As filed with the Securities and Exchange Commission on or about February 27,
1998
Securities Act Registration No. 2-73967
Investment Company Act Registration No. 811-3254
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. 22 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 23 [X]
(Check appropriate box or boxes)
STRONG TOTAL RETURN FUND, 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
Thomas P. Lemke
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 March 1, 1998 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.
1
<PAGE>
STRONG TOTAL RETURN FUND, INC.
CROSS REFERENCE SHEET
(Pursuant to Rule 481 showing the location in the Prospectus and the
Statement of Additional Information of the responses to the Items of Parts A
and B of Form N-1A.)
<TABLE>
<CAPTION>
<S> <C>
Caption or Subheading in Prospectus or
ITEM NO. ON FORM N-1A
STATEMENT OF ADDITIONAL INFORMATION
- -----------------------------------------------------------
PART A - Information Required in Prospectus
1. Cover Page Cover Page
2. Synopsis Expenses; Highlights
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Strong Conservative Equity Funds; Investment
Objectives and Policies; Implementation of Policies
and Risks; About the Funds - Organization
5. Management of the Fund About the Funds - Management
5A. Management's Discussion of Fund Performance *
6. Capital Stock and Other Securities About the Funds - Organization, - Distributions and
Taxes; Shareholders Manual - Shareholder Services
7. Purchase of Securities Being Offered Shareholder Manual - How to Buy Shares, -
Determining Your Share Price, - Shareholder
Services
8. Redemption or Repurchase Shareholder Manual - How to Sell Shares, -
Determining Your Share Price, - Shareholder
Services
9. Pending Legal Proceedings Inapplicable
PART B - Information Required in Statement of Additional
Information
10. Cover Page Cover page
11. Table of Contents Table of Contents
12. General Information and History **
13. Investment Objectives and Policies Investment Restrictions; Investment Policies and
Techniques
14. Management of the Fund Directors and Officers
15. Control Persons and Principal Holders of Securities Principal Shareholders; Directors and Officers;
Investment Advisor; Distributor
16. Investment Advisory and Other Services Investment Advisor; Distributor; About the Funds -
Management (in Prospectus); Custodian; Transfer
Agent and Dividend Disbursing Agent; Independent
Accountants; Legal Counsel
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Caption or Subheading in Prospectus or
ITEM NO. ON FORM N-1A
STATEMENT OF ADDITIONAL INFORMATION
- ------------------------------------------------------------
17. Brokerage Allocation and Other Practices Portfolio Transactions and Brokerage
18. Capital Stock and Other Securities Included in Prospectus under the heading About the
Funds - Organization and in the Statement of
Additional Information under the heading
Shareholder Meetings
19. Purchase, Redemption and Pricing of Securities Being Included in Prospectus under the headings:
Offered Shareholder Manual - How to Buy Shares, -
Determining Your Share Price, - How to Sell Shares,
- Shareholder Services; and in the Statement of
Additional Information under the headings:
Additional Shareholder Information; and
Determination of Net Asset Value
20. Tax Status Included in Prospectus under the heading About the
Funds - Distributions and Taxes; and in the
Statement of Additional Information under the
heading Taxes
21. Underwriters Investment Advisor; Distributor
22. Calculation of Performance Data Performance Information
23. Financial Statements Financial Statements
</TABLE>
* Complete answer to Item is contained in Registrant's Annual Report.
** Complete answer to Item is contained in Registrant's Prospectus.
STRONG CONSERVATIVE EQUITY FUNDS
Strong American Utilities Fund STRONG FUNDS
Strong Asset Allocation Fund P.O. Box 2936
Strong Blue Chip 100 Fund Milwaukee, Wisconsin 53201
Strong Equity Income Fund Telephone: (414) 359-1400
Strong Growth And Income Fund Toll-Free: (800) 368-3863
Strong Limited Resources Fund Device for the Hearing-Impaired:
Strong Total Return Fund (800) 999-2780
www.strong-funds.com
The Strong Family of Funds ("Strong Funds") is a family of more than
thirty-five diversified and non-diversified mutual funds. All of the Strong
Funds are no-load funds, meaning that you may purchase, redeem, or exchange
shares without paying a sales charge. Strong Funds include growth funds,
conservative equity funds, income funds, municipal income funds, international
funds, and cash management funds. The Strong Conservative Equity Funds are
described in this Prospectus.
This Prospectus contains information you should consider before you invest.
Please read it carefully and keep it for future reference. A Statement of
Additional Information for the Funds, dated March 1, 1998 ("SAI"), which
contains further information, is incorporated by reference into this
Prospectus, and has been filed with the Securities and Exchange Commission
("SEC"). The SAI, which may be revised from time to time, is available without
charge upon request to the above-noted address or telephone number. If you
would like to electronically access additional information about the Funds
after reading this Prospectus, you may do so by accessing the SEC's World Wide
Web site (http://www.sec.gov) that contains the SAI regarding the Funds and
other related materials.
These securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission, nor has the Securities
and Exchange Commission or any state securities commission passed upon the
accuracy or adequacy of this Prospectus. Any representation to the contrary is
a criminal offense.
March 1, 1998
STRONG CONSERVATIVE EQUITY FUNDS
The Strong Asset Allocation Fund, Inc. and Strong Total Return Fund, Inc. are
separately incorporated, diversified, open-end management investment companies.
Strong American Utilities Fund is a non-diversified series, and Strong Equity
Income, Strong Growth and Income, Strong Blue Chip 100, and Strong Limited
Resources Funds are diversified series of Strong Conservative Equity Funds,
Inc., which is an open-end management investment company.
<PAGE>
Strong American Utilities Fund ("American Utilities Fund") seeks total return
by investing for both income and capital growth. The Fund invests primarily in
the equity securities of public utility companies headquartered in the United
States.
Strong Asset Allocation Fund ("Asset Allocation Fund") seeks high total return
consistent with reasonable risk over the long term. The Fund allocates its
assets globally among a diversified portfolio of equity securities, bonds, and
cash.
Strong Blue Chip 100 Fund ("Blue Chip 100 Fund") seeks total return by
investing for capital growth and income. Under normal market conditions, the
Fund intends on being fully invested in common stocks issued by blue-chip
companies.
Strong Equity Income Fund ("Equity Income Fund") seeks total return by
investing for both income and capital growth. The Fund invests primarily in
dividend-paying equity securities.
Strong Growth And Income Fund ("Growth and Income Fund") seeks high total
return by investing for capital growth and income. The Fund invests primarily
in companies that pay current dividends and offer potential growth of earnings.
<PAGE>
Strong Limited Resources Fund ("Limited Resources Fund") seeks total return by
investing for capital growth and income. Under normal market conditions, the
Fund invests primarily in the equity securities of issuers principally engaged
in the energy and other natural resources industries with a focus on mid- and
large-cap stocks that pay current dividends and offer potential growth of
earnings.
Strong Total Return Fund ("Total Return Fund") seeks high total return by
investing for capital growth and income. Using a conservative approach to
equity management, the Fund emphasizes investments in large- to medium-sized
growth companies with steady or growing dividends.
TABLE OF CONTENTS
EXPENSES I-4
FINANCIAL HIGHLIGHTS I-5
HIGHLIGHTS........................................................... I-11
INVESTMENT OBJECTIVES AND POLICIES . I-12
Comparing the Funds I-13
Strong American Utilities Fund I-14
Strong Asset Allocation Fund I-14
Strong Blue Chip 100 Fund I-15
Strong Equity Income Fund I-16
Strong Growth and Income Fund I-16
Strong Limited Resources Fund I-17
Strong Total Return Fund I-18
IMPLEMENTATION OF POLICIES AND I-18
ABOUT THE FUNDS I-30
SHAREHOLDER MANUAL II-1
APPENDIX A-1
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and the SAI, and
if given or made, such information or representations may not be relied upon as
having been authorized by the Funds. This Prospectus does not constitute an
offer to sell securities in any state or jurisdiction in which such offering
may not lawfully be made.
EXPENSES
The following information is provided in order to help you understand the
various costs and expenses that you, as an investor in the Funds, will bear
directly or indirectly.
SHAREHOLDER TRANSACTION EXPENSES
Sales Load Imposed on Purchases NONE
Sales Load Imposed on Reinvested Dividends NONE
Deferred Sales Load NONE
Redemption Fees NONE
Exchange Fees NONE
There are certain charges associated with retirement accounts (such as a $10
charge for closing an IRA account) and with certain other special shareholder
services offered by the Funds. Additionally, purchases and redemptions may also
be made through broker-dealers or other financial intermediaries who may charge
fees for their services. (See "Shareholder Manual - How to Buy Shares" and "-
How to Sell Shares.")
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Total
Fund Management Other 12b-1 Operating
Fees Expenses Fees Expenses
American Utilities 0.75% 0.38% NONE 1.13%
Asset Allocation 0.80 0.31 NONE 1.11
Blue Chip 100 0.75 1.23 NONE 1.98
Equity Income 0.80 0.34 NONE 1.14
Growth and Income 0.80 0.40 NONE 1.20
Limited Resources 1.00 0.91 NONE 1.91
Total Return 0.80 0.26 NONE 1.06
From time to time, the Funds' investment advisor, Strong Capital Management,
Inc. ("Advisor"), may voluntarily waive its management fee and/or absorb
certain expenses for a Fund. Except for the Blue Chip 100 and Limited Resources
Funds, the expenses specified in the table above are based on actual expenses
incurred for the fiscal year ended October 31, 1997. Since the Blue Chip 100
and Limited Resources Funds did not begin operations until June 30, 1997 and
September 30, 1997, respectively, the Other Expenses have been estimated.
During the fiscal year ended October 31, 1997, the Advisor absorbed certain
expenses for the Blue Chip 100 Fund. The actual total operating expenses
incurred for such fiscal year by the Blue Chip 100 Fund after absorptions was
0.98%. Therefore the expenses specified in the table above for the Blue Chip
100 Fund have been restated to include such absorptions. For additional
information concerning fees and expenses, see "About the Funds - Management."
<PAGE>
Example. You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period:
Fund Period (in years)
1 3 5 10
American Utilities $12 $36 $62 $137
Asset Allocation 11 35 61 135
Blue Chip 100 20 62 107 231
Equity Income 12 36 63 139
Growth and Income 12 38 63 145
Limited Resources 19 60 103 223
Total Return 11 34 58 129
The Example is based on each Fund's "Total Operating Expenses" before any
absorptions, as described above. Please remember that the Example should not
be considered as representative of past or future expenses and that actual
expenses may be higher or lower than those shown. The assumption in the
Example of a 5% annual return is required by regulations of the SEC applicable
to all mutual funds. The assumed 5% annual return is not a prediction of, and
does not represent, the projected or actual performance of a Fund's shares.
FINANCIAL HIGHLIGHTS
The following annual Financial Highlights for each of the Funds has been
audited by Coopers & Lybrand L.L.P., independent certified public accountants.
Their report for the Funds for the fiscal year ended October 31, 1997 is
included in the Annual Report of the Conservative Equity Funds that is
contained in the Funds' SAI. The Financial Highlights for the Funds should be
read in conjunction with the Financial Statements and related notes included in
the Funds' Annual Report. In addition, unaudited interim Financial Highlights
for the Limited Resources Fund for the two-month period ended December 31, 1997
are provided in accordance with SEC requirements pertaining to new mutual
funds. Additional information about each Fund's performance is contained in the
Funds' Annual Report, which may be obtained without charge by calling or
writing Strong Funds. The following presents information relating to a share of
common stock of each of the Funds, outstanding for the entire period ended as
indicated.
