appendix 9 (Insider Trading Policy) 26
Appendix 10 (Electronic Trading Authorization Form) 30
Appendix 11 (Social Security Number/Tax Identification Form) 31
4
<PAGE>
CODE OF ETHICS
For Access Persons of
The Strong Family of Mutual Funds,
Strong Capital Management, Inc.,
Strong Investments, Inc.,
and Flint Prairie, L. L. C.
Dated October 22, 1999
I. INTRODUCTION(1)
A. FIDUCIARY DUTY. This Code of Ethics is based upon the principle
that directors, officers and associates of Strong Capital Management, Inc.
("SCM"), Strong Investments, Inc. ("the Distributor"), the Strong Family of
Mutual Funds ("the Strong Funds") and Flint Prairie, L. L. C. ("Flint Prairie")
have a fiduciary duty to place the interests of clients ahead of their own.
The Code applies to all Access Persons and focuses principally on preclearance
and reporting of personal transactions in securities. Access Persons must
avoid activities, interests and relationships that might interfere with making
decisions in the best interests of the Advisory Clients of SCM.
As fiduciaries, Access Persons must at all times:
1. PLACE THE INTERESTS OF ADVISORY CLIENTS FIRST. Access Persons must
scrupulously avoid serving their own personal interests ahead of the interests
of the Advisory Clients of SCM. AN ACCESS PERSON MAY NOT INDUCE OR CAUSE AN
ADVISORY CLIENT TO TAKE ACTION, OR NOT TO TAKE ACTION, FOR PERSONAL BENEFIT
RATHER THAN FOR THE BENEFIT OF THE ADVISORY CLIENT. For example, an Access
Person would violate this Code by causing an Advisory Client to purchase a
Security he or she owned for the purpose of increasing the price of that
Security.
2. AVOID TAKING INAPPROPRIATE ADVANTAGE OF THEIR POSITION. The receipt of
investment opportunities, perquisites or gifts from persons seeking business
with the Strong Funds, SCM, the Distributor, Flint Prairie or their clients
could call into question the exercise of an Access Person's independent
judgment. Access persons may not, for example, use their knowledge of
portfolio transactions to profit by the market effect of such transactions.
3. CONDUCT ALL PERSONAL SECURITIES TRANSACTIONS IN FULL COMPLIANCE
WITH THIS CODE INCLUDING BOTH THE PRECLEARANCE AND REPORTING REQUIREMENTS.
Doubtful situations should be resolved in favor of Advisory Clients. Technical
compliance with the Code's procedures will not automatically insulate from
scrutiny any trades that may indicate an abuse of fiduciary duties.
[FN]
(1) Capitalized words are defined in Appendix 1.
</FN>
1
<PAGE>
B. APPENDICES TO THE CODE. The appendices to this Code are attached
hereto, are a part of the Code and include the following:
1. DEFINITIONS--capitalized words as defined in the Code (Appendix
1),
2. CONTACT PERSONS, including the Preclearance Officer designees and the
Code of Ethics Review Committee (Appendix 2),
3. DISCLOSURE OF PERSONAL HOLDINGS IN SECURITIES (Appendix 3),
4. ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS AND LIMITED POWER OF
ATTORNEY (Appendix 4),
5. PRECLEARANCE REQUEST FOR ACCESS PERSONS (Appendix 5),
6. ANNUAL CODE OF ETHICS QUESTIONNAIRE (Appendix 6),
7. LIST OF BROAD-BASED INDICES (Appendix 7),
8. GIFT POLICY (Appendix 8),
9. INSIDER TRADING POLICY (Appendix 9)
10. Electronic Trading Authorization Form (Appendix 10), and
11. Social Security Number/Tax Identification Form (Appendix 11).
C. APPLICATION OF THE CODE TO INDEPENDENT FUND DIRECTORS. This Code
applies to Independent Fund Directors and requires Independent Fund Directors
and their Immediate Families to report Securities Transactions to the
Compliance Department in accordance with the trade reporting requirements
(Section II.G.). However, provisions of the Code relating to the disclosure of
personal holdings (Section II.A.), preclearance of trades (Section II.B.),
prohibited transactions (II.D.1.), large positions in registered investment
companies (Section II.D.2.c.), private placements (Section II.D.3.),
restrictions on serving as a director of a publicly-traded company (Section
III.F.) and receipt of gifts (Section III.B.) do not apply to Independent Fund
Directors.
D. APPLICATION OF THE CODE TO FUNDS SUBADVISED BY SCM. This Code does
not apply to the directors, officers and general partners of Funds for which
SCM serves as a subadviser.
2
<PAGE>
II. PERSONAL SECURITIES TRANSACTIONS
A. ANNUAL DISCLOSURE OF PERSONAL HOLDINGS BY ACCESS PERSONS. Upon
designation as an Access Person, and thereafter on an annual basis, all Access
Persons must report on the Disclosure of Personal Holdings In Securities Form
(Appendix 3) (or a substantially similar form) all Securities, including
securities held in certificate form, in which they have a Beneficial Interest
and all Securities in non-client accounts for which they make investment
decisions (previously reported holdings, as well as those specifically excluded
from the definition of Security, need not be reported). This provision does
not apply to Independent Fund Directors.
B. PRECLEARANCE REQUIREMENTS FOR ACCESS PERSONS.
1. GENERAL REQUIREMENT. Except for the transactions set forth in
Section II.B.2., ALL SECURITIES TRANSACTIONS in which an Access Person or a
member of his or her Immediate Family has a Beneficial Interest MUST BE
PRECLEARED with the Preclearance Officer or his designee. This provision does
not apply to transactions of Independent Fund Directors and their Immediate
Families.
2. TRANSACTIONS EXEMPT FROM PRECLEARANCE REQUIREMENTS. The following
Securities Transactions are exempt from the preclearance requirements set forth
in Section II.B.1. of this Code:
a. MUTUAL FUNDS. Securities issued by any registered open-end
investment companies (including but not limited to the Strong Funds);
b. NO KNOWLEDGE. Securities Transactions where neither SCM, the
Access Person nor an Immediate Family member knows of the transaction before it
is completed (for example, Securities Transactions effected for an Access
Person by a trustee of a blind trust or discretionary trades involving an
investment partnership or investment club in which the Access Person is neither
consulted nor advised of the trade before it is executed);
c. CERTAIN CORPORATE ACTIONS. Any acquisition or disposition of
Securities through stock dividends, dividend reinvestments, stock splits,
reverse stock splits, mergers, consolidations, spin-offs or other similar
corporate reorganizations or distributions generally applicable to all holders
of the same class of Securities. Odd-lot tender offers are also exempt from
the preclearance requirements; however, all other tender offers must be
precleared;
d. RIGHTS. Any acquisition or disposition of Securities through the
exercise of rights, options, convertible bonds or other instruments acquired in
compliance with this Code;
e. APPLICATION TO COMMODITIES, FUTURES, OPTIONS ON FUTURES AND OPTIONS
ON BROAD-BASED INDICES. Commodities, futures (including currency futures and
futures on securities comprising part of a broad-based, publicly traded
3
<PAGE>
market based index of stocks), options on futures, options on currencies and
options on certain indices designated by the Compliance Department as
broad-based are not subject to preclearance or the seven day black out, 60-day
profit disgorgement and other prohibited transaction provisions of Section
II.D.1. of the Code but are subject to transaction reporting requirements
(Section II.G.). The options on indices designated by the Compliance Department
as broad-based may be changed from time to time and are listed in Appendix 7.
THE OPTIONS ON INDICES THAT ARE NOT DESIGNATED AS BROAD-BASED ARE SUBJECT TO
THE PRECLEARANCE, SEVEN-DAY BLACKOUT, 60-DAY PROFIT DISGORGEMENT, PROHIBITED
TRANSACTION AND REPORTING PROVISIONS OF THE CODE.
f. MISCELLANEOUS. Any transaction in the following: (1) bankers
acceptances; (2) bank certificates of deposit ("CDs"); (3) commercial paper;
(4) repurchase agreements (when backed by exempt securities); (5) U.S.
Government Securities; (6) the acquisition of equity securities in dividend
reinvestment plans ("DRIPs"), when the acquisition is directly through the
issuer or its non-broker agent; (7) Securities of the employer of a member of
the Access Person's Immediate Family if such securities are beneficially owned
through participation by the Immediate Family member in a Profit Sharing plan,
401(k) plan, ESOP or other similar plan; and (8) other Securities as may from
time to time be designated in writing by the Code of Ethics Review Committee on
the grounds that the risk of abuse is minimal or non-existent.
C. PRECLEARANCE REQUESTS.
1. TRADE AUTHORIZATION REQUEST FORMS. Prior to entering an order for
a Securities Transaction that requires preclearance, the Access Person must
complete, IN WRITING, a Preclearance Request For Access Persons Form (Appendix
5) and submit the completed form to the Preclearance Officer (or his or her
designee). The Preclearance Request For Access Persons Form requires Access
Persons to provide certain information and to make certain representations.
Proposed Securities Transactions of the Preclearance Officer that require
preclearance must be submitted to his designee.
2. REVIEW OF FORM. After receiving the completed Preclearance Request
For Access Persons Form, the Preclearance Officer (or his or her designee) will
(a) review the information set forth in the form, (b) independently confirm
whether the Securities are held by any Funds or other accounts managed by SCM
and whether there are any unexecuted orders to purchase or sell the Securities
by any Fund or accounts managed by SCM and (c) as soon as reasonably
practicable, determine whether to clear the proposed Securities Transaction.
The authorization, date, and time of the authorization must be reflected on the
Preclearance Request For Access Persons Form. The Preclearance Officer (or his
or her designee) will keep one copy of the completed form for the Compliance
Department, send one copy to the Access Person seeking authorization and send
the third copy to the Trading Department, which will cause the transaction to
be executed. If the brokerage account is an Electronic Trading Account and the
Access
4
<PAGE>
Person has completed the Electronic Trading Authorization Form (Appendix 10),
the Access Person will execute the transaction on his or her own behalf and
will provide Compliance with a copy of the electronic confirmation by the end
of the next business day.
No order for a securities transaction for which preclearance authorization is
sought may be placed prior to the receipt of WRITTEN authorization of the
transaction by the preclearance officer (or his or her designee). Verbal
approvals are not permitted.
3. ACCESS PERSON DESIGNEES. If an Access Person is unable to
personally effect a personal Securities Transaction, such Access Person may
designate an individual at SCM to complete and submit for preclearance on his
or her behalf a Preclearance Request For Access Persons Form provided the
following requirements are satisfied:
a. The Access Person communicates the details of the trade and affirms
the accuracy of the representations and warranties contained on the Form
directly to such designated person; and
b. The designated person completes the Preclearance Request For Access
Persons Form on behalf of the Access Person in accordance with the requirements
of the Code and then executes the Access Person Designee Certification
contained in the Form. The Access Person does not need to sign the Form so
long as the foregoing certification is provided.
D. PROHIBITED TRANSACTIONS.
1. PROHIBITED SECURITIES TRANSACTIONS. The following Securities
Transactions for accounts in which an Access Person or a member of his or her
Immediate Family have a Beneficial Interest, to the extent they require
preclearance under Section II.B. above, are prohibited and will not be
authorized by the Preclearance Officer (or his or her designee) absent
exceptional circumstances:
a. INITIAL PUBLIC OFFERINGS. Any purchase of Securities in an initial
public offering (other than a new offering of a registered open-end investment
company);
b. PENDING BUY OR SELL ORDERS. Any purchase or sale of Securities on
any day during which any Advisory Client has a pending "buy" or "sell" order in
the same Security (or Equivalent Security) until that order is executed or
withdrawn, unless the purchase or sale is a Program Trade;
c. SEVEN DAY BLACKOUT. Purchases or sales of Securities by a
Portfolio Manager within seven calendar days of a purchase or sale of the same
Securities (or Equivalent Securities) by an Advisory Client managed by that
Portfolio Manager, unless the purchase or sale is a Program Trade. For
example, if a Fund trades in a Security on day one, day eight is the first day
the Portfolio
5
<PAGE>
Manager may trade that Security for an account in which he or she has a
beneficial interest;
d. INTENTION TO BUY OR SELL FOR ADVISORY CLIENT. Purchases or sales
of Securities at a time when that Access Person intends, or knows of another's
intention, to purchase or sell that Security (or an Equivalent Security) on
behalf of an Advisory Client. This prohibition applies whether the Securities
Transaction is in the same (E.G., two purchases) or the opposite (a purchase
and sale) direction of the transaction of the Advisory Client, unless the
purchase or sale is a Program Trade; and
e. 60-DAY BLACKOUT. (1) Sales of a Security within 60 days of the
purchase of the Security (or an Equivalent Security) in which the Access Person
has a Beneficial Interest and (2) purchases of a Security within 60 days of the
sale of the Security (or an Equivalent Security) in which the Access Person had
a Beneficial Interest, unless in each case, the Access Person agrees to give up
all profits on the transaction to a charitable organization as specified by
remedies involving sanctions (Section IV.B.1.).