STRONG AMERICAN UTILITIES FUND
SELECTED PER-SHARE DATA (a)
Income From Investment Operations Less Distributions
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Realized
Net Asset and Unrealized Total In Excess Net Asset
Value, Net Gains from From Net From Net of Net Total Value,
Beginning Investment (Losses) on Investment Investment Realized Realized Distrib- End of
of Period Income Investments Operations Income Gains Gains utions Period
Oct. 31, 1997 $12.64 $0.40 $1.98 $2.38 ($0.38) ($0.67) -- ($1.05) $13.97
Oct. 31, 1996 11.73 0.40 0.90 1.30 (0.39) -- -- (0.39) 12.64
Oct. 31, 1995(c) 9.46 0.27 2.25 2.52 (0.25) -- -- (0.25) 11.73
Dec. 31, 1994 10.19 0.46 (0.73) (0.27) (0.46) -- -- (0.46) 9.46
Dec. 31, 1993(d) 10.00 0.18 0.27 0.45 (0.18) (0.05) ($0.03) (0.26) 10.19
</TABLE>
Ratios and Supplemental Data
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Net Ratio of Expenses Ratio of Net
Assets, Ratio of to Average Net Investment Average
End of Expenses Assets Without Income Portfolio Commission
Total Period (In to Average Waivers and to Average Turnover Rate
Return Millions) Net Assets Absorptions Net Assets Rate Paid(b)
+19.7% $135 1.1% 1.1% 3.0% 61.9% $0.0598
+11.2% 122 1.2% 1.2% 3.2% 84.0% 0.0599
+26.9% 92 1.2%* 1.2%* 3.4%* 56.4%
- -2.6% 38 0.5% 1.6% 4.8% 105.4%
+4.5% 32 0.0%* 1.4%* 5.6%* 89.3%
</TABLE>
* Calculated on an annualized basis.
(a) Information presented relates to a share of capital stock of the
Fund outstanding for the entire period.
(b) Disclosure required, effective for reporting periods beginning
after September 1, 1995.
(c) Total return and portfolio turnover rate are not annualized. In
1995, the Fund changed its fiscal year end from December to October.
(d) Inception date is July 1, 1993. Total return and portfolio
turnover rate are not annualized.
1
<PAGE>
STRONG ASSET ALLOCATION FUND
SELECTED PER-SHARE DATA (a)
Income From Investment Operations Less Distributions
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Realized
Net Asset Net and Unrealized Total In Excess In Excess Net Asset
Value, Invest- Gains from From Net of Net From Net of Net Return Total Value,
Beginning ment (Losses) on Investment Investment Investment Realized Realized of Distrib- End of
of Period Income Investments Operations Income Income Gains Gains Capital utions Period
Oct. 31, 1997 $20.12 $0.67 $2.96 $3.63 ($0.67) ($0.10) ($1.54) -- -- ($2.31) $21.44
Oct. 31, 1996 20.31 0.78 1.05 1.83 (0.84) -- (1.18) -- -- (2.02) 20.12
Oct. 31, 1995(c) 17.91 0.66 2.32 2.98 (0.58) -- -- -- -- (0.58) 20.31
Dec. 31, 1994 19.06 0.70 (0.99) (0.29) (0.70) -- -- ($0.16) -- (0.86) 17.91
Dec. 31, 1993 18.49 0.82 1.81 2.63 (0.82) -- (1.24) -- -- (2.06) 19.06
Dec. 31, 1992 19.68 0.87 (0.25) 0.62 (0.87) -- (0.94) -- -- (1.81) 18.49
Dec. 31, 1991 17.50 0.94 2.41 3.35 (0.97) -- (0.20) -- -- (1.17) 19.68
Dec. 31, 1990 18.41 1.12 (0.65) 0.47 (1.38) -- -- -- -- (1.38) 17.50
Dec. 31, 1989 17.57 1.22 0.73 1.95 (0.97) -- (0.14) -- -- (1.11) 18.41
Dec. 31, 1988 17.60 1.39 0.19 1.58 (1.38) -- -- -- ($0.23) (1.61) 17.57
Dec. 31, 1987 22.18 0.85 (0.70) 0.15 (1.78) -- (2.95) -- -- (4.73) 17.60
</TABLE>
Ratios and Supplemental Data
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Net Ratio of Net
Assets, Ratio of Investment Average
End of Expenses Income Portfolio Commission
Total Period (In to Average to Average Turnover Rate
Return Millions) Net Assets Net Assets Rate Paid(b)
+19.3% $277 1.1% 3.2% 276.5% $0.0443
+9.5% 263 1.1% 3.9% 446.7% 0.0469
+16.8% 261 1.2%* 4.1%* 326.8%
- -1.5% 249 1.2% 3.8% 359.7%
+14.5% 254 1.2% 4.2% 348.3%
+3.2% 208 1.2% 4.4% 320.4%
+19.6% 215 1.3% 5.1% 418.4%
+2.8% 204 1.3% 6.1% 319.6%
+11.2% 241 1.3% 6.6% 206.5%
+9.2% 256 1.2% 7.5% 426.2%
- -0.3% 273 1.1% 4.2% 336.5%
</TABLE>
* Calculated on an annualized basis.
(a) Information presented relates to a share of capital stock of the
Fund outstanding for the entire period.
(b) Disclosure required, effective for reporting periods beginning
after September 1, 1995.
(c) Total return and portfolio turnover rate are not annualized. In
1995, the Fund changed its fiscal year end from December to October.
2
<PAGE>
STRONG BLUE CHIP 100 FUND
SELECTED PER-SHARE DATA (a)
Income From Investment Operations Less Distributions
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Net Realized Total Net Asset
Value, Net and Unrealized from From Net Value,
Beginning Investment Gains on Investment Investment Total End of
of Period Income Investments Operations Income Distributions Period
Oct. 31, 1997(b) $10.00 $0.01 $0.38 $0.39 -- -- $10.39
</TABLE>
Ratios and Supplemental Data
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Net Ratio of Expenses Ratio of Net
Assets, Ratio of to Average Net Investment Average
End of Expenses Assets Without Income Portfolio Commission
Total Period (In to Average Waivers and to Average Turnover Rate
Return Millions) Net Assets Absorptions Net Assets Rate Paid
+3.9% $5 1.0%* 2.0%* 0.6%* 21.5% $0.0209
</TABLE>
* Calculated on an annualized basis.
(a) Information presented relates to a share of capital stock of the
Fund outstanding for the entire period.
(b) Inception date is June 30, 1997. Total return and portfolio
turnover rate are not annualized.
STRONG EQUITY INCOME FUND
SELECTED PER-SHARE DATA (a)
Income From Investment Operations Less Distributions
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Net Realized Total Net Asset
Value, Net and Unrealized from From Net Total Value,
Beginning Investment Gains on Investment Investment Distrib- End of
of Period Income Investments Operations Income utions Period
Oct. 31, 1997 $12.03 $0.13 $3.81 $3.94 ($0.13) ($0.13) $15.84
Oct. 31, 1996(b) 10.00 0.12 2.02 2.14 (0.11) (0.11) 12.03
</TABLE>
Ratios and Supplemental Data
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Net Ratio of Net
Assets, Ratio of Investment Average
End of Expenses Income Portfolio Commission
Total Period (In to Average to Average Turnover Rate
Return Millions) Net Assets Net Assets Rate Paid
+32.9% $134 1.1% 0.9% 152.6% $0.0689
+21.5% 29 1.3%* 1.6%* 158.3% 0.0633
</TABLE>
* Calculated on an annualized basis.
(a) Information presented relates to a share of capital stock of the
Fund outstanding for the entire period.
(b) Inception date is December 29, 1995. Total return and portfolio
turnover rate are not annualized.
3
<PAGE>
STRONG GROWTH & INCOME FUND
SELECTED PER-SHARE DATA (a)
Income From Investment Operations Less Distributions
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Net Realized Total Net Asset
Value, Net and Unrealized from From Net From Net Value,
Beginning Investment Gains on Investment Investment Realized Total End of
of Period Income Investments Operations Income Gains Distributions Period
Oct. 31, 1997 $12.38 $0.07 $3.99 $4.06 ($0.07) ($0.02) ($0.09) $16.35
Oct. 31, 1996 (b) 10.00 0.04 2.38 2.42 (0.04) (0.04) 12.38
</TABLE>
Ratios and Supplemental Data
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Net Ratio of Net
Assets, Ratio of Investment Average
End of Expenses Income Portfolio Commission
Total Period (In to Average to Average Turnover Rate
Return Millions) Net Assets Net Assets Rate Paid
+32.9% $227 1.2% 0.5% 237.8% $0.0687
+24.2% 18 1.9%* 0.6%* 174.1% 0.0667
</TABLE>
* Calculated on an annualized basis.
(a) Information presented relates to a share of capital stock of the
Fund outstanding for the entire period.
(b) Inception date is December 29, 1995. Total return and portfolio
turnover rate are not annualized.
STRONG LIMITED RESOURCES FUND
SELECTED PER-SHARE DATA (a)
Income From Investment Operations Less Distributions
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Net Realized Total Net Asset
Value, Net and Unrealized from From Net Total Value,
Beginning Investment Losses on Investment Investment Distrib- End of
of Period Income Investments Operations Income utions Period
Dec. 31, 1997 (b) $9.51 -- ($0.20) ($0.20) -- ($0.01) $9.30
Oct. 31, 1997 (c) $10.00 -- ($0.49) ($0.49) -- -- $9.51
</TABLE>
Ratios and Supplemental Data
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Net Ratio of Net
Assets, Ratio of Investment Average
End of Expenses Income Portfolio Commission
Total Period (In to Average to Average Turnover Rate
Return Thousands) Net Assets Net Assets Rate Paid
- -2.1% $5,357 2.0%* 0.1%* 9.0% $0.0700
- -4.9% $5,345 2.0%* 0.0% 1.2% $0.0586
</TABLE>
* Calculated on an annualized basis.
(a) Information presented relates to a share of capital stock of the
Fund outstanding for the entire period.
(b) For the two months ended December 31, 1997 (Unaudited). Total
return and portfolio turnover are not annualized.
(c) Inception date is September 30, 1997. Total return and portfolio
turnover rate are not annualized.
4
<PAGE>
STRONG TOTAL RETURN FUND
SELECTED PER-SHARE DATA (a)
Income From Investment Operations Less Distributions
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Realized
Net Asset and Unrealized Total In Excess In Excess Net Asset
Value, Net Gains from From Net of Net From Net of Net Return Total Value,
Beginning Investment (Losses) on Investment Investment Investment Realized Realized of Distrib- End of
of Period Income Investments Operations Income Income Gains Gains Capital utions Period
Oct. 31, 1997 $31.36 $0.19 $6.21 $6.40 ($0.19) ($0.17) ($4.74) -- __ ($5.10) $32.66
Oct. 31, 1996 28.02 0.24 4.65 4.89 (0.24) (0.06) (1.25) -- __ (1.55) 31.36
Oct. 31, 1995 (c) 23.62 0.26 4.41 4.67 (0.26) (0.01) -- -- __ (0.27) 28.02
Dec. 31, 1994 24.30 0.25 (0.59) (0.34) (0.26) (0.08) -- -- __ (0.34) 23.62
Dec. 31, 1993 20.17 0.33 4.18 4.51 (0.33) -- -- ($0.05) __ (0.38) 24.30
Dec. 31, 1992 20.24 0.18 (0.08) 0.10 (0.17) -- -- -- __ (0.17) 20.17
Dec. 31, 1991 15.34 0.22 4.90 5.12 (0.22) -- -- -- __ (0.22) 20.24
Dec. 31, 1990 17.72 0.95 (2.19) (1.24) (1.14) -- -- -- __ (1.14) 15.34
Dec. 31, 1989 18.96 1.55 (0.97) 0.58 (1.31) -- (0.51) -- __ (1.82) 17.72
Dec. 31, 1988 18.37 1.95 0.85 2.80 (1.96) -- -- -- ($0.25) (2.21) 18.96
Dec. 31, 1987 21.61 0.97 0.61 1.58 (1.65) -- (3.17) -- __ (4.82) 18.37
</TABLE>
Ratios and Supplemental Data
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Net Ratio of Net
Assets, Ratio of Investment Average
End of Expenses Income Portfolio Commission
Total Period (In to Average to Average Turnover Rate
Return Millions) Net Assets Net Assets Rate Paid(b)
+23.4% $832 1.1% 0.6% 404.6% $0.0696
+18.0% 760 1.1% 0.8% 502.4% 0.0584
+19.8% 671 1.1%* 1.2%* 298.8%
- -1.4% 607 1.2% 1.1% 290.4%
+22.5% 630 1.2% 1.4% 271.3%
+0.6% 588 1.3% 0.9% 371.8%
+33.6% 691 1.4% 1.3% 426.4%
- -7.1% 647 1.4% 5.4% 312.3%
+2.6% 1,065 1.2% 7.7% 305.3%
+15.6% 1,005 1.2% 10.1% 281.1%
+6.0% 802 1.1% 5.2% 224.4%
</TABLE>
* Calculated on an annualized basis.
(a) Information presented relates to a share of capital stock of the
Fund outstanding for the entire period.
(b) Disclosure required, effective for reporting periods beginning
after September 1, 1995.
(c) Total return and portfolio turnover rate are not annualized. In
1995, the Fund changed its fiscal year end from December to October.
<PAGE>
HIGHLIGHTS
INVESTMENT OBJECTIVES AND POLICIES
Each Fund has distinct investment objectives and policies. Each Fund seeks
total return consistent with its investment objective and policies. The
investment objective of each Fund is set forth under "Investment Objectives and
Policies."
IMPLEMENTATION OF POLICIES AND RISKS
Subject to certain limitations, each Fund may invest in derivative
transactions, including options, futures, and options on futures transactions.
Each Fund (except the Blue Chip 100 Fund), may invest in foreign securities and
engage in foreign currency transactions. Each Fund may invest in illiquid
securities. The Asset Allocation Fund may engage in substantial short-term
trading, which may result in high portfolio turnover rates. The American
Utilities Fund is a "non-diversified" fund, which means that it may invest a
larger proportion of its assets in the securities of a single issuer than a
diversified fund. The Funds (except the Blue Chip 100 Fund) may invest in
non-investment-grade debt obligations (commonly called "junk bonds") within
specified limits. (See "Implementation of Policies and Risks.")
MANAGEMENT
The Advisor, Strong Capital Management, Inc., serves as investment advisor to
the Funds. The Advisor provides investment management services for mutual funds
and other investment portfolios representing assets of over $28.6 billion. W.H.
Reaves & Co., Inc. ("Reaves") is the subadvisor for the American Utilities
Fund. Scarborough Investment Advisers, LLC ("Scarborough") is the subadvisor
for the Limited Resources Fund. (See "About the Funds - Management.")
PURCHASE AND REDEMPTION OF SHARES
You may purchase or redeem shares of a Fund at net asset value. There are no
redemption or 12b-1 charges. The net asset values change daily with the value
of each Fund's portfolio. You can locate the net asset value for a Fund in
newspaper listings of mutual fund prices under the "Strong Funds" heading or at
our site on the World Wide Web at http://www.strong-funds.com. (See
"Shareholder Manual - How to Buy Shares" and "- How to Sell Shares.")
SHAREHOLDER SERVICES
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Strong shareholder benefits include: telephone purchase, exchange, and
redemption privileges; professional representatives available 24 hours a day;
automatic investment, automatic dividend reinvestment, payroll direct deposit,
automatic exchange, and systematic withdrawal plans; and a no-minimum
investment program. (See "Shareholder Manual - Shareholder Services.")
DIVIDENDS AND OTHER DISTRIBUTIONS
The policy of each Fund is to pay dividends from net investment income
quarterly and to distribute substantially all net realized capital gains
annually. (See "About the Funds - Distributions and Taxes.")
INVESTMENT OBJECTIVES AND POLICIES
The descriptions that follow are designed to help you choose the Fund that best
fits your investment objective. You may want to pursue more than one objective
by investing in more than one of the Funds or by investing in one of the other
Strong Funds, which are described in separate prospectuses. Each Fund's
investment objective is discussed below in connection with the Fund's
investment policies. Because of the risks inherent in all investments, there
can be no assurance that the Funds will meet their objectives.
The Funds are each required or permitted to invest a substantial portion of
their assets in equity securities. Each Fund's net asset value will fluctuate
based upon changes in the value of the securities in its portfolio. Although
they are considered conservative equity funds - meaning that each Fund's net
asset value is likely to be less volatile than that of a Fund invested solely
for growth of capital - each Fund's net asset value is likely to fluctuate more
than that of a fund invested solely for income. The Funds, therefore, are not
appropriate for investors' short-term financial needs.
COMPARING THE FUNDS
The following summary is intended to distinguish the Funds and help you
determine their suitability for your investments.
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Equity Bond
Fund Range Range Diversified Focus
American Utilities 65-100% 0-35% No Utility and
Energy Stocks
Asset Allocation 30-70% 20-70% Yes Allocated Across
Asset Classes
Blue Chip 100 100% ----- Yes 100 Largest Blue
Chip Companies
Equity Income 65-100% 0-35% Yes Dividend-Paying
Stocks
Growth and Income 65-100% 0-35% Yes Dividend-Paying
and Growth Stocks
Limited Resources 80-100% 0-20% Yes Energy and Natural
Resources Stocks
Total Return 60-100% 0-40% Yes Large- and Mid-Cap,
Dividend- Paying
Growth Stocks
Each Fund has adopted certain fundamental investment restrictions that are set
forth in the SAI. Those restrictions, a Fund's investment objective, and any
other investment policies identified as "fundamental" cannot be changed without
shareholder approval. To further guide investment activities, each Fund has
also instituted a number of non-fundamental operating policies, which are
described throughout this Prospectus and in the SAI. Although operating
policies may be changed by a Fund's Board of Directors without shareholder
approval, a Fund will promptly notify shareholders of any material change in
operating policies.
Except as limited below, each Fund may invest in a diversified portfolio of
securities without regard to objective investment criteria, such as company
size, exchange listing, earnings history, or other factors. When selecting
securities, the Advisor will, except as otherwise limited below, be limited
only by its best judgment as to what will help achieve each Fund's investment
objective.
When the Advisor determines market conditions warrant a temporary defensive
position, the Total Return Fund may invest up to 40% of its net assets, and the
Asset Allocation, American Utilities, Blue Chip 100, Equity Income, Growth and
Income, and Limited Resources Funds may invest without limitation in cash and
short-term fixed income securities.
STRONG AMERICAN UTILITIES FUND
The American Utilities Fund seeks total return by investing for both income and
capital growth.
The Fund normally will invest at least 65% of its total assets in the equity
securities of public utility companies headquartered in the United States.
Equity securities in which the Fund may invest include common stocks, preferred
stocks, and securities that are convertible into common stocks, such as
warrants and convertible bonds. Public utility companies include those engaged
in the manufacture, production, generation, transmission, sale and/or
distribution of water, gas, and electric energy, as well as those engaged in
the communications industry, including providers of telephone, telegraph,
satellite, cable television, microwave, and other communication facilities for
the public, excluding public broadcasting companies. (See "Implementation of
Policies and Risks - Public Utility Companies.")
The balance of the Fund, up to 35% of its total assets, may be invested in any
type of security, including debt obligations and equity securities of companies
in other industries. The Fund intends to use this allowance primarily to invest
in the equity securities of energy companies, which may compose up to 25% of
the Fund's total assets. (See "Implementation of Policies and Risks - Energy
Companies.") The Fund may invest up to 5% of its net assets in
non-investment-grade debt securities. (See "Implementation of Policies and
Risks - - Debt Obligations.")
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The Fund may invest up to 25% of its net assets in foreign securities,
including both direct investments and investments made through depositary
receipts. (See "Implementation of Policies and Risks - Foreign Securities and
Currencies" for the special risks associated with foreign investments.)
Under normal market conditions, the Fund expects to be fully invested in the
equity securities of companies in the public utility and energy industries.
STRONG ASSET ALLOCATION FUND
The Asset Allocation Fund seeks high total return consistent with reasonable
risk over the long term. The Fund allocates its assets among a diversified
portfolio of equity securities, bonds, and cash.
Under normal market conditions, the Fund's net assets will be allocated
according to a benchmark of 60% equities, 35% bonds, and 5% cash. The Advisor
intends to actively manage the Fund's assets, maintaining a balance over time
between investment opportunities and their associated potential risks. In
response to changing market and economic conditions, the Advisor may reallocate
the Fund's net assets among these asset categories. Those allocations normally
will be within the ranges indicated below. However, in pursuit of total return,
the Advisor may under-allocate or over-allocate the Fund's net assets in a
particular category.
ASSET-ALLOCATION CATEGORIES
Percentage of Fund Net Assets
-----------------------------------
Category of Investment Benchmark Range
Equities 60% 30-70%
Bonds 35% 20-70%
Cash 5% 0-50%
Equity securities in which the Fund may invest include common stocks, preferred
stocks, and securities that are convertible into common stocks, such as
warrants and convertible bonds. The Fund may invest up to 35% of its net assets
in non-investment-grade debt obligations. (See "Implementation of Policies and
Risks - Debt Obligations.") The cash portion of the Fund may include, but is
not limited to, debt securities issued or guaranteed by the U.S. government or
its agencies or instrumentalities, commercial paper, banker's acceptances,
certificates of deposit, and time deposits. The Fund may invest in obligations
of domestic and foreign banks and their subsidiaries and branches.
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The Fund also has the flexibility to take advantage of investment opportunities
around the world by investing in foreign securities. The Fund may invest up to
25% of its net assets in foreign securities, including both direct investments
and investments made through depositary receipts. Foreign investments involve
risks not normally found when investing in securities of U.S. issuers. (See
"Implementation of Policies and Risks - Foreign Securities and Currencies.")
Within the asset-allocation categories described above, the Advisor will
allocate the Fund's investments among countries (including developing
countries), geographic regions, and currencies in response to changing market
and economic trends. In making geographic based allocations of investments, the
Advisor will consider such factors as the historical and prospective
relationships among currencies and governmental policies that influence
currency-exchange rates, current and anticipated interest rates, inflation
levels, and business conditions within various countries, as well as other
macroeconomic, social, and political factors.
STRONG BLUE CHIP 100 FUND
The Blue Chip 100 Fund seeks total return by investing for capital growth and
income.
Under normal market conditions, the Fund intends to be fully invested in a
diversified portfolio of common stocks of the 100 largest market capitalization
companies traded in the U.S., as determined by the Advisor (collectively, "Blue
Chip Companies"). With approximately 50% of the Fund's net assets, the Fund
will maintain capitalization-weighted positions in each of the Blue Chip
Companies' securities. In this way, this portion of the Fund's portfolio will
seek to approximate the capitalization-weighted total return of these
companies. The remainder of the Fund's net assets will be invested in some or
all of these Blue Chip Companies, as selected by the Advisor. Generally, the
Fund will not have a position in any company greater than 5% of the Fund's net
assets. The Fund typically maintains representation in as many market sectors
as possible, but may concentrate in any sectors represented by the Blue Chip
Companies.