2. ALWAYS PROHIBITED SECURITIES TRANSACTIONS. The following
Securities Transactions are prohibited and will not be authorized under any
circumstances:
a. INSIDE INFORMATION. Any transaction in a Security while in
possession of material nonpublic information regarding the Security or the
issuer of the Security (see Insider Trading Policy, Appendix 9);
b. MARKET MANIPULATION. Transactions intended to raise, lower, or
maintain the price of any Security or to create a false appearance of active
trading;
c. LARGE POSITIONS IN REGISTERED INVESTMENT COMPANIES. Transactions
in a registered investment company, including Strong Funds, which result in the
Access Person owning five percent or more of any class of securities in such
investment company (this prohibition does not apply to Independent Fund
Directors); and
d. OTHERS. Any other transactions deemed by the Preclearance Officer
(or his designee) to involve a conflict of interest, possible diversion of
corporate opportunity or an appearance of impropriety.
3. PRIVATE PLACEMENTS. Acquisitions of Beneficial Interests in
Securities in a private placement by an Access Person is strongly discouraged.
The Preclearance Officer (or his or her designee) will give permission only
after considering, among other facts, whether the investment opportunity should
be reserved for Advisory Clients and whether the opportunity is being offered
to an Access Person by virtue of his or her position as an Access Person.
Access Persons who have been authorized to acquire and have acquired
6
<PAGE>
securities in a private placement are required to disclose that investment to
the Compliance Department when they play a part in any subsequent consideration
of an investment in the issuer by an Advisory Client. In such circumstances,
the decision to purchase securities of the issuer by an Advisory Client must be
independently authorized by a Portfolio Manager with no personal interest in
the issuer. This provision does not apply to Independent Fund Directors.
4. NO EXPLANATION REQUIRED FOR REFUSALS. In some cases, the
Preclearance Officer (or his or her designee) may refuse to authorize a
Securities Transaction for a reason that is confidential. The Preclearance
Officer is not required to give an explanation for refusing to authorize any
Securities Transaction.
E. EXECUTION OF PERSONAL SECURITIES TRANSACTIONS. Unless an exception
is provided in writing by the Compliance Department, all transactions in
Securities subject to the preclearance requirements for which an Access Person
or a member of his or her Immediate Family has a Beneficial Interest shall be
executed by the Trading Department. However, if the Access Person's brokerage
account is an Electronic Trading Account, the transaction may be placed by the
Access Person. IN ALL INSTANCES, THE TRADING DEPARTMENT MUST GIVE PRIORITY TO
CLIENT TRADES OVER ACCESS PERSON TRADES.
F. LENGTH OF TRADE AUTHORIZATION APPROVAL. The authorization provided
by the Preclearance Officer (or his or her designee) is effective until the
earlier of (1) its revocation; (2) the close of business on the second trading
day after the authorization is granted for transactions placed by the Trading
Department (for example, if authorization is provided on a Monday, it is
effective until the close of business on Wednesday); (3) the close of business
of the SAME TRADING DAY that the authorization is granted for transactions
placed through an Electronic Trading Account; or (4) the Access Person learns
that the information in the Trade Authorization Request Form is not accurate.
If the order for the Securities Transaction is not placed within that period, a
new advance authorization must be obtained before the Securities Transaction is
placed. For Securities Transactions placed by the Trading Deparment that have
not been executed within two trading days after the day the authorization is
granted (for example, in the case of a limit order or a Not Held Order), no new
authorization is necessary unless the person placing the original order for the
Securities Transaction amends it in any way.
G. TRADE REPORTING REQUIREMENTS.
1. REPORTING REQUIREMENT. EVERY ACCESS PERSON AND MEMBERS OF HIS OR
HER IMMEDIATE FAMILY (INCLUDING INDEPENDENT FUND DIRECTORS AND THEIR IMMEDIATE
FAMILIES) MUST ARRANGE FOR THE COMPLIANCE DEPARTMENT TO RECEIVE DIRECTLY FROM
ANY BROKER, DEALER OR BANK THAT EFFECTS ANY SECURITIES TRANSACTION, DUPLICATE
COPIES OF EACH CONFIRMATION FOR EACH SUCH TRANSACTION AND PERIODIC STATEMENTS
FOR EACH BROKERAGE ACCOUNT IN WHICH SUCH ACCESS PERSON HAS A BENEFICIAL
INTEREST. Additionally, securities held in certificate form that are not
included in the periodic statements, must also be reported. To assist in
making these arrangements, the
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Compliance Department will send a letter to each brokerage firm based on the
information provided by the Access Person in Appendix 3.
THE FOREGOING DOES NOT APPLY TO TRANSACTIONS AND HOLDINGS IN (1) OPEN-END
INVESTMENT COMPANIES INCLUDING BUT NOT LIMITED TO THE STRONG FUNDS, (2) BANKERS
ACCEPTANCES, (3) BANK CERTIFICATES OF DEPOSIT ("CDS"), (4) COMMERCIAL PAPER,
(5) REPURCHASE AGREEMENTS WHEN BACKED BY EXEMPT SECURITIES, (6) U. S.
GOVERNMENT SECURITIES, (7) THE ACQUISITION OF EQUITY SECURITIES IN DIVIDEND
REINVESTMENT PLANS ("DRIPS"), WHEN THE ACQUISITION IS DIRECTLY THROUGH THE
ISSUER OR ITS NON-BROKER AGENT; OR (8) SECURITIES OF THE EMPLOYER OF A MEMBER
OF THE ACCESS PERSON'S IMMEDIATE FAMILY IF SUCH SECURITIES ARE BENEFICIALLY
OWNED THROUGH PARTICIPATION BY THE IMMEDIATE FAMILY MEMBER IN A PROFIT SHARING
PLAN, 401(K) PLAN, ESOP OR OTHER SIMILAR PLAN.
2. DISCLAIMERS. Any report of a Securities Transaction for the
benefit of a person other than the individual in whose account the transaction
is placed may contain a statement that the report should not be construed as an
admission by the person making the report that he or she has any direct or
indirect beneficial ownership in the Security to which the report relates.
3. QUARTERLY REVIEW. At least quarterly, for Securities Transactions
requiring preclearance under this Code, the Preclearance Officer (or his or her
designee) shall compare the confirmations and periodic statements provided
pursuant to the trade reporting requirements (Section II.G.1.) to the approved
Trade Authorization Request Forms. Such review shall include:
a. Whether the Securities Transaction complied with this Code;
b. Whether the Securities Transaction was authorized in advance of its
placement;
c. Whether the Securities Transaction was executed within two full
trading days of when it was authorized;
d. Whether any Fund or accounts managed by SCM owned the Securities at
the time of the Securities Transaction, and;
e. Whether any Fund or separate accounts managed by SCM purchased or
sold the Securities in the Securities Transaction within at least 10 days of
the Securities Transaction.
4. AVAILABILITY OF REPORTS. All information supplied pursuant to this
Code will be available for inspection by the Boards of Directors of SCM and
SFDI; the Board of Directors of each Strong Fund; the Code of Ethics Review
Committee; the Compliance Department; the Access Person's department manager
(or designee); any party to which
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any investigation is referred by any of the foregoing, the SEC, any
self-regulatory organization of which the Strong Funds, SCM, the Distributor or
Flint Prairie is a member, and any state securities commission; as well as any
attorney or agent of the foregoing, the Strong Funds, SCM, the Distributor or
Flint Prairie.
III. FIDUCIARY DUTIES
A. CONFIDENTIALITY. Access Persons are prohibited from revealing
information relating to the investment intentions, activities or portfolios of
Advisory Clients except to persons whose responsibilities require knowledge of
the information.
B. GIFTS. The following provisions on gifts apply only to associates
of SCM, the Distributor and Flint Prairie.
1. ACCEPTING GIFTS. On occasion, because of their position with SCM,
the Distributor, the Strong Funds or Flint Prairie, associates may be offered,
or may receive without notice, gifts from clients, brokers, vendors or other
persons not affiliated with such entities. Acceptance of extraordinary or
extravagant gifts is not permissible. Any such gifts must be declined or
returned in order to protect the reputation and integrity of SCM, the
Distributor, the Strong Funds and Flint Prairie. Gifts of a nominal value
(i.e., gifts whose reasonable value is no more than $100 a year), customary
business meals, entertainment (E.G., sporting events) and promotional items
(E.G., pens, mugs, T-shirts) may be accepted. Please see the Gift Policy
(Appendix 8) for additional information.
If an associate receives any gift that might be prohibited under this
Code, the associate must inform the Compliance Department.
2. SOLICITATION OF GIFTS. Associates of SCM, the Distributor or Flint
Prairie may not solicit gifts or gratuities.
3. GIVING GIFTS. Associates of SCM, the Distributor or Flint Prairie
may not give any gift with a value in excess of $100 per year to persons
associated with securities or financial organizations, including exchanges,
other member organizations, commodity firms, news media or clients of the firm.
Please see the Gift Policy (Appendix 9) for additional information.
C. PAYMENTS TO ADVISORY CLIENTS. Access Persons may not make any
payments to Advisory Clients in order to resolve any type of Advisory Client
complaint. All such matters must be handled by the Legal Department.
D. CORPORATE OPPORTUNITIES. Access Persons may not take personal
advantage of any opportunity properly belonging to any Advisory Client, SCM,
the Distributor or Flint Prairie. This includes, but is not limited to,
acquiring Securities for one's own account that would otherwise be acquired for
an Advisory Client.
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E. UNDUE INFLUENCE. Access Persons may not cause or attempt to cause
any Advisory Client to purchase, sell or hold any Security in a manner
calculated to create any personal benefit to the Access Person. If an Access
Person or Immediate Family Member stands to materially benefit from an
investment decision for an Advisory Client that the Access Person is
recommending or participating in, the Access Person must disclose to those
persons with authority to make investment decisions for the Advisory Client,
any Beneficial Interest that the Access Person (or Immediate Family) has in
that Security or an Equivalent Security, or in the issuer thereof, where the
decision could create a material benefit to the Access Person (or Immediate
Family) or the appearance of impropriety. If the Access Person in question is
a person with authority to make investment decisions for the Advisory Client,
disclosure must also be made to the Compliance Department. The person to whom
the Access Person reports the interest, in consultation with the Compliance
Department, must determine whether the Access Person will be restricted in
making investment decisions.
F. SERVICE AS A DIRECTOR. No Access Person, other than an Independent
Fund Director, may serve on the board of directors of a publicly-held company
not affiliated with SCM, the Distributor, the Strong Funds or Flint Prairie
absent prior written authorization by the Code of Ethics Review Committee.
This authorization will rarely, if ever, be granted and, if granted, will
normally require that the affected Access Person be isolated through "Chinese
Wall" or other procedures from those making investment decisions related to the
issuer on whose board the Access Person sits.
G. INVOLVEMENT IN CRIMINAL MATTERS OR INVESTMENT-RELATED CIVIL
PROCEEDINGS. Each Access Person must notify the Compliance Department, as soon
as reasonably practical, if arrested, arraigned, indicted or pleads no contest
to any criminal offense (other than minor traffic violations) or if named as a
defendant in any Investment-Related civil proceedings or any administrative or
disciplinary action.
IV. COMPLIANCE WITH THIS CODE OF ETHICS
A. CODE OF ETHICS REVIEW COMMITTEE.
1. MEMBERSHIP, VOTING, AND QUORUM. The Code of Ethics Review
Committee shall consist of Senior Officers of SCM. The Committee shall vote by
majority vote with two members serving as a quorum. Vacancies may be filled;
and in the case of extended absences or periods of unavailability, alternates
may be selected by the majority vote of the remaining members of the Committee.
However, in the event that the General Counsel or Deputy General Counsel is
unavailable, at least one member of the Committee shall also be a member of the
Compliance Department.
2. INVESTIGATING VIOLATIONS OF THE CODE. The General Counsel, or his
or her designee, is responsible for investigating any suspected violation of
the Code and shall report the results of each investigation to the Code of
Ethics Review Committee. The Code of Ethics Review Committee is responsible
for reviewing the results of any investigation of any reported or suspected
violation of the Code. Any material violation
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of the Code by an associate of SCM, the Distributor or Flint Prairie for which
significant remedial action was taken will be reported to the Boards of
Directors of the Strong Funds at the next regularly scheduled quarterly Board
meeting.
3. ANNUAL REPORTS. The Code of Ethics Review Committee will review
the Code at least once a year, in light of legal and business developments and
experience in implementing the Code and will prepare an annual report to the
Boards of Directors of SCM, the Distributor and each Strong Fund that:
a. Summarizes existing procedures concerning personal investing and
any changes in the procedures made during the past year;
b. Identifies any violation requiring significant remedial action
during the past year; and
c. Identifies any recommended changes in existing restrictions or
procedures based on its experience under the Code, evolving industry practices
or developments in applicable laws or regulations.
B. REMEDIES.
1. SANCTIONS. If the Code of Ethics Review Committee determines that
an Access Person has committed a violation of the Code, the Committee may
impose sanctions and take other actions as it deems appropriate, including a
letter of caution or warning, suspension of personal trading rights, suspension
of employment (with or without compensation), fine, civil referral to the SEC,
criminal referral and termination of employment for cause. The Code of Ethics
Review Committee may also require the Access Person to reverse the trade(s) in
question and forfeit any profit or absorb any loss derived therefrom. The
amount of profit shall be calculated by the Code of Ethics Review Committee and
shall be forwarded to a charitable organization. No member of the Code of
Ethics Review Committee may review his or her own transaction.
2. SOLE AUTHORITY. The Code of Ethics Review Committee has sole
authority, subject to the review set forth in Section IV.B.3. below, to
determine the remedy for any violation of the Code, including appropriate
disposition of any moneys forfeited pursuant to this provision. Failure to
promptly abide by a directive to reverse a trade or forfeit profits may result
in the imposition of additional sanctions.