The Advisor will regularly readjust the capitalization-weighted portion of the
Fund's portfolio to reflect the current capitalization weightings of the Blue
Chip Companies. The Advisor intends to frequently review the list of the Blue
Chip Companies in which the Fund invests and update the list when necessary.
When the Advisor determines market conditions warrant a temporary defensive
position, the Fund may invest without limitation in cash and short-term
fixed-income securities. The Fund may invest in dollar-denominated foreign
securities to the extent that they are issued by Blue Chip Companies.
STRONG EQUITY INCOME FUND
The Equity Income Fund seeks total return by investing for both income and
capital growth.
The Fund invests primarily in dividend-paying equity securities. Under normal
market conditions, the Fund will invest at least 65% of its total assets in
dividend-paying equity securities, including common stocks, preferred stocks,
and securities that are convertible into common stocks, such as warrants and
convertible bonds. The Fund may invest up to 35% of its total assets in
non-dividend paying equity securities and intermediate- to long-term corporate
or U.S. government bonds. The Fund may invest up to 10% of its net assets in
non-investment-grade bonds. The Fund may invest up to 5% of its net assets in
foreign securities, including both direct investment and investments made
through depositary receipts. (See "Implementation of Policies and Risks -
Foreign Securities and Currencies" for the special risks associated with
foreign investments.)
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STRONG GROWTH AND INCOME FUND
The Growth and Income Fund seeks high total return by investing for capital
growth and income.
Under normal market conditions, the Fund will invest at least 65% of its total
assets in equity securities, with a focus on those that pay current dividends
and offer potential growth of earnings. At times, however, the Fund may invest
in equity securities that are not currently paying dividends, but offer
prospects for either capital growth or future income. Equity securities include
common stocks, preferred stocks, and securities that are convertible into
common stocks, such as warrants and convertible bonds. The Fund may invest up
to 35% of its total assets in intermediate- to long-term corporate or U.S.
government bonds. The Fund may invest up to 5% of its net assets in
non-investment-grade bonds. The Fund may invest up to 25% of net assets in
foreign securities, including both direct investments and investments made
through depositary receipts. (See "Implementation of Policies and Risks -
Foreign Securities and Currencies" for the special risks associated with
foreign investments.)
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STRONG LIMITED RESOURCES FUND
The Limited Resources Fund seeks total return by investing for capital growth
and income.
Under normal market conditions, the Fund will invest at least 80% of its total
assets in the equity securities of issuers principally engaged in the energy
and other natural resources industries with a focus on mid- and large-cap
stocks that pay current dividends and offer potential growth of earnings.
Equity securities in which the Fund may invest include common stocks, preferred
stocks, and securities that are convertible into common stocks, such as
warrants and convertible bonds. Energy and natural resource companies include
companies principally engaged in the discovery, development, production,
generation, transmission, or distribution of energy or other natural resources,
the development of technologies for the production or efficient use of energy
and other natural resources, or the furnishing of related supplies or services.
Such companies may:
* participate in the discovery and development of natural resources.
* own or produce natural resources.
* provide natural resources transportation, distribution, or processing
services.
* contribute new technologies for the production or efficient use of natural
resources.
* own or control oil, gas, or other mineral leases (which may or may not
produce recoverable energy or resources), rights, or royalty interests.
* provide services or supplies related to natural resources such as drilling,
well servicing, chemicals, parts, and equipment.
A company is deemed to be "principally engaged" in these industries if at the
time of investment Scarborough believes that at least 50% of the company's (i)
assets relate to, or (ii) revenues or profits are derived from, these
industries. Energy sources include, but are not limited to, oil, natural gas,
coal, nuclear power, and renewable energy sources, such as wind, solar, and
geothermal. As new sources of energy are developed and current methods of
exploiting and developing energy are advanced, then companies in these new
areas will also be considered for investment by the Fund. Natural resources
other than energy sources include, but are not limited to, basic materials such
as chemicals, forest products, steel, copper, and aluminum.
The balance of the Fund, up to 20% of total assets, may be invested in any type
of security, including debt obligations and equity securities of companies in
industries other than the energy and other natural resource industries. The
Fund may invest up to 5% of its net assets in non-investment-grade debt
securities. When Scarborough determines that market conditions warrant a
temporary defensive position, the Fund may invest without limitation in cash
and short-term fixed-income securities.
The Fund may invest up to 25% of its net assets in foreign securities,
including both direct investments and investments made through depositary
receipts. (See "Implementation of Policies and Risks - Foreign Securities and
Currencies" for the special risks associated with foreign investments.)
The Fund's investments will be concentrated in the energy and natural resources
industries. This means that more than 25% of the Fund's total assets will
normally be invested in these industries. Because the Fund's investments are
concentrated, the value of its shares is especially affected by factors
relating to these industries, and may fluctuate more widely than the value of
shares of a fund which invests in a broader range of industries. For example,
changes in crude oil prices may affect both those industries which produce,
refine, and distribute petroleum products and industries which supply
alternative sources of energy. In addition, certain of these industries are
generally subject to greater government regulation than many other industries,
and changes in regulatory policies may have a material effect on the business
of companies in these industries.
STRONG TOTAL RETURN FUND
The Total Return Fund seeks high total return by investing for capital growth
and income. Using a conservative approach to equity management, the Fund
emphasizes investments in large- to medium-sized growth companies with steady
or growing dividends. (See "Implementation of Policies and Risks - Debt
Obligations.")
Under normal market conditions, the Fund will invest at least 60% of its net
assets in equity securities, including common stocks, preferred stocks, and
securities that are convertible into common stocks, such
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as warrants and convertible bonds. The Fund expects to invest at least 80% of
its net assets in equity securities. At times, however, it may invest up to 40%
of its net assets in intermediate- to long-term corporate or U.S. government
bonds. The Fund may invest up to 5% of its net assets in non-investment-grade
bonds. The Fund may invest up to 25% of its net assets in foreign securities,
including both direct investments and investments made through depositary
receipts. (See "Implementation of Policies and Risks - Foreign Securities and
Currencies" for the special risks associated with foreign investments.)
IMPLEMENTATION OF POLICIES AND RISKS
In addition to the investment policies described above (and subject to certain
restrictions described below), the Funds may invest in some or all of the
following securities and may employ some or all of the following investment
techniques, some of which may present special risks as described below. Each
Fund may also engage in reverse repurchase agreements and mortgage dollar roll
transactions. A more complete discussion of certain of these securities and
investment techniques and the associated risks is contained in the Funds' SAI.
DEBT OBLIGATIONS
In General. The market value of all debt obligations is affected by changes in
the prevailing interest rates. The market value of such instruments generally
reacts inversely to interest rate changes. If the prevailing interest rates
decline, the market value of debt obligations generally increases. If the
prevailing interest rates increase, the market value of debt obligations
generally decreases. In general, the longer the maturity of a debt obligation,
the greater its sensitivity to changes in interest rates.
Types of Obligations. Debt obligations include (i) corporate debt securities,
including bonds, debentures, and notes; (ii) bank obligations, such as
certificates of deposit, banker's acceptances, and time
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deposits of domestic and foreign banks and their subsidiaries and branches, and
domestic savings and loan associations; (iii) commercial paper (including
variable-amount master demand notes); (iv) repurchase agreements; (v) loan
interests; (vi) foreign debt obligations issued by foreign issuers traded
either in foreign markets or in domestic markets through depositary receipts;
(vii) convertible securities - debt obligations of corporations convertible
into or exchangeable for equity securities or debt obligations that carry with
them the right to acquire equity securities, as evidenced by warrants attached
to such securities, or acquired as part of units of the securities; (viii)
preferred stocks - securities that represent an ownership interest in a
corporation and that give the owner a prior claim over common stock on the
company's earnings or assets; (ix) trust preferred securities - certain
obligations which have characteristics of both debt and preferred stock; (x)
U.S. government securities; (xi) mortgage-backed securities, collateralized
mortgage obligations, and similar securities; and (xii) municipal obligations.
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 an obligation, 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,
which include Standard & Poor's Ratings Group ("S&P"), Moody's Investors
Service, Duff & Phelps Rating Co., Thomson Bankwatch, Inc., and Fitch IBCA,
Inc. (collectively, "NRSROs"). Please refer to the Appendix in the Funds' SAI
for a more detailed description of the ratings of the NRSROs.
Investment-Grade Debt Obligations. Debt obligations rated in the
highest-through the medium-quality categories are commonly referred to as
"investment-grade" debt obligations and include the following:
* U.S. government securities;
* bonds or bank obligations rated in one of the four highest rating categories
(e.g., BBB or higher by S&P);
* short-term notes rated in one of the two highest rating categories (e.g.,
SP-2 or higher by S&P);
* short-term bank obligations rated in one of the three highest rating
categories (e.g., A-3 or higher by S&P), with respect to obligations maturing
in one year or less;
* commercial paper rated in one of the three highest rating categories (e.g.,
A-3 or higher by S&P);
* unrated debt obligations determined by the Advisor to be of comparable
quality; and
* repurchase agreements involving investment-grade debt obligations.
Investment-grade debt obligations are generally believed to have relatively low
degrees of credit risk. All ratings are determined at the time of investment.
Any subsequent rating downgrade of a debt obligation will be monitored by the
Advisor to consider what action, if any, a Fund should take consistent with its
investment objective. For purposes of determining whether a security is
investment grade, the Advisor may use the highest rating assigned to that
security by any NRSRO.
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High-Yield (High-Risk) Securities. High-yield (high-risk) securities, also
referred to as "junk bonds," are those securities that are rated lower than
investment grade and unrated securities of comparable quality. Although these
securities generally offer higher yields than investment-grade securities with
similar maturities, lower-quality securities involve greater risks, including
the possibility of default or bankruptcy. In general, they are regarded to be
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal. Other potential risks associated with investing in
high-yield securities include:
* substantial market-price volatility resulting from changes in interest rates,
changes in or uncertainty about economic conditions, and changes in the actual
or perceived ability of the issuer to meet its obligations;
* greater sensitivity of highly leveraged issuers to adverse economic changes
and individual-issuer developments;
* subordination to the prior claims of other creditors;
* additional Congressional attempts to restrict the use or limit the tax and
other advantages of these securities; and
* adverse publicity and changing investor perceptions about these securities.
As with any other asset in a Fund's portfolio, any reduction in the value of
such securities as a result of the factors listed above would be reflected in
the net asset value of the Fund. In addition, a Fund that invests in
lower-quality securities may incur additional expenses to the extent it is
required to seek recovery upon a default in the payment of principal and/or
interest on its holdings. As a result of the associated risks, successful
investments in high-yield (high-risk) securities will be more dependent on the
Advisor's credit analysis than generally would be the case with investments in
investment-grade securities.
It is uncertain how the high-yield market will perform during a prolonged
period of rising interest rates. A prolonged economic downturn or a prolonged
period of rising interest rates could adversely affect the market for these
securities, increase their volatility, and reduce their value and liquidity. In
addition, lower-quality securities tend to be less liquid than higher-quality
debt securities because the market for them is not as broad or active. If
market quotations are not available, these securities will be valued in
accordance with procedures established by the Fund's Board of Directors.
Judgment may, therefore, play a greater role in valuing these securities. The
lack of a liquid secondary market may have an adverse effect on market price
and a Fund's ability to sell particular securities.