3. REVIEW. Whenever the Code of Ethics Review Committee determines
that an Access Person has committed a violation of this Code that merits
significant remedial action, it will report promptly to the Boards of Directors
of SCM and/or the Distributor (as appropriate), and no less frequently than the
quarterly meeting to the Boards of Directors of the applicable Strong Funds,
information relating to the investigation of the violation, including any
sanctions imposed. The Boards of Directors of SCM, the Distributor and the
Strong Funds may modify such sanctions as they deem appropriate.
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Such Boards may have access to all information considered by the Code of Ethics
Review Committee in relation to the case. The Code of Ethics Review Committee
may determine whether to delay the imposition of any sanctions pending review
by the applicable Boards of Directors.
C. EXCEPTIONS TO THE CODE. Although exceptions to the Code will
rarely, if ever, be granted, the General Counsel of SCM may grant exceptions to
the requirements of the Code on a case-by-case basis if he finds that the
proposed conduct involves negligible opportunity for abuse. All Material
exceptions must be in writing and must be reported as soon as practicable to
the Code of Ethics Review Committee and to the Boards of Directors of the SCM
Funds at their next regularly scheduled meeting after the exception is granted.
Refer to Appendix 1 for the definition of "Material."
D. COMPLIANCE CERTIFICATION. At least annually, all Access Persons
will be required to certify on the Annual Code of Ethics Questionnaire set
forth in Appendix 6, or on a document substantially in the form of Appendix 6,
that they have complied with the Code in all respects.
E. RECORD RETENTION. SCM will, at its principal place of business,
maintain the following records in an easily accessible place, for at least six
years and will make records available to the SEC or any representative thereof
at any time:
1. CODE OF ETHICS. A copy of the Code of Ethics which is, or at any
time has been, in effect.
2. VIOLATIONS. A record of any violation of such Code of Ethics and
any action taken as a result of such violation.
3. REQUIRED REPORTS. A copy of each report made by an Access Person
pursuant to the Code of Ethics shall include records of the procedures followed
in connection with the preclearance and reporting requirements of this Code and
information relied on by the Preclearance Officer in authorizing the Securities
Transaction and in making the post-Securities Transaction determination.
4. ACCESS PERSON LIST. A list of all persons who are, or have been,
required to make reports pursuant to the Code of Ethics.
F. INQUIRIES REGARDING THE CODE. The Compliance Department will
answer any questions about this Code or any other compliance-related matters.
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Appendix 1
DEFINITIONS
"ACCESS PERSON" means (1) every director, officer, and general partner of
SCM, the Distributor, the Strong Funds and Flint Prairie; (2) every associate
of SCM, the Distributor and Flint Prairie who, in connection with his or her
regular functions, makes, participates in, or obtains information regarding the
purchase or sale of a security by an Advisory Client's account; (3) every
associate of SCM, the Distributor and Flint Prairie who is involved in making
purchase or sale recommendations for an Advisory Client's account; (4) every
associate of SCM, the Distributor and Flint Prairie who obtains information
concerning such recommendations prior to their dissemination; and (5) such
agents of SCM, the Distributor, the Funds or Flint Prairie as the Compliance
Department shall designate who may be deemed an Access Person if they were an
associate of the foregoing. Any uncertainty as to whether an individual is an
Access Person should be brought to the attention of the Compliance Department.
Such questions will be resolved in accordance with, and this definition shall
be subject to, the definition of "Access Person" found in Rule 17j-1(e)(1)
promulgated under the Investment Company Act of 1940.
"ADVISORY CLIENT" means any client (including both investment companies
and managed accounts) for which SCM serves as an investment adviser or
subadviser, renders investment advice, makes investment decisions or places
orders through its Trading Department.
"BENEFICIAL INTEREST" means the opportunity, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise, to
profit or share in any profit derived from a transaction in the subject
Securities. An Access Person is deemed to have a Beneficial Interest in
Securities owned by members of his or her Immediate Family. Common examples of
Beneficial Interest include joint accounts, spousal accounts, UTMA accounts,
partnerships, trusts and controlling interests in corporations. Any
uncertainty as to whether an Access Person has a Beneficial Interest in a
Security should be brought to the attention of the Compliance Department. Such
questions will be resolved by reference to the principles set forth in the
definition of "beneficial owner" found in Rules 16a-1(a)(2) and (5) promulgated
under the Securities Exchange Act of 1934.
"CODE" means this Code of Ethics.
"COMPLIANCE DEPARTMENT" means the designated persons listed on Appendix 2,
as such Appendix shall be amended from time to time.
"THE DISTRIBUTOR" means Strong Investments, Inc.
"ELECTRONIC TRADING ACCOUNT" means a brokerage account held by an Access
Person where Securities Transactions are placed either electronically via the
Internet or the telephone. All such Securities Transactions must be precleared
by the Compliance Department.
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"EQUIVALENT SECURITY" means any Security issued by the same entity as the
issuer of a subject Security that is convertible into the equity Security of
the issuer. Examples include options but are not limited to rights, stock
appreciation rights, warrants and convertible bonds.
"FUND" means an investment company registered under the Investment Company
Act of 1940 (or a portfolio or series thereof) for which SCM serves as an
adviser or subadviser.
"IMMEDIATE FAMILY" of an Access Person means any of the following persons
who reside in the same household as the Access Person:
child grandparent son-in-law
stepchild spouse daughter-in-law
grandchild sibling brother-in-law
parent mother-in-law sister-in-law
stepparent father-in-law
Immediate Family includes adoptive relationships and any other relationship
(whether or not recognized by law) which the General Counsel determines could
lead to the possible conflicts of interest, diversions of corporate
opportunity, or appearances of impropriety which this Code is intended to
prevent.
"INDEPENDENT FUND DIRECTOR" means an independent director of an investment
company for which SCM serves as the advisor.
"LEGAL DEPARTMENT" means the SCM Legal/Compliance Department.
"MATERIAL" for purposes of this reporting requirement, shall mean the
following:
1. NUMBER OF SHARES - Any transaction for more than 1,000 shares shall be
deemed material and subject to reporting. Whether a transaction of 1,000
shares or less is material shall be determined on a case-by-case basis; in
particular, the less liquid a security is, the lower the threshold that
should be used for the materiality determination.
2. DOLLAR VALUE OF TRANSACTION - Any transaction with a dollar value in excess
of $25,000 shall be deemed material and subject to reporting. Whether a
transaction of $25,000 or less is material shall be determined on a
case-by-case basis.
3. NUMBER OF TRANSACTIONS IN A YEAR - The General Counsel may grant no more
than two exceptions per associate per year that are not subject to
reporting. For example, if the General Counsel has granted two exceptions
to an associate, ANY exception granted thereafter shall be deemed material
and subject to reporting (irrespective of the number of shares or other
circumstances of the transaction).
4. CONSULTATION WITH INDEPENDENT COUNSEL - In any case where the General
Counsel believes there is an issue of whether a proposed exception is
material and subject to reporting, he shall consult with counsel to the
independent directors for the Strong Funds.
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"NOT HELD ORDER" means an order placed with a broker and ultimately
executed at the discretion of the broker.
"PORTFOLIO MANAGER" means a person who has or shares principal day-to-day
responsibility for managing the portfolio of an Advisory Client.
"PRECLEARANCE OFFICER" means the person designated as the Preclearance
Officer in Appendix 2 hereof.
"PROGRAM TRADE" is where a Portfolio Manager directs a trader to do trades
in either an index-type account or portion of account or, at a minimum, 25-30%
of the Securities in a non-index account. Program Trades for non-index type
accounts generally arise in any of three situations: (1) cash or other assets
are being added to an account and the Portfolio Manager instructs the trader
that new securities are to be bought in a manner that maintains the account's
existing allocations; (2) cash is being withdrawn from an account and the
Portfolio Manager instructs the trader that securities are to be sold in a
manner that maintains the account's current securities allocations; and (3) a
new account is established and the Portfolio Manager instructs the trader to
buy specific securities in the same allocation percentages as are held by other
client accounts.
"SEC" means the Securities and Exchange Commission.
"SECURITY" includes stock; notes, bonds, debentures and other evidences of
indebtedness (including loan participations and assignments); limited
partnership interests; investment contracts; all derivative instruments of the
foregoing, such as options and warrants; and other items mentioned in Section
2(a)(36) of the 1940 Act, not specifically exempted by Rule 17j-1. Items
excluded from the definition of "Security" by Rule 17j-1 are U. S. Government
Securities, bankers acceptances, bank certificates of deposit, commercial paper
and shares of open-end investment companies. In addition, security does not
include futures, commodities, currencies or options on the aforementioned, but
the purchase and sale of such instruments are nevertheless subject to the
reporting requirements of the Code.
"SECURITIES TRANSACTION" means a purchase or sale of Securities in which
an Access Person or a members of his or her Immediate Family has or acquires a
Beneficial Interest.
"SCM" means Strong Capital Management, Inc.
"STRONG FUNDS" means the investment companies comprising the Strong Family
of Mutual Funds.
"U. S. GOVERNMENT SECURITY" means any security issued or guaranteed as to
principal or interest by the United States or by a person controlled or
supervised by and acting as an instrumentality of the Government of the United
States pursuant to authority granted by the Congress of the United States or
any certificate of deposit for any of the foregoing.
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Appendix 2
CONTACT PERSONS
PRECLEARANCE OFFICER
1. Stephen J. Shenkenberg, Deputy General Counsel and Chief Compliance
Officer of SCM
DESIGNEES OF PRECLEARANCE OFFICER
1. Thomas A. Hooker
2. Linda E. Meints
3. John S. Weitzer
4. Kelly M. Zeroth
COMPLIANCE DEPARTMENT
1. Stephen J. Shenkenberg
2. Thomas A. Hooker
3. Kathleen A. Flanagan
4. Linda E. Meints
5. Kelly M. Zeroth
CODE OF ETHICS REVIEW COMMITTEE
1. Stephen J. Shenkenberg, Deputy General Counsel and Chief Compliance
Officer of SCM
2. Thomas A. Hooker, Director of Compliance
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Appendix 3
PERSONAL HOLDINGS IN SECURITIES
In accordance with Section II.A. of the Code of Ethics, please provide a list
of all Securities (other than those specifically excluded from the definition
of Security), including physical certificates held, in which each Access Person
has a Beneficial Interest, including those in accounts of the Immediate Family
of the Access Person and all Securities in non-client accounts for which the
Access Person makes investment decisions.
(1) Name of Access Person: _____________________________________
(2) If different than (1), name of the person
in whose name the account is held: _________________________________
(3) Relationship of (2) to (1): ___________________________________
(4) Broker at which Account is maintained: ________________________________
(5) Account Number: ____________________________________
(6) Contact person at Broker and phone number _____________________________
(7) For each account, attach the most recent account statement listing
Securities in that account. If the Access Person owns Beneficial Interests in
Securities that are not listed in an attached account statement, or holds the
physical certificate, list them below:
NAME OF SECURITY QUANTITY VALUE CUSTODIAN
1. ______________________________________________________________________
2. ______________________________________________________________________
3. ______________________________________________________________________
4. ______________________________________________________________________
5. ______________________________________________________________________
6. ______________________________________________________________________
(ATTACH SEPARATE SHEET IF NECESSARY.)
I certify that this form and the attached statements (if any) constitute
all of the Securities in which I have a Beneficial Interest, including those
for which I hold physical certificates, as well as those held in accounts of my
Immediate Family.
____________________________
Access Person Signature
Dated: _________________ _____________________________
Print Name
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Appendix 4
ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
AND LIMITED POWER OF ATTORNEY
I acknowledge that I have received the Code of Ethics dated October 22,
1999, and represent that:
1. In accordance with Section II.A. of the Code of Ethics, I will
fully disclose the Securities holdings in which I have, or a member of my
Immediate Family has, a Beneficial Interest.*
2. In accordance with Section II.B.1. of the Code of Ethics, I will
obtain prior authorization for all Securities Transactions in which I have, or
a member of my Immediate Family has, a Beneficial Interest except for
transactions exempt from preclearance under Section II.B. 2. of the Code of
Ethics.*
3. In accordance with Section II.G.1. of the Code of Ethics, I will
report all Securities Transactions in which I have, or a member of my Immediate
Family has, a Beneficial Interest, except for transactions exempt from
reporting under Section II.G.1. of the Code of Ethics.
4. I will comply with the Code of Ethics in all other respects.
5. I agree to disgorge and forfeit any profits on prohibited
transactions in accordance with the requirements of the Code.*
I hereby appoint Strong Capital Management, Inc. as my attorney-in-fact
for the purpose of placing orders for and on my behalf to buy, sell, tender,
exchange, convert, and otherwise effectuate transactions in any and all stocks,
bonds, options, and other securities. I agree that Strong Capital Management,
Inc. shall not be liable for the consequences of any errors made by the
executing brokers in connection with such transactions.*
____________________________
Access Person Signature
____________________________
Print Name
Dated: ____________________________
* Representations (1), (2) and (5) and the Limited Power of Attorney do
not apply to Independent Fund Directors.
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Appendix 5
Ctrl. No:_________________________ Associate ID #________________________
STRONG CAPITAL MANAGEMENT, INC.