See the Appendix for information concerning the credit quality of the Asset
Allocation Fund's investments in debt obligations for the fiscal period ended
October 31, 1997.
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, including GNMA pass-through
certificates, whose securities are supported by the full faith and credit of
the United States;
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* the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the
Tennessee Valley Authority, whose securities are supported by the right of the
agency to borrow from the U.S. Treasury;
* the Federal National Mortgage Association, whose securities are supported by
the discretionary authority of the U.S. government to purchase certain
obligations of the agency or instrumentality; and
* the Student Loan Marketing Association, the Interamerican Development Bank,
and International Bank for Reconstruction and Development, whose securities are
supported only by the credit of such agencies.
Although the U.S. government provides financial support to such U.S.
government-sponsored agencies or instrumentalities, no assurance can be given
that it will always do so. The U.S. government and its agencies and
instrumentalities do not guarantee the market value of their securities;
consequently, the value of such securities will fluctuate.
ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES
Each 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 accrued during
that year. In order to continue to qualify for treatment as a "regulated
investment company" under the Internal Revenue Code of 1986 ("IRC") and avoid a
certain excise tax, a 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.
PUBLIC UTILITY COMPANIES (AMERICAN UTILITIES FUND)
Under normal market conditions, at least 65% of the American Utilities Fund's
total assets will be invested in the equity securities of public utility
companies headquartered in the United States. Accordingly, the Fund's
performance will depend in part on conditions in the public utility industry.
Stocks of public utility companies have traditionally been attractive to
conservative stock market investors because they have generally paid consistent
and above-average dividends. The Fund's investments in public utility
securities may or may not pay consistent and above-average dividends. Moreover,
the securities of public utility companies can still be affected by the risks
of the stock market, as well as factors specific to public utility companies.
Government regulation of public utility companies can limit their ability to
expand their businesses or to pass cost increases on to customers.
Additionally, companies providing power or energy-related services may also be
affected by the following factors: increases in fuel and other operating costs;
high costs of borrowing to finance capital construction during inflationary
periods; operational restrictions, increased costs, and delays associated with
compliance with environmental and nuclear safety regulations; difficulties
involved in obtaining natural gas for resale or fuel for generating electricity
at reasonable prices; risks associated with constructing and operating nuclear
power plants; effects of energy conservation; and effects of regulatory
changes. Some public utility companies are facing increased competition, which
may reduce their profits. All of these factors are subject to rapid change,
which may affect utility companies independently from the stock market as a
whole. Equity securities issued by public utility companies tend to be more
affected by changes in interest rates than are the equity securities of other
issuers and, therefore, may react to such changes somewhat like debt
instruments. (See "Debt Obligations" above.)
In accordance with its investment objective and fundamental investment
restrictions, the Fund will normally concentrate its investments in the public
utility industry. This means that more than 25% of
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the value of the Fund's total assets will normally be invested in the public
utility industry. The Fund does not have set policies to concentrate within any
particular segment of the public utilities industry; however, the Subadvisor
generally emphasizes investments in established electric utility, telephone,
natural gas, and energy stocks with sound financial structures.
Due to the Fund's concentration of investments in the public utility industry,
an investment in the Fund may be subject to greater fluctuations in value than
a Fund that does not concentrate its investments in a similar manner. For
example, as discussed above, certain economic factors or specific events may
exert a disproportionate impact upon the prices of equity securities of
companies within the public utilities industry relative to their impact on the
prices of securities of companies engaged in other industries. Additionally,
changes in the market price of the equity securities of a particular company
that occupies a dominant position in an industry may tend to influence the
market prices of other companies within the same industry. As a result of the
foregoing factors, the net asset value of the Fund may be more susceptible to
change than those of investment companies that diversify their investments over
many different industries.
ENERGY COMPANIES (AMERICAN UTILITIES FUND)
Under normal market conditions, the American Utilities Fund anticipates it may
invest a substantial portion, but not more than 25% of its total assets, in the
equity securities of energy companies. Energy companies are generally defined
as companies in the conventional areas of oil, gas, electricity, and coal, as
well as those involved in alternative sources of energy, such as nuclear,
geothermal, shale, and solar power. The business activities of energy companies
may include production, generation, refining, transmission, transportation,
marketing, control, or measurement of energy or energy fuels; providing
component parts or services to companies engaged in these energy activities;
energy research or experimentation; and environmental activities related to the
solution of energy problems, such as energy conservation and pollution control.
For purposes of this 25% investment limitation, energy companies shall exclude
companies that are also public utility companies.
To the extent the Fund makes significant investments in energy companies, the
Fund's performance will depend in part on conditions in the energy industry.
The securities of companies in the energy industry are subject to changes in
value and dividend yield that depend to a large extent on the price and supply
of energy fuels. Swift price and supply fluctuations of energy fuels may be
caused by events relating to international politics, energy conservation, the
success of exploration projects, currency exchange rate fluctuations, and tax
and other regulatory policies of various governments.
WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES
Each Fund may invest in securities purchased on a when-issued or
delayed-delivery basis. Although the payment and interest terms of these
securities are established at the time the purchaser enters into the
commitment, these securities may be delivered and paid for at a future date.
Purchasing when-issued or delayed-delivery securities allows a Fund to lock in
a fixed price or yield on a security it intends to purchase. However, when a
Fund purchases these types of securities, it immediately assumes the risk of
ownership, including the risk of price fluctuation.
The greater a Fund's outstanding commitments for these securities, the greater
the exposure to potential fluctuations in the Fund's net asset value.
Purchasing when-issued or delayed-delivery securities may involve the
additional risk that the yield available in the market when the delivery occurs
may be higher or the market price lower than that obtained at the time of
commitment. Although a Fund may be able to sell
<PAGE>
these securities prior to the delivery date, it will purchase them for the
purpose of actually acquiring the securities, unless, after entering into the
commitment, a sale appears desirable for investment reasons. When required by
SEC guidelines, a Fund will set aside permissible liquid assets in a segregated
account to secure its outstanding commitments for these types of securities.
FOREIGN SECURITIES AND CURRENCIES
Each Fund (except the Blue Chip 100 Fund) may invest in foreign securities
either directly or through the use of depositary receipts. The Blue Chip 100
Fund may only invest in dollar denominated foreign securities to the extent
that they are issued by Blue Chip Companies. Depositary receipts are generally
issued by banks or trust companies and evidence ownership of underlying foreign
securities. Foreign investments involve special risks, including:
* expropriation, confiscatory taxation, and withholding taxes on dividends and
interest;
* less extensive regulation of foreign brokers, securities markets, and
issuers;
* less publicly available information and different accounting standards;
* costs incurred in conversions between currencies, possible delays in
settlement in foreign securities markets, limitations on the use or transfer of
assets (including suspension of the ability to transfer currency from a given
country), and difficulty of enforcing obligations in other countries; and
* diplomatic developments and political or social instability.
Foreign economies may differ favorably or unfavorably from the U.S. economy in
various respects, including growth of gross domestic product, rates of
inflation, currency depreciation, capital reinvestment, resource
self-sufficiency, and balance-of-payments positions. Many foreign securities
may be less liquid and their prices more volatile than comparable U.S.
securities. Although the Funds generally invest only in securities that are
regularly traded on recognized exchanges or in over-the-counter markets, from
time to time foreign securities may be difficult to liquidate rapidly without
adverse price effects. Certain costs attributable to foreign investing, such as
custody charges and brokerage costs, may be higher than those attributable to
domestic investing.
The Asset Allocation Fund may invest in the foreign securities of issuers in
developing countries. The risks of foreign investments are generally
intensified for investments in developing countries. Risks of investing in such
markets include:
* less social, political, and economic stability;
* smaller securities markets and the lower trading volume, which may result in
a lack of liquidity and greater price volatility;
* certain national policies that may restrict a Fund's investment
opportunities, including restrictions on investments in issuers or industries
deemed sensitive to national interests, or expropriation or confiscation of
assets or property, which could result in the Fund's loss of its entire
investment in that market; and
* less developed legal structures governing private or foreign investment or
allowing for judicial redress for injury to private property.
In addition, brokerage commissions, custodial services, withholding taxes, and
other costs relating to investments in emerging markets generally are more
expensive than in the U.S. and certain more established foreign markets.
Economies in emerging markets generally are heavily dependent upon
international trade and, accordingly, have been and may continue to be affected
adversely by trade
<PAGE>
barriers, exchange controls, managed adjustments in relative currency values,
and other protectionist measures negotiated or imposed by the countries with
which they trade.
The Asset Allocation Fund may also invest in debt obligations issued or
guaranteed by foreign governments or their agencies, instrumentalities or
political subdivisions, or by supranational issuers (collectively, sovereign
debt). Investment in sovereign debt involves special risks. Certain foreign
countries, particularly developing countries, have experienced, and may
continue to experience, high rates of inflation, high interest rates,
exchange-rate fluctuations, large amounts of external debt, balance of payments
and trade difficulties, and extreme poverty and unemployment. The issuer of the
debt or the governmental authorities that control the repayment of the debt may
be unable or unwilling to repay principal or interest when due in accordance
with the terms of such debt, and the Fund may have limited legal recourse in
the event of default.
Because most foreign securities are denominated in non-U.S. currencies, the
investment performance of the Funds could be affected by changes in foreign
currency exchange rates to some extent. The value of a Fund's assets
denominated in foreign currencies will increase or decrease in response to
fluctuations in the value of those foreign currencies relative to the U.S.
dollar. Currency exchange rates can be volatile at times in response to supply
and demand in the currency exchange markets, international balances of
payments, governmental intervention, speculation, and other political and
economic conditions.
The Funds (except for the Blue Chip 100 Fund) may purchase and sell foreign
currency on a spot basis and may engage in forward currency contracts, currency
options, and futures transactions for hedging or any other lawful purpose
consistent with their investment objectives. (See "Derivative Instruments.")
FOREIGN INVESTMENT COMPANIES
The Funds (except for the Blue Chip 100 Fund) may invest, to a limited extent,
in foreign investment companies. Some of the countries in which the Funds
invest 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 a 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 Investment
Company Act of 1940 ("1940 Act"). The Funds do 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.
DERIVATIVE INSTRUMENTS
A Fund may use derivative instruments for any lawful purpose consistent with
the Fund's 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
<PAGE>
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 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.
Derivative instruments may include (i) options; (ii) futures; (iii) options on
futures; (iv) short sales, in which a Fund sells a security for delivery at a
future date; (v) swaps, in which two parties agree to exchange a series of cash
flows in the future, such as interest-rate payments; (vi) 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";
(vii) 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"; (viii) forward currency contracts and
foreign currency exchange-related securities; and (ix) structured instruments
which combine the foregoing in different ways.
Derivatives may be exchange-traded or traded in OTC transactions between
private parties. 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. 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. When required
by SEC guidelines, a Fund will set aside permissible liquid assets in a
segregated account to secure its obligations under the derivative.
The successful use of derivatives by a Fund is dependent upon a variety of
factors, particularly the Advisor's ability to correctly anticipate trends in
the underlying asset. In a hedging transaction, if the Advisor incorrectly
anticipates trends in the underlying asset, a Fund may be in a worse position
than if no hedging had occurred. In addition, there may be imperfect
correlation between a Fund's derivative transactions and the instruments being
hedged. To the extent that the Fund is engaging in derivative transactions for
risk management, the Fund's successful use of such transactions is more
dependent upon the Advisor's ability to correctly anticipate such trends, since
losses in these transactions may not be offset by gains in the Fund's portfolio
or in lower purchase prices for assets it intends to acquire. The Advisor's
prediction of trends in underlying assets may prove to be inaccurate, which
could result in substantial losses to a Fund.