PRECLEARANCE REQUEST FOR ACCESS PERSONS
1. Name of Access Person (and trading entity, if different): ______________
2. Name and symbol of Security: ______________
3. Maximum quantity to be purchased or sold: ______________
4. Name, account # & phone # of broker to effect transaction: ______________
5. Check if applicable: Purchase ___ Market Order ___
Sale ___ Limit Order ___ (Limit Order Price: _______)
Not Held Order ___
6. In connection with the foregoing transaction, I hereby make the
following representations and warranties:
(a) I do not possess any material nonpublic information regarding the
Security or the issuer of the Security.
(b) To my knowledge:
(1) The Securities or "equivalent" securities (I.E., securities issued by
the same issuer) [ ARE / ARE NOT ] (CIRCLE ONE) held by any investment
companies or other accounts managed by SCM;
(2) There are no outstanding purchase or sell orders for this Security (or
any equivalent security) by any investment companies or other accounts managed
by SCM; and
(3) None of the Securities (or equivalent securities) are actively being
considered for purchase or sale by any investment companies or other accounts
managed by SCM.
(c) The Securities are not being acquired in an initial public offering.
(d) The Securities are not being acquired in a private placement or, if
they are, I have reviewed Section II.D.3. of the Code and have attached hereto
a written explanation of such transaction.
(e) If I am a Portfolio Manager, none of the accounts I manage purchased
or sold these Securities (or equivalent securities) within the past seven
calendar days and I do not expect any such client accounts to purchase or sell
these Securities (or equivalent securities) within seven calendar days of my
purchase or sale.
(f) If I am purchasing these Securities, I have not directly or indirectly
(through any member of my Immediate Family, any account in which I have a
Beneficial Interest or otherwise) sold these Securities (or equivalent
securities) in the prior 60 days.
(g) If I am selling these Securities, I have not directly or indirectly
(through any member of my Immediate Family, any account in which I have a
Beneficial Interest or otherwise) purchased these Securities (or equivalent
securities) in the prior 60 days.
(h) I have read the SCM Code of Ethics within the prior 12 months and
believe that the proposed trade fully complies with the requirements of the
Code.
__________________________ ________________________________
Access Person Print Name
CERTIFICATION OF ACCESS PERSON DESIGNEE
The undersigned hereby certifies that the above Access Person (a) directly
instructed me to complete this form on his or her behalf, (b) to the best of my
knowledge, was out of the office at the time of such instruction and has not
returned, and (c) confirmed to me that the representations and warranties
contained in this form are accurate.
___________________________ ________________________________
Access Person Designee Print Name
AUTHORIZATION
Authorized By:_________________________ Date:______________ Time:___________
PLACEMENT
Trader:______________________ Date:___________ Time:__________ Qty:_____________
EXECUTION
Trader:_______________ Date:________ Time:_______ Qty:_________ Price:_________
(Original copy to Compliance Department, Yellow copy to Trading Department,
Pink copy to Access Person)
revised 7/98
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CONFIDENTIAL Appendix 6
ANNUAL CODE OF ETHICS QUESTIONNAIRE(1)
For ACCESS PERSONS of
The Strong Family of Mutual Funds,
Strong Capital Management, Inc.,
Strong Investments, Inc.
and Flint Prairie, L. L. C.
September 14, 1999
Associate: ____________________________(please print name)
I. Introduction
Access Persons(2) are required to answer the following questions FOR
THE YEAR SEPTEMBER 1, 1998, THROUGH AUGUST 31, 1999. ANSWERS OF "NO" TO ANY OF
THE QUESTIONS IN SECTIONS II AND III MUST BE EXPLAINED ON THE "ATTACHMENT" ON
PAGE 3. Upon completion, please sign and return the questionnaire by Monday,
September 20th, to Kelly Zeroth in the Compliance Department. All information
provided is kept confidential to the maximum extent possible. If you have any
questions, please contact Kelly at extension 3549.
II. Annual certification of compliance with the Code of Ethics
A. Have you OBTAINED PRECLEARANCE for all Securities(3) Transactions in which
you have, or a member of your Immediate Family has, a Beneficial Interest,
except for transactions exempt from preclearance under the Code of Ethics?
(Circle "Yes" if there have been no Securities Transactions.)
YES NO (CIRCLE ONE)
B. Have you REPORTED all Securities Transactions in which you have, or a
member of your Immediate Family has, a Beneficial Interest, except for
transactions exempt from reporting under the Code of Ethics? (Reporting
requirements include arranging for the Compliance Department to receive,
directly from your broker, duplicate transaction confirmations and duplicate
periodic statements for each brokerage account in which you have, or a member
of your Immediate Family has, a Beneficial Interest, as well as reporting
securities held in certificate form(4). Circle "Yes" if there are no reportable
transactions.)
YES NO (CIRCLE ONE)
C. Do you understand that you are PROHIBITED from owning five percent or more
of any class of security of a registered investment company, and have you so
complied?
YES NO (CIRCLE ONE)
D. Have you notified the Compliance Department if you have been arrested,
arraigned, indicted, or have plead no contest to any criminal offense, or been
named as a defendant in any Investment-Related civil
[FN]
(1) All definitions used in this questionnaire have the same meaning as those in
the Code of Ethics.
(2) Non-Access Personas and Independent Fund Directors of the Strong Funds must
complete a separate questionnaire.
(3) Security, as defined, does NOT include open-end investment companies,
including the Strong Funds.
(4) Please contact Kelly Zeroth if you are uncertain as to what confirmations
and statements you have arranged for the Compliance Department to receive.
</FN>
20
<PAGE>
proceedings, or administrative or disciplinary action? (Circle "Yes" if you
have not been arrested, arraigned, etc.)
YES NO (CIRCLE ONE)
E. Have you complied with the Code of Ethics in all other respects,
including the gift policy?
YES NO (CIRCLE ONE)
LIST ON THE ATTACHMENT ALL REPORTABLE GIFTS(5) GIVEN OR RECEIVED FOR THE YEAR
SEPTEMBER 1, 1998, THROUGH AUGUST 31, 1999, NOTING THE MONTH, "COUNTERPARTY,"
GIFT DESCRIPTION, AND ESTIMATED VALUE.
III. Have you complied in all respects with the Insider Trading Policy
dated January 1, 1999?
YES NO (CIRCLE ONE)
ANSWERS OF "NO" TO ANY OF THE QUESTIONS IN SECTIONS II AND III MUST BE
EXPLAINED ON THE "ATTACHMENT" ON PAGE 3.
IV. Disclosure of directorships statement
A. Are you, or is any member of your Immediate Family, a director of any
for-profit, privately held companies(6)? (If "Yes," please list on the
Attachment each company for which you are, or a member of your Immediate Family
is, a director.)
YES NO (CIRCLE ONE)
B. If the response to IV.A. is "Yes," do you have knowledge that any of the
companies for which you are, or a member of your Immediate Family is, a
director will go public or be acquired within the next 12 months? (If the
answer is "YES," please be prepared to discuss this matter with a member of the
Compliance Department in the near future.)
YES NO (CIRCLE ONE)
I hereby represent that, to the best of my knowledge, the foregoing responses
are true and complete. I understand that any untrue or incomplete response may
be subject to disciplinary action by the firm.
___________________________________________
Access Person Signature
___________________________________________ ___________________________________
Print Name Date
[FN]
(5) Associates are NOT required to report the following: (I) usual and
customary promotional items given to or received from vendors, (ii) items
donated to charity (through Legal), or (iii) food items consumed on the
premises. Entertainment - i.e., a meal or activity with the vendor
present - does not have to be reported.
(6) Per Section III.F. of the Code of Ethics, no Access Person, other than an
Independent Fund Director, may serve on the board of directors of a PUBLICLY
HELD company.
</FN>
21
<PAGE>
ATTACHMENT TO
ANNUAL CODE OF ETHICS QUESTIONNAIRE
PLEASE EXPLAIN ALL "NO" RESPONSES TO QUESTIONS IN SECTIONS II AND III:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
PLEASE LIST EACH COMPANY FOR WHICH YOU ARE, OR A MEMBER OR YOUR IMMEDIATE
FAMILY IS, A DIRECTOR (SECTION IV):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
____________________________________________________________
GIFTS FOR THE YEAR SEPTEMBER 1, 1998, THROUGH AUGUST 31, 1999:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
MONTH GIFT GIVER / RECEIVER GIFT DESCRIPTION ESTIMATED VALUE
- ----------------- --------------------- ----------------- -----------------
</TABLE>
1.
_______________________________________________________________________________
2.
________________________________________________________________________________
3.
________________________________________________________________________________
4.
________________________________________________________________________________
5.
________________________________________________________________________________
6.
________________________________________________________________________________
7.
________________________________________________________________________________
8.
________________________________________________________________________________
9.
________________________________________________________________________________
10.
________________________________________________________________________________
(CONTINUE ON AN ADDITIONAL SHEET IF NECESSARY.)
22
<PAGE>
Appendix 7
LIST OF BROAD-BASED INDICES
Listed below are the broad-based indices as designated by the Compliance
Department. See Section II.B.2.e. for additional information.
<TABLE>
<CAPTION>
<S> <C> <C>
DESCRIPTION OF OPTION SYMBOL EXCHANGE
- ------------------------------ ------------ ----------
Computer Technology XCI AMEX
- ------------------------------ ------------ ----------
Eurotop 100 ERT AMEX
- ------------------------------ ------------ ----------
Biotechnology Index BTK AMEX
- ------------------------------ ------------ ----------
Gold / Silver Index * AUX PHLX
- ------------------------------ ------------ ----------
Hong Kong Option Index HKO AMEX
- ------------------------------ ------------ ----------
Inter@ctive Wk. Internet Index INX CBOE
- ------------------------------ ------------ ----------
Japan Index JPN AMEX
- ------------------------------ ------------ ----------
Major Market Index * XMI AMEX
- ------------------------------ ------------ ----------
Morgan Stanley High Tech Index MSH AMEX
- ------------------------------ ------------ ----------
NASDAQ-100 NDX CBOE
- ------------------------------ ------------ ----------
Oil Service Sector Index OSX PHLX
- ------------------------------ ------------ ----------
Pacific High Tech Index XPI PSE
- ------------------------------ ------------ ----------
Russell 2000 * RUT CBOE
- ------------------------------ ------------ ----------
Semiconductor Sector SOX PHLX
- ------------------------------ ------------ ----------
S & P 100 * OEX CBOE
- ------------------------------ ------------ ----------
S & P 400 Midcap Index * MID CBOE
- ------------------------------ ------------ ----------
S & P 500 * SPX CBOE
- ------------------------------ ------------ ----------
Technology Index TXX CBOE
- ------------------------------ ------------ ----------
Value Line Index * VLE PHLX
- ------------------------------ ------------ ----------
Wilshire Small Cap Index WSX PSE
- ------------------------------ ------------ ----------
* Includes LEAPs
- ------------------------------ ------------ ----------
</TABLE>
23
<PAGE>
Appendix 8
GIFT POLICY
The gift policy of Strong Capital Management, Inc., Strong Investments, Inc.
and Flint Prairie, L. L. C. covers both GIVING GIFTS TO and ACCEPTING GIFTS
FROM clients, brokers, persons with whom we do business or others
(collectively, "vendors"). It is based on the applicable requirements of the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.
("NASD") and is included as part of the firm's Codes of Ethics.
Under our policy, associates may not give gifts to or accept gifts from
vendors with a value in excess of $100 PER PERSON PER YEAR and must report to
the firm annually if they accept certain types of gifts. The NASD defines a
"gift" to include any kind of gratuity. Since giving or receiving any gifts in
a business setting may give rise to an appearance of impropriety or may raise a
potential conflict of interest, we are relying on your professional attitude
and good judgment to ensure that our policy is observed to the fullest extent
possible. The discussion below is designed to assist you in this regard.
Questions regarding the appropriateness of any gift should be directed to
the Legal/Compliance Department.
1. GIFTS GIVEN BY ASSOCIATES
Under applicable NASD rules, an associate may not give any gift with a
value in excess of $100 per year to any person associated with a securities or
financial organization, including exchanges, broker-dealers, commodity firms,
the news media, or clients of the firm. Please note, however, that the firm
may not take a tax deduction for any gift with a value exceeding $25.
This memorandum is not intended to authorize any associate to give a gift
to a vendor -- appropriate supervisory approval must be obtained before giving
any gifts.
2. GIFTS ACCEPTED BY ASSOCIATES
On occasion, because of their position within the firm, associates may be
offered, or may receive without notice, gifts from vendors. Associates may not
accept any gift or form of entertainment from vendors (E.G., tickets to the
theater or a sporting event where the vendor does not accompany the associate)
other than gifts of NOMINAL VALUE, which the NASD defines as under $100 in
total from any vendor in any year (managers may, if they deem it appropriate
for their department, adopt a lower dollar ceiling). Any gift accepted by an
associate must be reported to the firm, subject to certain exceptions (see
heading 4 below). In addition, note that our gift policy does not apply to
normal and customary business entertainment or to personal gifts (see heading 3
below).
Associates may not accept a gift of cash or a cash equivalent (E.G., gift
certificates) in ANY amount, and under no circumstances may an associate
solicit a gift from a vendor.
Associates may wish to have gifts from vendors donated to charity,
particularly where it might be awkward or impolite for an associate to decline
a gift not permitted by our policy. In such
24
<PAGE>
case, the gift should be forwarded to Legal, who will arrange for it to be
donated to charity. Similarly, associates may wish to suggest to vendors that,
in lieu of an annual gift, the vendors make a donation to charity. In either
situation discussed in this paragraph, an associate would not need to report
the gift to the firm (see heading 4 below).
3. EXCLUSION FOR BUSINESS ENTERTAINMENT/PERSONAL GIFTS
Our gift policy does not apply to normal and customary business meals and
entertainment with vendors. For example, if an associate has a business meal
and attends a sporting event or show with a vendor, that activity would not be
subject to our gift policy, provided the vendor is present. If, on the other
hand, a vendor gives an associate tickets to a sporting event and the associate
attends the event without the vendor also being present, the tickets would be
subject to the dollar limitation and reporting requirements of our gift policy.
Under no circumstances may associates accept business entertainment that is
extraordinary or extravagant in nature.
In addition, our gift policy does not apply to usual and customary gifts
given to or received from vendors based on a personal relationship (E.G., gifts
between an associate and a vendor where the vendor is a family member or
personal friend).
4. REPORTING
The NASD requires gifts to be reported to the firm. Except as noted
below, associates must report annually all gifts given to or accepted from
vendors (Legal will distribute the appropriate reporting form to associates).
Associates are NOT required to report the following: (i) usual and
customary promotional items given to or received from vendors (E.G., hats,
pens, T-shirts, and similar items marked with a firm's logo), (ii) items
donated to charity through Legal, or (iii) food items consumed on the firm's
premises (E.G., candy, popcorn, etc.).
January 1, 1999
25
<PAGE>
Appendix 9
INSIDER TRADING POLICY AND PROCEDURES
DESIGNED TO DETECT AND PREVENT INSIDER TRADING
A. POLICY STATEMENT.
1. INTRODUCTION. Strong Capital Management, Inc., Strong Investments,
Inc., Heritage Reserve Development Corporation, Flint Prairie, L. L. C. and
such other companies which adopt these Policies and Procedures (all of the
foregoing entities are collectively referred to herein as "Strong") seek to
foster a reputation for integrity and professionalism. That reputation is a
vital business asset. The confidence and trust placed in Strong by clients is
something we should value and endeavor to protect. To further that goal, the
Policy Statement implements procedures to deter the misuse of material,
nonpublic information in securities transactions.
2. PROHIBITIONS. Accordingly, associates are prohibited from trading,
either personally or on behalf of others (including advisory clients), on
material, nonpublic information or communicating material, nonpublic
information to others in violation of the law. This conduct is frequently
referred to as "insider trading." This policy applies to every associate and
extends to activities within and outside their duties at Strong. Any questions
regarding this policy should be referred to the Compliance Department.
3. GENERAL SANCTIONS. Trading securities while in possession of
material, nonpublic information or improperly communicating that information to
others may expose you to stringent penalties. Criminal sanctions may include a
fine of up to $1,000,000 and/or ten years imprisonment. The SEC can recover
the profits gained or losses avoided through the violative trading, a penalty
of up to three times the illicit windfall and an order permanently barring you
from the securities industry. Finally, you may be sued by investors seeking to
recover damages for insider trading violations.
4. INSIDER TRADING DEFINED. The term "insider trading" is not defined
in the federal securities laws, but generally is used to refer to the use of
material, nonpublic information to trade in securities (whether or not one is
an "insider") or to communications of material, nonpublic information to
others. While the law concerning insider trading is not static, it is
currently understood that the law generally prohibits:
a. trading by an insider, while in possession of material, nonpublic
information;
b. trading by a non-insider, while in possession of material,
nonpublic information, where the information either was disclosed to the
non-insider in violation of an insider's duty to keep it confidential or was
misappropriated;
c. recommending the purchase or sale of securities on the basis of
material, nonpublic information;
d. communicating material, nonpublic information to others; or
26
<PAGE>
e. providing substantial assistance to someone who is engaged in any
of the above activities.
The elements of insider trading and the penalties for such unlawful
conduct are described below. Any associate who, after reviewing these Policies
and Procedures has any question regarding insider trading should consult with
the Compliance Department. Often, a single question can forestall disciplinary
action or complex legal problems.
5. TENDER OFFERS. Tender offers represent a particular concern in the
law of insider trading for two reasons. First, tender offer activity often
produces extraordinary gyrations in the price of the target company's
securities. Trading during this time period is more likely to attract
regulatory attention (and produces a disproportionate percentage of insider
trading cases). Second, the SEC has adopted a rule which expressly forbids
trading and "tipping" while in possession of material, nonpublic information
regarding a tender offer received from the tender offeror, the target company
or anyone acting on behalf of either. Associates should exercise particular
caution any time they become aware of nonpublic information relating to a
tender offer.
6. CONTACT THE COMPLIANCE DEPARTMENT. To protect yourself, our
clients, and Strong, you should contact the Compliance Department immediately
if you believe that you may have received material, nonpublic information.
B. PROCEDURES DESIGNED TO DETECT AND PREVENT INSIDER TRADING. The
following procedures have been established to aid Strong and all associates in
avoiding insider trading, and to aid Strong in preventing, detecting, and
imposing sanctions against insider trading. Every associate must follow these
procedures or risk serious sanctions, including dismissal, substantial personal
liability and criminal penalties. Any questions about these procedures should
be directed to the Compliance Department.
1. INITIAL QUESTIONS. Before trading in the Securities of a company
about which an associate may have potential inside information, an associate,
whether trading for himself or herself or others, should ask himself or herself
the following questions:
a. IS THE INFORMATION MATERIAL? Is this information that an investor
would consider important in making his or her investment decisions? Is this
information that would substantially affect the market price of the securities
if generally disclosed?
b. IS THE INFORMATION NONPUBLIC? To whom has this information been
provided? Has the information been effectively communicated to the market
place by being published in Reuters, THE WALL STREET JOURNAL or other
publications of general circulation?
2. MATERIAL AND NONPUBLIC INFORMATION. If, after consideration of the
above, any associate believes that the information is material and nonpublic,
or if an associate has questions as to whether the information is material and
nonpublic, he or she should take the following steps:
a. Report the matter immediately to the Compliance Department.
27
<PAGE>
b. Do not purchase or sell the Securities either on the associate's
own behalf or on the behalf of others.
c. Do not communicate the information to anyone, other than to the
Compliance Department.
d. After the Compliance Department has reviewed the issue, the
associate will be instructed to continue the prohibitions against trading and
communication, or he or she will be allowed to trade and communicate the
information.
3. CONFIDENTIALITY. Information in an associate's possession that is
identified as material and nonpublic may not be communicated to anyone, include
persons within Strong, except as otherwise provided herein. In addition, care
should be taken so that such information is secure. For example, files
containing material, nonpublic information should be sealed, access to computer
files containing material, nonpublic information should be restricted and
conversations containing such information, if appropriate at all, should be
conducted in private (for example, not by cellular telephone to avoid potential
interception).
4. ASSISTANCE OF THE COMPLIANCE DEPARTMENT. If, after consideration
of the items set forth in Section B.2., doubt remains as to whether information
is material or nonpublic, or if there is any unresolved question as to the
applicability or interpretation of the foregoing procedures, or as to the
propriety of any action, it must be discussed with the Compliance Department
before trading or communicating the information to anyone.
5. REPORTING REQUIREMENT. In accordance with Strong's Code of Ethics,
every associate must arrange for the Compliance Department to receive directly
from the broker, dealer, or bank in question, duplicate copies of each
confirmation for each Securities Transaction and periodic statement for each
brokerage account in which such associate has a beneficial interest.
C. INSIDER TRADING EXPLANATIONS.
1. WHO IS AN INSIDER? The concept of "insider" is broad. It includes
officers, directors and associates of a company. In addition, a person can be
a "temporary insider" if he or she enters into a special confidential
relationship in the conduct of a company's affairs and as a result is given
access to information solely for the company's purposes. A temporary insider
can include, among others, a company's attorneys, accountants, consultants,
bank lending officers and the associates of such organizations. In addition,
Strong may become a temporary insider. According to the United States Supreme
Court, the company must expect the outsider to keep the disclosed nonpublic
information confidential, and the relationship must at least imply such a duty
before the outsider will be considered an insider.
2. WHAT IS MATERIAL INFORMATION? Trading on inside information is not
a basis for liability unless the information is material. "Material
information" generally is defined as information for which there is a
substantial likelihood that a reasonable investor would consider it important
in making his or her investment decisions, or information that is reasonably
certain to have a substantial effect on the price of a company's securities.
It need not be important that it would have changed the investor's decision to
buy or sell. No simple "bright line" test exists to
28
<PAGE>
determine when information is material; assessments of materiality involve a
highly fact-specific inquiry. For this reason, you should direct any question
about whether information is material to the Compliance Department.
Material information often relates to a company's results and
operations including, for example, dividend changes, earnings results, changes
in previously released earnings estimates, significant merger or acquisition
proposals or agreements, major litigation, liquidation problems and
extraordinary management developments.
Material information also may relate to the market for a company's
securities. Information about a significant order to purchase or sell
securities may, in some contexts, be deemed material.
Material information does not have to relate to a company's business.
For example, in CARPENTER V. U.S., 108 U.S. 316 (1987), the United States
Supreme Court considered as material certain information about the contents of
a forthcoming newspaper column that was expected to affect the market price of
a security. In that case, a Wall Street Journal reporter was found criminally
liable for disclosing to others the dates that reports on various companies
would appear in THE WALL STREET JOURNAL and whether those reports would be
favorable or unfavorable.
3. WHAT IS NONPUBLIC INFORMATION? Information is nonpublic until it
has been effectively disseminated broadly to investors in the market place.
One must be able to point to some fact to show that the information is
generally public. For example, information found in a report filed with the
SEC, or appearing in Dow Jones, Reuters Economic Services, THE WALL STREET
JOURNAL, or other publications of general circulation would be considered
public.
4. WHAT ARE THE PENALTIES FOR INSIDER TRADING? Penalties for trading
on or communicating material, nonpublic information are severe, both for
individuals involved in such unlawful conduct and their employers. A person
can be subject to some or all of the penalties below even if he or she does not
personally benefit from the violation. Penalties include: (a) civil
injunctions; (b) treble damages; (c) disgorgement of profits; (d) jail
sentences; (e) fines for the person who committed the violation of up to three
times the profit gained or loss avoided, whether or not the person actually
benefited; and (f) fines for the employer or other controlling person of up to
the greater of $1,000,000 or three times the amount of the profit gained or
loss avoided.
In addition to the foregoing, any violation of this Policy with
Respect to Insider Trading can be expected to result in serious sanctions,
including dismissal of the person or persons involved.
January 1, 1999
29
<PAGE>
Appendix 10
ELECTRONIC TRADING AUTHORIZATION FORM
Authorization has been granted to _____________________________("Access Person")
to open an Electronic Trading Account(1) at _________________("Brokerage Firm").
As a condition of approval, the Access Person agrees to the following
requirements, relating to all Securities Transactions:
1. All Securities Transactions as defined in the Code of Ethics, except those
specifically exempt, must be precleared by the Compliance Department;
2. All Securities Transactions will be placed and executed by the close of the
SAME trading day that the authorization is granted, otherwise the
authorization will expire. This includes Limit Orders. There will be no
open "until filled" orders;
3. The Access Person will provide the Compliance Department with documentation
from the Internet Site that shows when the order was placed and executed.
4. The Access Person will arrange for the Compliance Department to receive
directly from the Electronic Trading Firm, duplicate copies of each
confirmation for each Securities Transaction and periodic statements for
each brokerage account in which the Access Person has a Beneficial Interest.
THE ACCESS PERSON MAY NOT PLACE TRADES ON HIS OR HER OWN BEHALF UNTIL THESE
ARRANGEMENTS HAVE BEEN MADE.
5. The Access Person will comply with the Code of Ethics in all other respects.
I hereby agree to the terms and conditions stated above. Any abuse of this
privilege may result in disciplinary action by the firm.
_______________________________________________ __________________________
Access Person Date
AUTHORIZATION
___________________________________________ __________________________________
Director of Compliance (or designee) Date
[FN]
(1) Electronic Trading Account includes brokerage accounts where Securities
Transactions are placed electronically via the Internet or the telephone.
</FN>
30
<PAGE>
Appendix 11
TO: ALL ACCESS PERSONS
FROM: Director of Compliance
Subject: Social Security Number/Tax ID Information
Strong's Code of Ethics requires the Compliance Department to monitor the
personal investing activity of Access Persons, including investments in mutual
funds. To assist in this, we ask that you please provide your Social Security
Number, as well as the SSN of each member of your "IMMEDIATE FAMILY". In
addition, please list all accounts in which you may have a "BENEFICIAL
INTEREST".
(Please refer to your copy of the Code of Ethics for a definition of the
underlined words.)
Please complete this form return it to the Director of Compliance at your
earliest convenience. Thank you for your cooperation.
________________________________________________________________________
(Print Name) (SSN/TIN)
________________________________________________________________________
(Print Name) (SSN/TIN)
________________________________________________________________________
(Print Name) (SSN/TIN)
________________________________________________________________________
(Print Name) (SSN/TIN)
________________________________________________________________________
(Print Name) (SSN/TIN)
________________________________________________________________________
(Print Name) (SSN/TIN)
31
<PAGE>
CODE OF ETHICS
FOR NON-ACCESS PERSONS OF
STRONG CAPITAL MANAGEMENT, INC.,
STRONG INVESTMENTS, INC.,
HERITAGE RESERVE DEVELOPMENT
CORPORATION, INC.
AND FLINT PRAIRIE, L. L. C.