A Fund may also use derivative instruments to make investments that are
consistent with a Fund's investment objective but that are impracticable or not
feasible in the cash market (e.g. using derivative instruments to create a
synthetic security or to derive exposure to a region or asset class when cash
markets are inefficient and/or illiquid). A Fund will only engage in this
strategy when the Advisor reasonably believes it to be more advantageous to the
Fund.
In addition to the derivative instruments and strategies described above, the
Advisor expects to discover additional derivative instruments and other trading
techniques. The Advisor may utilize these new derivative instruments and
techniques to the extent that they are consistent with a Fund's investment
objective and permitted by the Fund's investment limitations, operating
policies, and applicable regulatory authorities.
<PAGE>
MORTGAGE- AND ASSET-BACKED SECURITIES
Mortgage-backed securities represent direct or indirect participation 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 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. However, the underlying assets are not first-lien mortgage
loans or interests therein; rather, they include 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. Payments or distributions of principal and
interest on asset-backed securities may be supported by non-governmental credit
enhancements similar to those utilized in connection with mortgage-backed
securities.
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 a 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 a 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. Accelerated prepayments on
securities purchased by a Fund at a premium also impose a risk of loss of
principal because the premium may not have been fully amortized at the time the
principal is prepaid in full. The market for privately issued mortgage- and
asset-backed securities is smaller and less liquid than the market for
government-sponsored mortgage-backed securities.
The Funds 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 ("IO") and principal-only ("PO") classes, a
rate of prepayment that is faster or slower than anticipated may result in a
Fund failing to recover all or a portion of its investment, even though the
securities are rated investment grade.
SMALL AND MEDIUM COMPANIES
The Funds may invest a portion of their assets in the securities of small and
medium companies. While small and medium companies generally have potential for
rapid growth, investments in small and medium companies often involve greater
risks than investments in larger, more established companies because small and
medium 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 companies are
traded only OTC or on a regional securities exchange, and the
<PAGE>
frequency and volume of their trading is substantially less than is typical of
larger companies. Therefore, the securities of small and medium 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
a 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 a fund that invests in larger, more established companies.
DIVERSIFICATION
The American Utilities Fund is non-diversified. Because the Fund may invest a
larger portion of its assets in the securities of a single issuer than
diversified funds, an investment in the Fund may be subject to greater
fluctuations in value than an investment in a diversified fund.
ILLIQUID SECURITIES
Each Fund may invest up to 15% of its net assets in illiquid securities.
Illiquid securities are those securities that are not readily marketable,
including restricted securities and repurchase obligations maturing in more
than seven days. Certain restricted securities that may be resold to
institutional investors under Rule 144A under the Securities Act of 1933 and
Section 4(2) commercial paper may be determined to be liquid under guidelines
adopted by each Fund's Board of Directors.
CASH MANAGEMENT
Each 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 the Advisor (collectively, "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. Each Fund may also participate in pooled transactions involving cash and
short-term fixed income securities with other Strong Funds.
PORTFOLIO TURNOVER
Historical portfolio turnover rates for the Funds are listed under "Financial
Highlights." The annual portfolio turnover rate indicates changes in a Fund's
portfolio. The turnover rate may vary from year to year, as well as within a
year. It may also be affected by sales of portfolio securities necessary to
meet cash requirements for redemption of shares. High portfolio turnover in any
year will result in the payment by a Fund of above-average amounts of
transaction costs and could result in the payment by shareholders of
above-average amounts of taxes on realized investment gains. Under normal
market circumstances, the rate of portfolio turnover of the Blue Chip 100 and
Limited Resources Funds generally will not exceed 150%. However, during periods
in which the Advisor deems it advisable to
<PAGE>
engage in substantial short-term trading, the rate of portfolio turnover may
exceed 150%. The Asset Allocation and Total Return Funds each have a wide
investment scope and an active management investment policy, which may result
in higher portfolio turnover. The Asset Allocation Fund may engage in
substantial short-term trading that involves significant risk and may be deemed
speculative. Such trading will result in a higher portfolio turnover rate and
correspondingly higher brokerage costs.
ABOUT THE FUNDS
MANAGEMENT
The Board of Directors of each Fund is responsible for managing its business
and affairs. Each of the Funds has entered into an investment advisory
agreement (collectively, "Advisory Agreements") with Strong Capital Management,
Inc. ("Advisor"). Except for the management fee arrangements, the Advisory
Agreements are substantially identical. Under the terms of these agreements,
the Advisor manages each Fund's investments and business affairs subject to the
supervision of each Fund's Board of Directors.
Advisor. The Advisor began conducting business in 1974. Since then, its
principal business has been providing continuous investment supervision for
individuals and institutional accounts, such as pension funds and
profit-sharing plans, as well as mutual funds, several of which are funding
vehicles for variable insurance products. As of January 31, 1998, the Advisor
had over $28.6 billion under management. The Advisor's principal mailing
address is P.O. Box 2936, Milwaukee, Wisconsin 53201. Mr. Richard S. Strong,
the Chairman of the Board of each Fund, is the controlling shareholder of the
Advisor.
As compensation for its services, each Fund pays the Advisor a monthly
management fee based on a percentage of each Fund's average daily net asset
value. The annual rates are as follows: Limited Resources Fund, 1.00%; Asset
Allocation and Total Return Funds, .85% of the Fund's average daily net assets
up to $35,000,000 and .80% of each Fund's average daily net assets in excess of
$35,000,000; Equity Income and Growth and Income Funds, .80%; and American
Utilities and Blue Chip 100 Funds, .75%. From time to time, the Advisor may
voluntarily waive all or a portion of its management 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 a Fund's overall expense ratio and increase a Fund's overall return to
investors.
The Advisor, Reaves, and Scarborough each permit portfolio managers and other
persons who may have access to information about the purchase or sale of
securities in a Fund's portfolio ("access persons") to purchase and sell
securities for their own accounts, subject to their respective policies
governing personal investing. These policies require access persons to conduct
their personal investment activities in a manner that the Advisor, Reaves or
Scarborough, respectively, each reasonably believes is not detrimental to the
Fund which it advises or to its other advisory clients. Among other things,
these policies require access persons to obtain preclearance before executing
personal trades and prohibits access persons from keeping profits derived from
the purchase or sale of the same security within 60 calendar days. See the SAI
for more information.
Subadvisor for American Utilities Fund. Under a subadvisory agreement ("Reaves
Subadvisory Agreement") between the Advisor and W.H. Reaves & Co., Inc.
("Reaves"), Reaves, subject to the oversight and supervision of the American
Utilities Fund's Board of Directors and the Advisor, provides a continuous
investment program for the American Utilities Fund. Under the Reaves
Subadvisory Agreement, Reaves is
<PAGE>
responsible for determining the securities to be purchased and sold by the Fund
and for executing those transactions. However, the Advisor is responsible for
managing the cash-equivalent investment maintained by the Fund in the ordinary
course of its business, which is expected to equal approximately 5% - 7% of the
Fund's total assets. As compensation for its services, the Advisor (not the
Fund) pays Reaves a monthly fee at an annual rate of .50% on the first $200
million of the Fund's average daily net assets plus 40% of the Advisor's net
management fee (after any waivers thereof) on that portion of the Fund's
average daily net assets in excess of $200 million except that the foregoing
percentage will be 50% on those average daily net assets between $1.0 billion
and $1.5 billion. Reaves bears all of its own expenses in providing subadvisory
services to the Fund.
Reaves began conducting business in 1961. Since then, its principal business
has been providing continuous investment supervision to institutional investors
such as corporations, corporate pension funds, employee savings plans,
foundations, and endowments. Reaves is a Delaware corporation. Mr. William H.
Reaves is the controlling shareholder of Reaves. As of January 31, 1998, Reaves
had over $1.5 billion under management. Its address is 10 Exchange Place,
Jersey City, New Jersey 07302.
Reaves may also act as a broker for the American Utilities Fund. In order for
Reaves to effect any portfolio transactions for the Fund on an exchange, the
commissions, fees, or other remuneration received by Reaves must be reasonable
and fair compared to the commissions, fees, or other remuneration paid to other
brokers in connection with transactions involving similar securities being
purchased or sold on any exchange during a comparable period of time. This
standard allows Reaves to receive no more than the remuneration that would be
expected to be received by an unaffiliated broker in a commensurate
arm's-length transaction.
HISTORICAL PERFORMANCE DATA OF REAVES
The following table sets forth the composite performance data of Reaves
relating to the historical performance of actual, fee-paying, discretionary
equity accounts and the designated equity portion (including designated cash
reserves) of balanced accounts with assets over $1 million ("Equity Accounts")
managed by Reaves, since the dates indicated, that have investment objectives,
policies, strategies, and risks substantially similar to those of the American
Utilities Fund. The data is provided to illustrate the past performance of
Reaves in managing substantially similar accounts as measured against the
Standard & Poor's 500 Stock Index ("S&P 500"), and does not represent the
performance of the American Utilities Fund. Performance is historical and does
not represent the future performance of the American Utilities Fund or of
Reaves.
Reaves' composite performance data shown below was calculated in accordance
with the recommended standards of the Association for Investment Management and
Research (commonly referred to as AIMR)* retroactively applied for all time
periods. All returns presented were calculated on a total return basis and
include all dividends and interest, accrued income, and realized and unrealized
gains and losses. All returns reflect the deduction of investment management
fees, brokerage commissions, and execution costs paid by the Equity Accounts,
without provision for federal or state income taxes. Custodial fees, if any,
were not included in the calculation. Securities transactions are accounted for
on the trade date and accrual accounting is utilized. Cash and equivalents are
included in performance returns. The composite's returns are calculated on a
time-weighted basis.
The Equity Accounts that are included in Reaves' composite are not subject to
the same type of expenses to which the American Utilities Fund is subject nor
to the diversification requirements, specific tax restrictions, and investment
limitations imposed on the American Utilities Fund by the Investment Company
Act of 1940 or Subchapter M of the IRC.
<PAGE>
Consequently, the performance results for Reaves' composite could have been
adversely affected if the Equity Accounts included in the composite had been
regulated under the federal securities laws and Subchapter M of the IRC.
* AIMR is a non-profit membership and education organization with more than
60,000 members worldwide that, among other things, has formulated a set of
performance presentation standards for investment advisers. These AIMR
performance presentation standards are intended to (i) promote full and fair
presentations by investment advisers of their performance results, and (ii)
ensure uniformity in reporting so that performance results of investment
advisers are directly comparable.
The investment results of Reaves' composite presented below have been audited
for all periods presented up to June 30, 1997. Reaves has its composite
performance audited every three years. The investment results presented are not
intended to predict or suggest the future returns of the Fund. Investors should
be aware that the use of a methodology different than that used below to
calculate performance could result in different performance data.
Subadvisor's
Equity
Time Period Composite S&P 500(1)
Average Annual Returns (as of 12/31/97)
1 Year 12.2% 2.9%
3 Year 28.3% 33.4%
5 Year 23.9% 31.2%
10 Year 16.3% 20.3%
15 Year 15.3% 18.0%
1/1/78 3/412/31/97(2) 17.9% 17.4%
Cumulative Returns 17.7% 16.6%
1/1/78 3/4 12/31/97(2) 2492.0% 2054.2%
(1) The S&P 500 Stock Index is an unmanaged index generally representative
of the U.S. stock market. The index does not reflect investment management
fees, brokerage commissions, and other expenses associated with investing in
equity securities.