[STRONG LOGO]
STRONG CAPITAL MANAGEMENT, INC.
October 22, 1999
1
<PAGE>
CODE OF ETHICS
For Non-Access Persons of
Strong Capital Management, Inc.,
Strong Investments, Inc.,
Heritage Reserve Development Corporation, Inc.
and Flint Prairie, L. L. C.
Dated October 22, 1999
TABLE OF CONTENTS
I. INTRODUCTION 1
A. Fiduciary Duty 1
1. Place the interests of clients first 1
2. Avoid taking inappropriate advantage of their position 1
3. Conduct all Personal Securities Transactions in full compliance with
this Code including reporting requirements 1
B. Appendices to the Code 1
1. Definitions 1
2. Acknowledgment of Receipt of Code of Ethics 1
3. Annual Code of Ethics Questionnaire 2
4. Gift Policy 2
5. Insider Trading Policy 2
II. TRADE REPORTING REQUIREMENTS 2
A. Reporting Requirements 2
B. Disclaimers 2
C. Availability of Reports 2
D. Record Retention 2
III. FIDUCIARY DUTIES 3
A. Confidentiality 3
B. Gifts 3
1. Accepting Gifts 3
2. Solicitation of Gifts 3
3. Giving Gifts 3
C. Payments to Advisory Clients or Shareholders 3
D. Corporate Opportunities 3
E. Service as a Director 3
F. Involvement in Criminal Matters or Investment-Related Civil Proceedings
3
1
<PAGE>
TABLE OF CONTENTS (CONTINUED)
IV. COMPLIANCE WITH THIS CODE OF ETHICS 4
A. Code of Ethics Review Committee 4
1. Membership, Voting, and Quorum 4
2. Investigating Violations of the Code 4
B. Remedies 4
1. Sanctions 4
2. Sole Authority 4
3. Review 4
C. Compliance Certification 5
D. Inquiries Regarding the Code 5
2
<PAGE>
CODE OF ETHICS
For Non-Access Persons of
Strong Capital Management, Inc.,
Strong Investments, Inc.,
Heritage Reserve Development Corporation, Inc.
and Flint Prairie, L. L. C.
Dated October 22, 1999
TABLE OF APPENDICES
Appendix 1 (Definitions) 6
Appendix 2 (Acknowledgment of Receipt of Code of Ethics) 8
Appendix 3 (Annual Code of Ethics Questionnaire) 9
Appendix 4 (Gift Policy) 13
Appendix 5 (Insider Trading Policy) 15
3
<PAGE>
CODE OF ETHICS
For Non-Access Persons of
Strong Capital Management, Inc.,
Strong Investments, Inc.,
Heritage Reserve Development Corporation, Inc.
and Flint Prairie, L. L. C.
Dated October 22, 1999
I. INTRODUCTION(1)
A. FIDUCIARY DUTY. This Code of Ethics is based upon the principle
that directors, officers and associates of Strong Capital Management, Inc.
("SCM"), Strong Investments, Inc. ("the Distributor"), Heritage Reserve
Development Corporation, Inc. ("HRDC"), Flint Prairie, L. L. C. ("Flint
Prairie") and such other affiliated entities of the foregoing that may from
time to time adopt this Code (each of which is individually referred to herein
as a "Company") have a fiduciary duty to place the interests of clients ahead
of their own. Associates must avoid activities, interests and relationships
that might interfere with making decisions in the best interests of each
Company and its clients.
As fiduciaries, associates must at all times:
1. PLACE THE INTERESTS OF CLIENTS FIRST. Associates must scrupulously
avoid serving their own personal interests ahead of the interests of the
clients of each Company. AN ASSOCIATE MAY NOT INDUCE OR CAUSE AN ADVISORY
CLIENT TO TAKE ACTION, OR NOT TO TAKE ACTION, FOR PERSONAL BENEFIT, RATHER THAN
FOR THE BENEFIT OF THE CLIENT.
2. AVOID TAKING INAPPROPRIATE ADVANTAGE OF THEIR POSITION. The receipt of
investment opportunities, perquisites or gifts from persons seeking business
with the Strong Funds, SCM, the Distributor, Flint Prairie or their clients
could call into question the exercise of an associate's independent judgment.
Associates may not, for example, use their knowledge of portfolio transactions
to profit by the market effect of such transactions.
3. CONDUCT ALL PERSONAL SECURITIES TRANSACTIONS IN FULL COMPLIANCE
WITH THIS CODE INCLUDING REPORTING REQUIREMENTS. Doubtful situations should be
resolved in favor of clients and each Company. Technical compliance with the
Code's procedures will not automatically insulate from scrutiny any trades that
may indicate an abuse of fiduciary duties.
B. APPENDICES TO THE CODE. The appendices to this Code are attached
hereto, are a part of the Code and include the following:
1. DEFINITIONS (Appendix 1),
[FN]
(1) Capitalized words are defined in Appendix 1.
</FN>
1
<PAGE>
2. ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS (Appendix 2),
3. ANNUAL CODE OF ETHICS QUESTIONNAIRE (Appendix 3),
4. GIFT POLICY (Appendix 4), and
5. INSIDER TRADING POLICY (Appendix 5).
II. TRADE REPORTING REQUIREMENTS
A. REPORTING REQUIREMENT. EVERY ASSOCIATE AND MEMBERS OF HIS OR HER
IMMEDIATE FAMILY MUST ARRANGE FOR THE COMPLIANCE DEPARTMENT TO RECEIVE DIRECTLY
FROM ANY BROKER, DEALER OR BANK THAT EFFECTS ANY SECURITIES TRANSACTION,
DUPLICATE COPIES OF EACH CONFIRMATION FOR EACH SUCH TRANSACTION AND PERIODIC
STATEMENTS FOR EACH BROKERAGE ACCOUNT IN WHICH SUCH ASSOCIATE HAS A BENEFICIAL
INTEREST. Additionally, securities held in certificate form that are not
included in the periodic statements must also be reported. To assist in
making these arrangements, the Compliance Department will send a letter to each
brokerage firm based on the information provided by the Non-Access Person in
Appendix 2.
THE FOREGOING DOES NOT APPLY TO TRANSACTIONS AND HOLDINGS IN (1) OPEN-END
INVESTMENT COMPANIES INCLUDING BUT NOT LIMITED TO THE STRONG FUNDS; (2) BANKERS
ACCEPTANCES; (3) BANK CERTIFICATES OF DEPOSIT ("CDS"); (4) COMMERCIAL PAPER;
(5) REPURCHASE AGREEMENTS WHEN BACKED BY EXEMPT SECURITIES; (6) U. S.
GOVERNMENT SECURITY, (7) THE ACQUISITION OF EQUITY SECURITIES IN DIVIDEND
REINVESTMENT PLANS ("DRIPS") WHEN THE ACQUISITION IS DIRECTLY THROUGH THE
ISSUER OR ITS NON-BROKER AGENT; OR (8) SECURITIES OF THE EMPLOYER OF A MEMBER
OF THE ASSOCIATE'S IMMEDIATE FAMILY IF SUCH SECURITIES ARE BENEFICIALLY OWNED
THROUGH PARTICIPATION BY THE IMMEDIATE FAMILY MEMBER IN A PROFIT SHARING PLAN,
401(K) PLAN, ESOP OR OTHER SIMILAR PLAN.
B. DISCLAIMERS. Any report of a Securities Transaction for the benefit of
a person other than the individual in whose account the transaction is placed
may contain a statement that the report should not be construed as an admission
by the person making the report that he or she has any direct or indirect
beneficial ownership in the Security to which the report relates.
C. AVAILABILITY OF REPORTS. All information supplied pursuant to this Code
will be available for inspection by the Boards of Directors of SCM and SFDI;
the Board of Directors of each Strong Fund; the Code of Ethics Review
Committee; the Compliance Department; the associate's department manager (or
designee); any party to which any investigation is referred by any of the
foregoing, the SEC, any self-regulatory organization of which the Strong Funds,
SCM, the Distributor or Flint Prairie is a member, and any state securities
commission; as well as any attorney or agent of the foregoing, the Strong
Funds, SCM, the Distributor or Flint Prairie.
D. RECORD RETENTION. The Company shall keep and maintain for at least six
years records of the procedures it follows in connection with the reporting
requirements of this Code.
2
<PAGE>
III. FIDUCIARY DUTIES
A. CONFIDENTIALITY. Associates are prohibited from revealing
information relating to the investment intentions, activities or portfolios of
Advisory Clients except to persons whose responsibilities require knowledge of
the information.
B. GIFTS. The following provisions on gifts apply only to associates
of SCM, the Distributor and Flint Prairie.
1. ACCEPTING GIFTS. On occasion, because of their position with the
Company and its affiliates, associates thereof may be offered, or may receive
without notice, gifts from clients, brokers, vendors or other persons not
affiliated with the Company. Acceptance of extraordinary or extravagant gifts
is not permissible. Any such gifts must be declined or returned in order to
protect the reputation and integrity the Company. Gifts of a nominal value
(i.e., gifts whose reasonable value is no more than $100 a year), customary
business meals, entertainment (E.G., sporting events) and promotional items
(E.G., pens, mugs, T-shirts) may be accepted. Please see the Gift Policy
(Appendix 4) for additional information.
If an associate receives any gift that might be prohibited under this
Code, the associate must inform the Compliance Department.
2. SOLICITATION OF GIFTS. Associates may not solicit gifts or
gratuities.
3. GIVING GIFTS. Associates may not give any gift with a value in
excess of $100 per year to persons associated with securities or financial
organizations, including exchanges, other member organizations, commodity
firms, news media or clients of the Company. Please see the Gift Policy
(Appendix 4) for additional information.
C. PAYMENTS TO ADVISORY CLIENTS OR SHAREHOLDER. Associates may not
make any payments to Advisory Clients or Shareholders in order to resolve any
type of Advisory Client or Shareholder complaint. All such matters must be
handled by the Legal Department.
D. CORPORATE OPPORTUNITIES. Associates may not take personal advantage
of any opportunity properly belonging to any client or Company.
E. SERVICE AS A DIRECTOR. No associate may serve on the board of directors
of a publicly-held company not affiliated with the Company or the Strong Funds
absent prior written authorization by the Code of Ethics Review Committee.
This authorization will rarely, if ever, be granted and, if granted, will
normally require that the affected associate be isolated through "Chinese Wall"
or other procedures from those making investment decisions related to the
issuer on whose board the associate sits.
F. INVOLVEMENT IN CRIMINAL MATTERS OR INVESTMENT-RELATED CIVIL
PROCEEDINGS. Each Non-Access Person must notify the Compliance Department, as
soon as reasonably practical, if arrested, arraigned, indicted or pleads no
contest to any criminal offense (other than minor traffic violations), or if
named as a defendant in any Investment-Related civil proceedings or any
administrative or disciplinary action.
3
<PAGE>
IV. COMPLIANCE WITH THIS CODE OF ETHICS
A. CODE OF ETHICS REVIEW COMMITTEE.
1. MEMBERSHIP, VOTING, AND QUORUM. The Code of Ethics Review
Committee shall consist of Senior Officers of SCM. The Committee shall vote by
majority vote with two members serving as a quorum. Vacancies may be filled,
and in the case of extended absences or periods of unavailability, alternates
may be selected by the majority vote of the remaining members of the Committee.
However, in the event that the General Counsel or Deputy General Counsel is
unavailable, at least one member of the Committee shall also be a member of the
Compliance Department.
2. INVESTIGATING VIOLATIONS OF THE CODE. The General Counsel, or his
or her designee, is responsible for investigating any suspected violation of
the Code and shall report the results of each investigation to the Code of
Ethics Review Committee. The Code of Ethics Review Committee is responsible
for reviewing the results of any investigation of any reported or suspected
violation of the Code. Any material violation of the Code by an associate of
SCM, the Distributor or Flint Prairie for which significant remedial action was
taken will be reported to the Boards of Directors of the Strong Funds at the
next regularly scheduled quarterly Board meeting.
B. REMEDIES.
1. SANCTIONS. If the Code of Ethics Review Committee determines that
an associate has committed a violation of the Code, the Committee may impose
sanctions and take other actions as it deems appropriate, including a letter of
caution or warning, suspension of personal trading rights, suspension of
employment (with or without compensation), fine, civil referral to the SEC,
criminal referral and termination of employment for cause. The Code of Ethics
Review Committee may also require the associate to reverse the trade(s) in
question and forfeit any profit or absorb any loss derived therefrom. The
amount of profit shall be calculated by the Code of Ethics Review Committee and
shall be forwarded to a charitable organization.
2. SOLE AUTHORITY. The Code of Ethics Review Committee has sole
authority, subject to the review set forth in Section IV.B.3. below, to
determine the remedy for any violation of the Code, including appropriate
disposition of any moneys forfeited pursuant to this provision. Failure to
promptly abide by a directive to reverse a trade or forfeit profits may result
in the imposition of additional sanctions.
3. REVIEW. Whenever the Code of Ethics Review Committee determines
that an associate has committed a violation of this Code that merits
significant remedial action, it will report promptly to the Boards of Directors
of SCM and/or the Distributor (as appropriate), and no less frequently than the
quarterly meeting to the Boards of Directors of the applicable Strong Funds,
information relating to the investigation of the violation, including any
sanctions imposed. The Boards of Directors of SCM, the Distributor and the
Strong Funds may modify such sanctions as they deem appropriate. Such Boards
may have access to all information considered by the Code of Ethics Review
4
<PAGE>
Committee in relation to the case. The Code of Ethics Review Committee may
determine whether to delay the imposition of any sanctions pending review by
the applicable Boards of Directors.