(2) Reaves' Equity Composite began on January 1, 1978.
Subadvisor for Limited Resources Fund. Under a subadvisory agreement
("Scarborough Subadvisory Agreement") between the Advisor and Scarborough
Investment Advisers LLC ("Scarborough"), Scarborough, subject to the oversight
and supervision of the Fund's Board of Directors and the Advisor, provides a
continuous investment program for the Fund. Under the Scarborough Subadvisory
Agreement, Scarborough is responsible for determining the securities to be
purchased or sold by the Fund and for executing those transactions. However,
the Advisor is responsible for managing the cash-equivalent investment
maintained by the Fund in the ordinary course of business, which on average is
expected to equal approximately 5% of the Fund's total assets. As compensation
for its services, the Advisor (not the Fund) pays Scarborough a monthly fee at
an annual rate of (i) .50% of the Fund's average daily net asset value on the
first $250 million of the Fund's net assets, (ii) .40% of the Fund's average
daily net asset value on the Fund's net assets over $250 million and up to
$1.25 billion, and (iii) .35% of the Fund's average daily net asset value on
the Fund's net assets over $1.25 billion. Scarborough bears all of its own
expenses in providing subadvisory services to the Fund.
Scarborough began conducting business in 1996. Since then, its principal
business has been providing continuous investment supervision to institutional
investors and high net worth clients. Scarborough is a Delaware corporation.
Mr. J. Richard Walton, Scarborough's President and Chief Investment Officer, is
the controlling shareholder of Scarborough. As of January 31, 1998, Scarborough
had over $11.6 million under management. Its address is 399 Park Avenue, 20th
Floor, New York, New York 10022.
Portfolio Managers. The following individuals serve as portfolio managers for
the Funds.
STRONG ASSET ALLOCATION FUND
Equity Component
Rimas M. Milaitis. Mr. Milaitis serves as the portfolio manager of the equity
portion of the Fund. Mr. Milaitis joined the Advisor in December of 1995. For
the previous four years, he managed several conservative equity portfolios at
Aon Advisors, Inc. ("AAI") in Chicago, Illinois. For two years prior to that,
he served as an equity trader to AAI. Prior to working at AAI, Mr. Milaitis
served for three years as an equity portfolio assistant to the Illinois State
Board of Investment. Mr. Milaitis received his B.S. in Economics in 1984 from
Illinois State University and his M.B.A. in Finance in 1991 from DePaul
University.
Bond and Cash Components
Bradley C. Tank. Mr. Tank co-manages the bond and cash portions of the Fund.
Before joining the Advisor June 1990, he spent eight years at Salomon Brothers
Inc., where he was a fixed-income specialist and, for the last six years, a
vice president. Mr. Tank received his B.A. in English in 1980 from the
University of Wisconsin-Eau Claire and his M.B.A. in Finance in 1982 from the
University of Wisconsin-Madison, where he also completed the Applied Securities
Analysis Program. Mr. Tank currently chairs the Advisor's Fixed Income
Investment Committee.
Jeffrey A. Koch. Mr. Koch co-manages the bond and cash portions of the Fund.
Mr. Koch joined the Advisor as a portfolio manager and securities analyst in
June 1989. For a brief period prior to that, he was a market-maker clerk at
Fossett Corporation, a clearing firm. Mr. Koch received his B.A. in Economics
in 1987 from the University of Minnesota-Morris and his M.B.A. in Finance in
1989 from Washington University in St. Louis. Mr. Koch is also a Chartered
Financial Analyst. Mr. Koch has co-managed the Fund since December 1994.
<PAGE>
STRONG AMERICAN UTILITIES FUND
William H. Reaves. Mr. Reaves, the Fund's senior co-manager, has been the
President and Chief Investment Officer, Portfolio Manager, and Utilities
Analyst of Reaves since 1961. He has worked as a utilities analyst since 1946.
William A. Ferer. Mr. Ferer, a co-manager of the Fund, has been a Vice
President, Portfolio Manager, and Energy Analyst of Reaves since 1987. He has
worked as a securities analyst since 1971.
Ronald J. Sorenson. Mr. Sorenson, a co-manager of the Fund, has been a Vice
President and Portfolio Manager of Reaves since 1991. For three years prior to
that, he was a partner and portfolio manager of PVF Inc., an investment
advisory firm. For a two-year period prior to that, Mr. Sorenson was the
Chairman of the Board and Chairman of the Investment Committee of The American
Life Insurance Company of New York. Mr. Sorenson has acted as President of RWS
Energy Services, Chief Financial Officer of Emerging Market Services A.G.,
Controller of Triad Holding Corporation S.A., and was a C.P.A. for Arthur Young
& Co.
Mark D. Luftig. Mr. Luftig, a co-manager of the Fund, has been a Vice President
and Utilities Analyst of Reaves since January 1995. Prior to joining Reaves, he
was the Executive Vice President and Director of Equity Research at Kemper
Securities, Inc., where he worked since 1992. For approximately three years
prior to that, Mr. Luftig served as the Vice President of the National Economic
Research Association, Inc. From 1975 until 1989, he worked at Salomon Brothers
Inc. as the Director of Research.
STRONG BLUE CHIP 100 FUND
Karen E. McGrath. Ms. McGrath serves as the portfolio manager of the Fund. Ms.
McGrath, a Chartered Financial Analyst with more than 25 years of investment
experience, joined the Advisor in October 1995. For two years prior to joining
the Advisor, she served as a portfolio manager of equity accounts and President
of National Investment Services, Inc. ("NIS"). From January 1990 until December
1993, she served as a portfolio manager of equity accounts and Vice President
and Senior Vice President of National Investment Services of America, Inc., a
predecessor organization to NIS. Ms. McGrath began her career at Loomis Sayles
& Company, Inc., where she worked as a portfolio manager of equity accounts for
over 15 years. Ms. McGrath received her B.S. in Accounting in 1959 from
Marquette University. Ms. McGrath has managed the Fund since its inception in
June 1997.
STRONG TOTAL RETURN FUND
Ronald C. Ognar. Mr. Ognar co-manages the Fund. Mr. Ognar, a Chartered
Financial Analyst with more than 25 years of investment experience, joined the
Advisor in April 1993 after two
<PAGE>
years as a principal and portfolio manager with RCM Capital Management. For
approximately three years prior to that, he was a portfolio manager at Kemper
Financial Services in Chicago. Mr. Ognar began his investment career in 1968 at
LaSalle National Bank in Chicago after serving two years in the U.S. Army. Mr.
Ognar received his B.S. in Accounting in 1968 from the University of Illinois.
Mr. Ognar has co-managed the Fund since December 1994.
Ian J. Rogers. In October 1994, Mr. Rogers joined Mr. Ognar as co-portfolio
manager of the Fund. Mr. Rogers has worked with Mr. Ognar as an equity analyst
since joining the Advisor in August 1993. Prior to joining the Advisor, Mr.
Rogers worked for seven years as an equity analyst with Kemper Financial
Services in Chicago. For approximately two years prior to that, he was an
equity analyst for Allstate Insurance. Mr. Rogers began his investment career
in 1983 as an equity analyst for Comerica Bank in Detroit. Mr. Rogers received
his B.S. in Business Administration in 1966 from Ferris State College and his
M.B.A. in Finance in 1983 from Central Michigan University.
STRONG EQUITY INCOME FUND
STRONG GROWTH AND INCOME FUND
Rimas M. Milaitis. Information concerning Mr. Milaitis is set forth above under
"Strong Asset Allocation Fund".
STRONG LIMITED RESOURCES FUND
Mark A. Baskir. Mr. Baskir manages the Fund. Mr. Baskir, a Chartered Financial
Analyst with more than 30 years of investment experience, joined Scarborough in
February 1997. Prior to joining Scarborough, he was an investment adviser at
Peckland Associates. Prior to that, Mr. Baskir worked at Neuberger & Berman
LLC, which he joined in 1970. While at Neuberger & Berman, he specialized in
energy stocks as a research analyst (1970-96) and as the portfolio manager
(1983-96) for separate accounts. From 1987-92, he managed or co-managed the
Energy Fund (now called the Focus Fund). Mr. Baskir received his B.A. in
Political Science from Princeton University in 1964 and an M.B.A. from the
Columbia University Graduate School of Business Administration in 1967.
TRANSFER AND DIVIDEND-DISBURSING AGENT
The Advisor, P.O. Box 2936, Milwaukee, Wisconsin 53201, also acts as
dividend-disbursing agent and transfer agent for the Funds. The Advisor is
compensated for its services based on an annual fee per account plus certain
out-of-pocket expenses. The fees received and the services provided as transfer
agent and dividend-disbursing agent are in addition to those received and
provided under the Advisory Agreements between the Advisor and the Funds.
DISTRIBUTOR
Strong Funds Distributors, Inc., P.O. Box 2936, Milwaukee, Wisconsin 53201, an
indirect subsidiary of the Advisor, acts as distributor of the shares of the
Funds.
<PAGE>
ORGANIZATION
Shareholder Rights. The Asset Allocation and Total Return Funds are Wisconsin
corporations that are authorized to issue an indefinite number of shares of
common stock and series and classes of series of shares of common stock. The
American Utilities Fund, Equity Income, Growth and Income, Blue Chip 100, and
Limited Resources Funds are series of common stock of Strong Conservative
Equity Funds, Inc., a Wisconsin corporation that is authorized to issue an
indefinite number of shares of common stock and series and classes of series of
shares of common stock. Each share of the Funds has one vote, and all shares
participate equally in dividends and other capital gains distributions by the
respective Fund and in the residual assets of the respective Fund in the event
of liquidation. Certificates will be issued for shares held in your account
only upon your written request. You will, however, have full shareholder rights
whether or not you request certificates. Generally, the Funds will not hold an
annual meeting of shareholders unless required by the 1940 Act. Shareholders
have certain rights, including the right to call an annual meeting upon a vote
of 10% of the Fund's outstanding shares for the purpose of voting to remove one
or more directors or to transact any other business. The 1940 Act requires the
Fund to assist the shareholders in calling such a meeting.
Shareholder Privileges. The shareholders of each Fund may benefit from the
privileges described in the "Shareholder Manual" (see Page II-1). However,
each Fund reserves the right, at any time and without prior notice, to suspend,
limit, modify, or terminate any of these privileges or their use in any manner
by any person or class.
DISTRIBUTIONS AND TAXES
Payment Of Dividends And Other Distributions. Unless you choose otherwise, all
your dividends and capital gains distributions will be automatically reinvested
in additional Fund shares. Or, you may elect to have all your dividends and
capital gain distributions from a Fund automatically invested in additional
shares of another Strong Fund. Shares are purchased at the net asset value
determined on the payment date. If you request in writing that your dividends
and other distributions be paid in cash, a Fund will credit your bank account
by Electronic Funds Transfer ("EFT") or issue a check to you within five
business days of the payment date. You may change your election at any time by
calling or writing the Fund. The Fund must receive any such change 7 days (15
days for EFT) prior to a dividend or capital gain distribution payment date in
order for the change to be effective for that payment. The policy of each Fund
is to pay dividends from net investment income quarterly and to distribute
substantially all net realized capital gains and gains from foreign currency
transactions annually. Each Fund may make additional distributions if necessary
to avoid imposition of a 4% excise tax on undistributed income and gains.
If you have chosen to receive dividends and/or capital gain distributions in
cash and the postal or other delivery service is unable to deliver checks to
your address of record, your distribution option will automatically be
converted to having all dividend and other distributions reinvested in
additional Fund shares. No interest will accrue on amounts represented by
uncashed distribution or redemption checks.