C. COMPLIANCE CERTIFICATION. At least annually, all associates will
be required to certify on the Annual Code of Ethics Questionnaire set forth in
Appendix 3, or on a document substantially in the form of Appendix 3, that they
have complied with the Code in all respects.
D. INQUIRIES REGARDING THE CODE. The Compliance Department will
answer any questions about this Code or any other compliance-related matters.
5
<PAGE>
Appendix 1
DEFINITIONS
"ADVISORY CLIENT" means any client (including both investment companies
and managed accounts) for which SCM serves as an investment adviser or
subadviser, renders investment advice, makes investment decisions or places
orders through its Trading Department.
"BENEFICIAL INTEREST" means the opportunity, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise, to
profit, or share in any profit derived from, a transaction in the subject
Securities. An associate is deemed to have a Beneficial Interest in Securities
owned by members of his or her Immediate Family. Common examples of Beneficial
Interest include joint accounts, spousal accounts, UTMA accounts, partnerships,
trusts and controlling interests in corporations. Any uncertainty as to
whether an associate has a Beneficial Interest in a Security should be brought
to the attention of the Compliance Department. Such questions will be resolved
by reference to the principles set forth in the definition of "beneficial
owner" found in Rules 16a-1(a)(2) and (5) promulgated under the Securities
Exchange Act of 1934.
"COMPANY" means "SCM", "the Distributor", "HRDC", "Flint Prairie" and such
other affiliated entities of the foregoing that may from time to time adopt
this Code.
"CODE" means this Code of Ethics.
"COMPLIANCE DEPARTMENT" means the designated persons in the Strong
Legal/Compliance Department.
"DISTRIBUTOR" means Strong Investments, Inc.
"HRDC" means Heritage Reserve Development Corporation, Inc.
"IMMEDIATE FAMILY" of an associate means any of the following persons who
reside in the same household as the associate:
child grandparent son-in-law
stepchild spouse daughter-in-law
grandchild sibling brother-in-law
parent mother-in-law sister-in-law
stepparent father-in-law
Immediate Family includes adoptive relationships and any other relationship
(whether or not recognized by law) which the General Counsel determines could
lead to the possible conflicts of interest, diversions of corporate
opportunity, or appearances of impropriety which this Code is intended to
prevent.
"LEGAL DEPARTMENT" means the SCM Legal/Compliance Department.
"SEC" means the Securities and Exchange Commission.
6
<PAGE>
"SECURITY" includes stock; notes, bonds, debentures and other evidences of
indebtedness (including loan participations and assignments); limited
partnership interests; investment contracts; all derivative instruments of the
foregoing, such as options and warrants; and other items mentioned in Section
2(a)(36) of the 1940 Act, not specifically exempted by Rule 17j-1. Items
excluded from the definition of "Security" by Rule 17j-1 are U. S. Government
Securities, bankers acceptances, bank certificates of deposit, commercial paper
and shares of open-end investment companies. In addition, security does not
include futures, commodities, currencies or options on the aforementioned, but
the purchase and sale of such instruments are nevertheless subject to the
reporting requirements of the Code.
"SECURITIES TRANSACTION" means a purchase or sale of Securities in which
an associate or a members of his or her Immediate Family has or acquires a
Beneficial Interest.
"SCM" means Strong Capital Management, Inc.
"STRONG FUNDS" means the investment companies comprising the Strong Family
of Mutual Funds.
"U. S. GOVERNMENT SECURITY" means any security issued or guaranteed as to
principal or interest by the United States or by a person controlled or
supervised by and acting as an instrumentality of the Government of the United
States pursuant to authority granted by the Congress of the United States or
any certificate of deposit for any of the foregoing.
7
<PAGE>
Appendix 2
ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
I acknowledge that I have received the Code of Ethics dated January 1,
1999, and represent that:
1. In accordance with Section II.A. of the Code of Ethics, I will
report all Securities Transactions in which I have, or a member of my Immediate
Family has, a Beneficial Interest, EXCEPT FOR transactions and holdings in (1)
open-end investment companies including but not limited to the Strong Funds;
(2) bankers acceptances; (3) bank certificates of deposit ("CDs"); (4)
commercial paper; (5) repurchase agreements when backed by exempt securities;
(6) U. S. Government Securities; (7) the acquisition of equity securities in
dividend reinvestment plans ("DRIPs") when the acquisition is directly through
the issuer or its non-broker agent; or (8) securities of the employer of a
member of the associate's Immediate Family if such securities are beneficially
owned through participation by the Immediate Family member in a Profit Sharing
plan, 401(k) plan, ESOP, or other similar plan.
2. I have circled the letter next to the statement(s) that apply to me:
a. I have a Beneficial Interest in Securities that are held in a brokerage
account(s) in my name and/or another name.
b. A member of my Immediate Family has a Beneficial Interest in Securities
that are held in a brokerage account(s).
c. I hold, or a member of my Immediate Family holds, securities in
certificate form.
d. I do not currently have a brokerage account, however, I will notify the
Legal Department prior to opening one.
If items (a) and/or (b) are circled, please provide the following information:
i. Name and Address of Brokerage Firm / Account Name / Account Number:
____________________________________________________
____________________________________________________
____________________________________________________
ii. Please note - The Compliance Department will arrange for duplicate
statements and confirmations for each account to be sent to Strong Capital
Management.
If item (c) is circled, please provide the following information:
i. Company Name / Quantity of Shares Held / Certificate Owner:
____________________________________________________
3. I will comply with the Code of Ethics in all other respects.
______________________________ ______________________________
Associate Signature Date
____________________________
Print Name
CONFIDENTIAL Appendix 3
8
<PAGE>
ANNUAL CODE OF ETHICS QUESTIONNAIRE(1)
For NON-ACCESS PERSONS of
The Strong Family of Mutual Funds,
Strong Capital Management, Inc.,
Strong Investments, Inc.
and Flint Prairie, L. L. C.
September 14, 1999
Associate: ____________________________ (please print name)
I. Introduction
Non-Access Persons(2) are required to answer the following questions
FOR THE YEAR SEPTEMBER 1, 1998, THROUGH AUGUST 31, 1999. ANSWERS OF "NO" TO
ANY OF THE QUESTIONS IN SECTIONS II AND III MUST BE EXPLAINED ON THE
"ATTACHMENT" ON PAGE 3. Upon completion, please sign and return the
questionnaire by Monday, September 20th, Kelly Zeroth in the Compliance
Department. All information provided is kept confidential to the maximum
extent possible. If you have any questions, please contact Kelly at extension
3549.
II. Annual certification of compliance with the Code of Ethics
A. Have you REPORTED all Securities Transactions in which you have, or a
member of your Immediate Family has, a Beneficial Interest, except for
transactions exempt from reporting under the Code of Ethics? (Reporting
requirements include arranging for the Compliance Department to receive,
directly from your broker, duplicate transaction confirmations and duplicate
periodic statements for each brokerage account in which you have, or a member
of your Immediate Family has, a Beneficial Interest(3), as well as reporting
securities held in certificate form. Circle "Yes", if there are no reportable
transactions.)
YES NO (CIRCLE ONE)
B. Have you notified the Compliance Department if you have been arrested,
arraigned, indicted, or have plead no contest to any criminal offense, or been
named as a defendant in any Investment-Related civil proceedings, or
administrative or disciplinary action? (Circle "Yes" if you have not been
arrested, arraigned, etc.)
YES NO (CIRCLE ONE)
C. Have you complied with the Code of Ethics in all other respects,
including the gift policy?
YES NO (CIRCLE ONE)
LIST ON THE ATTACHMENT ALL REPORTABLE GIFTS(4) GIVEN OR RECEIVED FOR THE YEAR
SEPTEMBER 1, 1998, THROUGH AUGUST 31, 1999, NOTING THE MONTH, "COUNTERPARTY,"
GIFT DESCRIPTION AND VALUE.
III. Annual certification of compliance with Insider Trading Policy
[FN]
(1) All definitions used in this questionnaire have the same meaning as those in
the Code of Ethics.
(2) Access Persons and Independent Fund Directors of the Strong Funds must
complete a separate questionnaire.
(3) Please contact Kelly Zeroth (x3549) if you are uncertain as to what
confirmations and statements you have arranged for the Compliance Department to
receive.
(4) Associates are NOT required to report the following: (i) usual and customary
promotional items given to or received from vendors, (ii) items donated to
charity (through Legal), or (iii) food items consumed on the premises.
Entertainment - i.e., a meal or activity with the vendor present - does not
have to be reported.
</FN>
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<PAGE>
A. Have you complied in all respects with the Insider Trading Policy dated
January 1, 1999?
YES NO (CIRCLE ONE)
ANSWERS OF "NO" TO ANY OF THE QUESTIONS IN SECTIONS II AND III MUST BE
EXPLAINED ON THE "ATTACHMENT" ON PAGE 3.
IV. Disclosure of directorships statement
A. Are you, or is any member of your Immediate Family, a director of any
for-profit, privately held companies(5)? (If "Yes," please list on the
Attachment each company for which you are, or a member of your Immediate Family
is, a director.)
YES NO (CIRCLE ONE)
B. If the response to IV.A. is "Yes," do you have knowledge that any of the
companies for which you are, or a member of your Immediate Family is, a
director will go public or be acquired within the next 12 months? (If the
answer is "YES," please be prepared to discuss this matter with a member of the
Compliance Department in the near future.)
YES NO (CIRCLE ONE)
I hereby represent that, to the best of my knowledge, the foregoing responses
are true and complete. I understand that any untrue or incomplete response may
be subject to disciplinary action by the firm.
_____________________________________________
Non-Access Person Signature
_____________________________________ __________________________________
Print Name Date
[FN]
(5) Per Section III.F. of the Code of Ethics, no associate, other than an
Independent Fund Director, may serve on the board of directors of a PUBLICLY
HELD company.
</FN>
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<PAGE>
ATTACHMENT TO
ANNUAL CODE OF ETHICS QUESTIONNAIRE
PLEASE EXPLAIN ALL "NO" RESPONSES TO QUESTIONS IN SECTIONS II AND III:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
____________________________________________
PLEASE LIST EACH COMPANY FOR WHICH YOU ARE, OR A MEMBER OF YOUR IMMEDIATE
FAMILY IS, A DIRECTOR (SECTION IV):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_________________________________
GIFTS FOR THE YEAR SEPTEMBER 1, 1998, THROUGH AUGUST 31, 1999:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
MONTH GIFT GIVER / RECEIVER GIFT DESCRIPTION ESTIMATED VALUE
- ----------------- --------------------- ----------------- -----------------
</TABLE>
1.
________________________________________________________________________________
2.
________________________________________________________________________________
3.
________________________________________________________________________________
4.
________________________________________________________________________________
5.
________________________________________________________________________________
6.
________________________________________________________________________________
7.
________________________________________________________________________________
8.
________________________________________________________________________________
9.
________________________________________________________________________________
10.
________________________________________________________________________________
(CONTINUE ON AN ADDITIONAL SHEET IF NECESSARY.)
11
<PAGE>
Appendix 4
GIFT POLICY
The gift policy of Strong Capital Management, Inc., Strong Investments, Inc.
and Flint Prairie, L. L. C., which covers both GIVING GIFTS TO and ACCEPTING
GIFTS FROM clients, brokers, persons with whom we do business, or others
(collectively, "vendors"). It is based on the applicable requirements of the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.
("NASD") and is included as part of the firm's Codes of Ethics.
Under our policy, associates may not give gifts to or accept gifts from
vendors with a value in excess of $100 PER PERSON PER YEAR and must report to
the firm annually if they accept certain types of gifts. The NASD defines a
"gift" to include any kind of gratuity. Since giving or receiving any gifts in
a business setting may give rise to an appearance of impropriety or may raise a
potential conflict of interest, we are relying on your professional attitude
and good judgment to ensure that our policy is observed to the fullest extent
possible. The discussion below is designed to assist you in this regard.
Questions regarding the appropriateness of any gift should be directed to
the Legal/Compliance Department.
1. GIFTS GIVEN BY ASSOCIATES
Under applicable NASD rules, an associate may not give any gift with a
value in excess of $100 per year to any person associated with a securities or
financial organization, including exchanges, broker-dealers, commodity firms,
the news media, or clients of the firm. Please note, however, that the firm
may not take a tax deduction for any gift with a value exceeding $25.
This memorandum is not intended to authorize any associate to give a gift
to a vendor -- appropriate supervisory approval must be obtained before giving
any gifts.
2. GIFTS ACCEPTED BY ASSOCIATES
On occasion, because of their position within the firm, associates may be
offered, or may receive without notice, gifts from vendors. Associates may not
accept any gift or form of entertainment from vendors (E.G., tickets to the
theater or a sporting event where the vendor does not accompany the associate)
other than gifts of NOMINAL VALUE, which the NASD defines as under $100 in
total from any vendor in any year (managers may, if they deem it appropriate
for their department, adopt a lower dollar ceiling). Any gift accepted by an
associate must be reported to the firm, subject to certain exceptions (see
heading 4 below). In addition, note that our gift policy does not apply to
normal and customary business entertainment or to personal gifts (see heading 3
below).
Associates may not accept a gift of cash or a cash equivalent (E.G., gift
certificates) in ANY amount, and under no circumstances may an associate
solicit a gift from a vendor.
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<PAGE>
Associates may wish to have gifts from vendors donated to charity,
particularly where it might be awkward or impolite for an associate to decline
a gift not permitted by our policy. In such case, the gift should be forwarded
to Legal, who will arrange for it to be donated to charity. Similarly,
associates may wish to suggest to vendors that, in lieu of an annual gift, the
vendors make a donation to charity. In either situation discussed in this
paragraph, an associate would not need to report the gift to the firm (see
heading 4 below).
3. EXCLUSION FOR BUSINESS ENTERTAINMENT/PERSONAL GIFTS
Our gift policy does not apply to normal and customary business meals and
entertainment with vendors. For example, if an associate has a business meal
and attends a sporting event or show with a vendor, that activity would not be
subject to our gift policy, provided the vendor is present. If, on the other
hand, a vendor gives an associate tickets to a sporting event and the associate
attends the event without the vendor also being present, the tickets would be
subject to the dollar limitation and reporting requirements of our gift policy.
Under no circumstances may associates accept business entertainment that is
extraordinary or extravagant in nature.
In addition, our gift policy does not apply to usual and customary gifts
given to or received from vendors based on a personal relationship (E.G., gifts
between an associate and a vendor where the vendor is a family member or
personal friend).
4. REPORTING
The NASD requires gifts to be reported to the firm. Except as noted
below, associates must report annually all gifts given to or accepted from
vendors (Legal will distribute the appropriate reporting form to associates).
Associates are NOT required to report the following: (i) usual and
customary promotional items given to or received from vendors (E.G., hats,
pens, T-shirts, and similar items marked with a firm's logo), (ii) items
donated to charity through Legal, or (iii) food items consumed on the firm's
premises (E.G., candy, popcorn, etc.).
January 1, 1999
13
<PAGE>
Appendix 5
INSIDER TRADING POLICY AND PROCEDURES
DESIGNED TO DETECT AND PREVENT INSIDER TRADING
A. POLICY STATEMENT.
1. INTRODUCTION. Strong Capital Management, Inc., Strong Investments,
Inc., Heritage Reserve Development Corporation, Flint Prairie, L. L. C. and
such other companies which adopt these Policies and Procedures (all of the
foregoing entities are collectively referred to herein as "Strong") seek to
foster a reputation for integrity and professionalism. That reputation is a
vital business asset. The confidence and trust placed in Strong by clients is
something we should value and endeavor to protect. To further that goal, the
Policy Statement implements procedures to deter the misuse of material,
nonpublic information in securities transactions.
2. PROHIBITIONS. Accordingly, associates are prohibited from trading,
either personally or on behalf of others (including advisory clients), on
material, nonpublic information or communicating material, nonpublic
information to others in violation of the law. This conduct is frequently
referred to as "insider trading." This policy applies to every associate and
extends to activities within and outside their duties at Strong. Any questions
regarding this policy should be referred to the Compliance Department.
3. GENERAL SANCTIONS. Trading securities while in possession of
material, nonpublic information or improperly communicating that information to
others may expose you to stringent penalties. Criminal sanctions may include a
fine of up to $1,000,000 and/or ten years imprisonment. The SEC can recover
the profits gained or losses avoided through the violative trading, a penalty
of up to three times the illicit windfall and an order permanently barring you
from the securities industry. Finally, you may be sued by investors seeking to
recover damages for insider trading violations.
4. INSIDER TRADING DEFINED. The term "insider trading" is not defined
in the federal securities laws, but generally is used to refer to the use of
material, nonpublic information to trade in securities (whether or not one is
an "insider") or to communications of material, nonpublic information to
others. While the law concerning insider trading is not static, it is
currently understood that the law generally prohibits:
a. trading by an insider, while in possession of material, nonpublic
information;
b. trading by a non-insider, while in possession of material,
nonpublic information, where the information either was disclosed to the
non-insider in violation of an insider's duty to keep it confidential or was
misappropriated;
c. recommending the purchase or sale of securities on the basis of
material, nonpublic information;
d. communicating material, nonpublic information to others; or
14
<PAGE>
e. providing substantial assistance to someone who is engaged in any
of the above activities.
The elements of insider trading and the penalties for such unlawful
conduct are described below. Any associate who, after reviewing these Policies
and Procedures has any question regarding insider trading should consult with
the Compliance Department. Often, a single question can forestall disciplinary
action or complex legal problems.
5. TENDER OFFERS. Tender offers represent a particular concern in the
law of insider trading for two reasons. First, tender offer activity often
produces extraordinary gyrations in the price of the target company's
securities. Trading during this time period is more likely to attract
regulatory attention (and produces a disproportionate percentage of insider
trading cases). Second, the SEC has adopted a rule which expressly forbids
trading and "tipping" while in possession of material, nonpublic information
regarding a tender offer received from the tender offeror, the target company
or anyone acting on behalf of either. Associates should exercise particular
caution any time they become aware of nonpublic information relating to a
tender offer.
6. CONTACT THE COMPLIANCE DEPARTMENT. To protect yourself, our
clients, and Strong, you should contact the Compliance Department immediately
if you believe that you may have received material, nonpublic information.
B. PROCEDURES DESIGNED TO DETECT AND PREVENT INSIDER TRADING. The
following procedures have been established to aid Strong and all associates in
avoiding insider trading, and to aid Strong in preventing, detecting, and
imposing sanctions against insider trading. Every associate must follow these
procedures or risk serious sanctions, including dismissal, substantial personal
liability and criminal penalties. Any questions about these procedures should
be directed to the Compliance Department.
1. INITIAL QUESTIONS. Before trading in the Securities of a company
about which an associate may have potential inside information, an associate,
whether trading for himself or herself or others, should ask himself or herself
the following questions:
a. IS THE INFORMATION MATERIAL? Is this information that an investor
would consider important in making his or her investment decisions? Is this
information that would substantially affect the market price of the securities
if generally disclosed?
b. IS THE INFORMATION NONPUBLIC? To whom has this information been
provided? Has the information been effectively communicated to the market
place by being published in Reuters, THE WALL STREET JOURNAL or other
publications of general circulation?
2. MATERIAL AND NONPUBLIC INFORMATION. If, after consideration of the
above, any associate believes that the information is material and nonpublic,
or if an associate has questions as to whether the information is material and
nonpublic, he or she should take the following steps:
a. Report the matter immediately to the Compliance Department.
15
<PAGE>
b. Do not purchase or sell the Securities either on the associate's
own behalf or on the behalf of others.
c. Do not communicate the information to anyone, other than to the
Compliance Department.
d. After the Compliance Department has reviewed the issue, the
associate will be instructed to continue the prohibitions against trading and
communication, or he or she will be allowed to trade and communicate the
information.
3. CONFIDENTIALITY. Information in an associate's possession that is
identified as material and nonpublic may not be communicated to anyone, include
persons within Strong, except as otherwise provided herein. In addition, care
should be taken so that such information is secure. For example, files
containing material, nonpublic information should be sealed, access to computer
files containing material, nonpublic information should be restricted and
conversations containing such information, if appropriate at all, should be
conducted in private (for example, not by cellular telephone to avoid potential
interception).
4. ASSISTANCE OF THE COMPLIANCE DEPARTMENT. If, after consideration
of the items set forth in Section B.2., doubt remains as to whether information
is material or nonpublic, or if there is any unresolved question as to the
applicability or interpretation of the foregoing procedures, or as to the
propriety of any action, it must be discussed with the Compliance Department
before trading or communicating the information to anyone.
5. REPORTING REQUIREMENT. In accordance with Strong's Code of Ethics,
every associate must arrange for the Compliance Department to receive directly
from the broker, dealer, or bank in question, duplicate copies of each
confirmation for each Securities Transaction and periodic statement for each
brokerage account in which such associate has a beneficial interest.
C. INSIDER TRADING EXPLANATIONS.
1. WHO IS AN INSIDER? The concept of "insider" is broad. It includes
officers, directors and associates of a company. In addition, a person can be
a "temporary insider" if he or she enters into a special confidential
relationship in the conduct of a company's affairs and as a result is given
access to information solely for the company's purposes. A temporary insider
can include, among others, a company's attorneys, accountants, consultants,
bank lending officers and the associates of such organizations. In addition,
Strong may become a temporary insider. According to the United States Supreme
Court, the company must expect the outsider to keep the disclosed nonpublic
information confidential, and the relationship must at least imply such a duty
before the outsider will be considered an insider.
2. WHAT IS MATERIAL INFORMATION? Trading on inside information is not
a basis for liability unless the information is material. "Material
information" generally is defined as information for which there is a
substantial likelihood that a reasonable investor would consider it important
in making his or her investment decisions, or information that is reasonably
certain to have a substantial effect on the price of a company's securities.
It need not be important that it would have changed the investor's decision to
buy or sell. No simple "bright line" test exists to
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determine when information is material; assessments of materiality involve a
highly fact-specific inquiry. For this reason, you should direct any question
about whether information is material to the Compliance Department.
Material information often relates to a company's results and
operations including, for example, dividend changes, earnings results, changes
in previously released earnings estimates, significant merger or acquisition
proposals or agreements, major litigation, liquidation problems and
extraordinary management developments.
Material information also may relate to the market for a company's
securities. Information about a significant order to purchase or sell
securities may, in some contexts, be deemed material.
Material information does not have to relate to a company's business.
For example, in CARPENTER V. U.S., 108 U.S. 316 (1987), the United States
Supreme Court considered as material certain information about the contents of
a forthcoming newspaper column that was expected to affect the market price of
a security. In that case, a Wall Street Journal reporter was found criminally
liable for disclosing to others the dates that reports on various companies
would appear in THE WALL STREET JOURNAL and whether those reports would be
favorable or unfavorable.
3. WHAT IS NONPUBLIC INFORMATION? Information is nonpublic until it
has been effectively disseminated broadly to investors in the market place.
One must be able to point to some fact to show that the information is
generally public. For example, information found in a report filed with the
SEC, or appearing in Dow Jones, Reuters Economic Services, THE WALL STREET
JOURNAL, or other publications of general circulation would be considered
public.
4. WHAT ARE THE PENALTIES FOR INSIDER TRADING? Penalties for trading
on or communicating material, nonpublic information are severe, both for
individuals involved in such unlawful conduct and their employers. A person
can be subject to some or all of the penalties below even if he or she does not
personally benefit from the violation. Penalties include: (a) civil
injunctions; (b) treble damages; (c) disgorgement of profits; (d) jail
sentences; (e) fines for the person who committed the violation of up to three
times the profit gained or loss avoided, whether or not the person actually
benefited; and (f) fines for the employer or other controlling person of up to
the greater of $1,000,000 or three times the amount of the profit gained or
loss avoided.
In addition to the foregoing, any violation of this Policy with
Respect to Insider Trading can be expected to result in serious sanctions,
including dismissal of the person or persons involved.
January 1, 1999
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STRONG LIFE STAGE SERIES, INC.
POWER OF ATTORNEY
Each person whose signature appears below, constitutes and appoints
Stephen J. Shenkenberg and John S. Weitzer, and each of them, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement on Form N-1A, and any and all
amendments thereto, and to file the same, with all exhibits, and any other
documents in connection therewith, with the Securities and Exchange Commission
and any other regulatory body granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes, as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
<S> <C> <C>
NAME
TITLE DATE
- -------------------------- ------------------------------------------ ---------------
/s/ Stephen J. Shenkenberg Vice President April 26, 2000
Stephen J. Shenkenberg
Chairman of the Board (Principal Executive
/s/ Richard S. Strong Officer) and a Director April 26, 2000
- --------------------------
Richard S. Strong
Treasurer (Principal Financial and
/s/ John W. Widmer Accounting Officer) April 26, 2000
John W. Widmer
/s/ Marvin E. Nevins Director April 26, 2000
- --------------------------
Marvin E. Nevins
/s/ Willie D. Davis Director April 26, 2000
- --------------------------
Willie D. Davis
/s/ William F. Vogt Director April 26, 2000
- --------------------------
William F. Vogt
/s/ Stanley Kritzik Director April 26, 2000
- --------------------------
Stanley Kritzik
/s/ Neal Malicky Director April 26, 2000
- --------------------------
Neal Malicky
</TABLE>
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GODFREY & KAHN, S.C.
ATTORNEYS AT LAW
780 North Water Street
Milwaukee, Wisconsin 53202
Phone (414) 273-3500 Fax (414) 273-5198
April 26, 2000
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: STRONG LIFE STAGE SERIES, INC.
Gentlemen:
We represent Strong Life Stage Series, Inc. (the "Company"), in connection
with its filing of Post-Effective Amendment No. 3 (the "Post-Effective
Amendment") to the Company's Registration Statement (Registration Nos.
33-66647; 811-9091) on Form N-1A under the Securities Act of 1933 (the
"Securities Act") and the Investment Company Act of 1940. The Post-Effective
Amendment is being filed pursuant to Rule 485(b) under the Securities Act.
We have reviewed the Post-Effective Amendment and, in accordance with Rule
485(b)(4) under the Securities Act, hereby represent that the Post-Effective
Amendment does not contain disclosures which would render it ineligible to
become effective pursuant to Rule 485(b).
We consent to the use of this letter in the Post-Effective Amendment.
Very truly yours,
GODFREY & KAHN, S.C.
/s/ Renee M. Hardt
Renee M. Hardt
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