Tax Status Of Dividends And Other Distributions. You will be subject to federal
income tax at ordinary income tax rates on any dividends you receive that are
derived from investment company taxable income (consisting generally of net
investment income, net short-term capital gain, and net gains from certain
foreign currency transactions, if any). Distributions of net capital gain (the
excess of net long-term capital gain over net short-term capital loss), when
designated as such by a Fund, are taxable to you as long-term capital gains,
regardless of how long you have held your Fund shares. The Funds' 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.
<PAGE>
If a Fund's distributions exceed its investment company taxable income and net
capital gain in any year, as a result of currency-related losses or otherwise,
all or a portion of those distributions may be treated as a return of capital
to shareholders for tax purposes.
Year-End Tax Reporting. After the end of each calendar year, you will receive a
statement (Form 1099) of the federal income tax status of all dividends and
other distributions paid (or deemed paid) during the year.
Shares Sold or Exchanged. Your redemption of shares of the Fund may result in
taxable gain or loss to you, depending upon whether the redemption proceeds
payable to you are more or less than your adjusted cost basis for the redeemed
shares. Similar tax consequences generally will result from an exchange of
shares of the Fund for shares of another Strong Fund. If you purchase shares of
a Fund within 30 days before or after redeeming shares of the same Fund at a
loss, a portion or all of that loss will not be deductible and will increase
the cost basis of the newly purchased shares. If you redeem shares out of a
non-IRA retirement account, you will be subject to withholding for federal
income tax purposes unless you transfer the distribution directly to an
"eligible retirement plan."
Buying a Distribution. A distribution paid shortly after you have purchased
shares in a Fund will reduce the net asset value of the shares by the amount of
the distribution, which nevertheless will be taxable to you even though it
represents a return of a portion of your investment.
Backup Withholding. If you are an individual or certain other noncorporate
shareholder and do not furnish a Fund with a correct taxpayer identification
number, the Fund is required to withhold federal income tax at a rate of 31%
(backup withholding) from all dividends, capital gain distributions, and
redemption proceeds payable to you. Withholding at that rate from dividends and
capital gain distributions payable to you also is required if you otherwise are
subject to backup withholding. To avoid backup withholding, you must provide a
taxpayer identification number and state that you are not subject to backup
withholding due to the underreporting of your income. This certification is
included as part of your application. Please complete it when you open your
account.
Tax Status of the Funds. Each Fund intends to continue to qualify for treatment
as a regulated investment company under Subchapter M of the IRC and, if so
qualified, will not be liable for federal income tax on earnings and gains
distributed to its shareholders in a timely manner.
This section is not intended to be a full discussion of present or proposed
federal income tax law and its effects on the Funds and investors therein. See
the SAI for a further discussion. There may be other federal, state, or local
tax considerations applicable to a particular investor. You are therefore urged
to consult your own tax adviser.
PERFORMANCE INFORMATION
Each Fund may advertise a variety of types of performance information,
including "average annual total return," "total return," "cumulative total
return," and "yield." Each of these figures is based upon historical results
and does not represent the future performance of a Fund. Average annual total
return and total return figures measure both the net investment income
generated by, and the effect of any realized and unrealized appreciation or
depreciation of, the underlying investments in a Fund assuming the reinvestment
of all dividends and distributions. Total
<PAGE>
return figures are not annualized and simply represent the aggregate change of
a Fund's investments over a specified period of time.
Yield is an annualized figure, which means that it is assumed that a Fund
generates the same level of net investment income over a one-year period. A
Fund's yield is a measure of the net investment income per share earned by the
Fund over a specific one-month period and is shown as a percentage of the net
asset value of the Fund's shares at the end of the period.
SHAREHOLDER MANUAL
HOW TO BUY SHARES II-1
DETERMINING YOUR SHARE PRICE II-5
HOW TO SELL SHARES................................... II-6
SHAREHOLDER SERVICES II-9
REGULAR INVESTMENT PLANS II-10
RETIREMENT PLAN SERVICES II-12
SPECIAL SITUATIONS II-12
HOW TO BUY SHARES
All the Strong Funds are 100% no-load, meaning you may purchase, redeem or
exchange shares directly at net asset value without paying a sales charge.
Because each Fund's net asset value changes daily, your purchase price will be
the next net asset value determined after the Fund receives and accepts your
purchase order.
Whether you are opening a new account or adding to an existing one, the Fund
provides you with several methods to buy its shares.
<PAGE>
TO OPEN A NEW ACCOUNT
MAIL By check
*Complete and sign the application. Make your
check or money order payable to "Strong Funds."
*Mail to Strong Funds, P.O. Box 2936, Milwaukee,
Wisconsin 53201. If you're using an express
delivery service, send to Strong Funds, 900
Heritage Reserve, Menomonee Falls, Wisconsin 53051.
By exchange
Call 1-800-368-3863 for instructions on establishing
an account with an exchange by mail.
TELEPHONE
1-800-368-3863
24 HOURS A DAY,
7 DAYS A WEEK
By exchange
* Call 1-800-368-3863 to establish a new account by exchanging funds from an
existing Strong Funds account.
* Sign up for telephone exchange services when you open your account. To add
the telephone exchange option to your account, call 1-800-368-3863 for a
Shareholder Account Options Form.
* Please note that your accounts must be identically registered and that you
must exchange enough into the new account to meet the minimum initial
investment.
Or use Strong DirectSM, Strong Funds' automated telephone response system. Call
1-800-368-7550.
IN PERSON
* Stop by our Investor Center in Menomonee Falls, Wisconsin. Call
1-800-368-3863 for hours and directions.
* The Investor Center can only accept checks or money orders.
WIRE
Call 1-800-368-3863 for instructions on opening an account by wire.
AUTOMATICALLY
Use Strong's "No-Minimum Investment Program."
* If you sign up for Strong's Automatic Investment Plan when you open your
account and contribute monthly, Strong Funds will waive the Fund's minimum
initial investment (see chart on page II-4).
* Complete the Automatic Investment Plan section on the account application.
* Mail to the address indicated on the application.
BROKER-DEALER
* You may purchase shares in the Fund through a broker-dealer or other
institution that may charge a transaction fee.
* Strong Funds may only accept requests to purchase shares into a broker-dealer
street name account from the broker-dealer.
35
<PAGE>
TO ADD TO AN EXISTING ACCOUNT
By check
* Complete an Additional Investment Form provided at the bottom of your account
statement, or write a note indicating your fund account number and
registration. Make your check or money order payable to "Strong Funds."
* Mail to Strong Funds, P.O. Box 2936, Milwaukee, Wisconsin 53201. If you're
using an express delivery service, send to Strong Funds, 900 Heritage Reserve,
Menomonee Falls, Wisconsin 53051.
By exchange
* Call 1-800-368-3863 for instructions on exchanging by mail.
By exchange
* Add to an account by exchanging funds from another Strong Funds account.
* Sign up for telephone exchange services when you open your account. To add
the telephone exchange option to your account, call 1-800-368-3863 for a
Shareholder Account Options Form.
* Please note that the accounts must be identically registered and that the
minimum exchange is $50 or the balance of your account, whichever is less.
By telephone purchase
* Sign up for telephone purchase when you open your account to make additional
investments from $50 to $25,000 into your Strong Funds account by telephone.
To add this option to your account, call 1-800-368-3863 for a Shareholder
Account Options Form.
Or use Strong Direct SM, Strong Funds' automated telephone response system.
Call 1-800-368-7550.
* Stop by our Investor Center in Menomonee Falls, Wisconsin. Call
1-800-368-3863 for hours and directions.
* The Investor Center can only accept checks or money orders.
Call 1-800-368-3863 for instructions on adding to an account by wire.
Use one of Strong's Automatic Investment Programs. Sign up for these services
when you open your account, or call 1-800-368-3863 for instructions on how to
add them to your existing account.
* Automatic Investment Plan. Make regular, systematic investments (minimum $50)
into your Strong Funds account from your bank checking or NOW account.
Complete the Automatic Investment Plan section on the account application.
* Automatic Exchange Plan. Make regular, systematic exchanges (minimum $50)
from one eligible Strong Funds account to another. Call 1-800-368-3863 for an
application.
* Payroll Direct Deposit. Have a specified amount (minimum $50) regularly
deducted from your paycheck, social security check, military allotment, or
annuity payment invested directly into your Strong Funds account. Call
1-800-368-3863 for an application.
* Automatic Dividend Reinvestment. Unless you choose otherwise, all your
dividends and capital gain distributions will be automatically reinvested in
additional Fund shares. Or, you may elect to have your dividends and capital
gain distributions automatically invested in shares of another Strong Fund.
* You may purchase additional shares in a Fund through a broker-dealer or other
institution that may charge a transaction fee.
* Strong Funds may only accept requests to purchase shares into a broker-dealer
street name account from the broker-dealer.
36
<PAGE>
WHAT YOU SHOULD KNOW ABOUT BUYING SHARES
* Please make all checks or money orders payable to "Strong Funds."
* We cannot accept third-party checks or checks drawn on banks outside the U.S.
* You will be charged a $20 service fee for each check, wire, or Electronic
Funds Transfer ("EFT") purchase that is returned unpaid, and you will be
responsible for any resulting losses suffered by a Fund.
* Further documentation may be requested from corporations, executors,
administrators, trustees, guardians, agents, or attorneys-in-fact.
* A Fund reserves the right to decline to accept your purchase order upon
receipt for any reason.
* Minimum Investment Requirements:
To open a regular account
Total Return and Asset Allocation Funds $250
American Utilities Fund $1,000
Equity Income, Growth and Income, Blue Chip 100,
and Limited Resources Funds $2,500
To open a regular IRA, Roth IRA, or one-person SEP account $250
To open an Education IRA account $500*
To open an UGMA/UTMA account $250
To open a SIMPLE, SEP-IRA, Keogh, Profit Sharing the lesser of $250
or Money Purchase Pension Plan, or 403(b) account or $25 per month
To open a qualified retirement plan account where the Advisor
or a financial intermediary provides administrative services No Minimum
To add to an existing account $50
* Not eligible for the Automatic Investment Plan and No-Minimum Investment
Program.
The Funds offer a No-Minimum Investment Program that waives the minimum initial
investment requirements for investors who participate in the Strong Automatic
Investment Plan and invest monthly
37
<PAGE>
(described on page II-11). Unless you participate in the Strong No-Minimum
Investment Program, please ensure that your purchases meet the minimum
investment requirements.
Under certain circumstances (for example, if you discontinue a No-Minimum
Investment Program before you reach a Fund's minimum initial investment), each
Fund reserves the right to close your account. Before taking such action, a
Fund will provide you with written notice and at least 60 days in which to
reinstate an investment program or otherwise reach the minimum initial
investment required.
DETERMINING YOUR SHARE PRICE
Generally, when you make any purchases, sales, or exchanges, the price of your
shares will be the net asset value ("NAV") next determined after Strong Funds
receives your request in proper form. If Strong Funds receives such request
prior to the close of the New York Stock Exchange (the "Exchange") on a day on
which the Exchange is open, your share price will be the NAV determined that
day. The NAV for each Fund is normally determined as of 3:00 p.m. Central Time
("CT") each day the Exchange is open. The Funds reserve the right to change the
time at which purchases, redemptions, and exchanges are priced if the Exchange
closes at a time other than 3:00 p.m. CT or if an emergency exists. Each
Fund's NAV is calculated by taking the fair value of a Fund's total assets,
subtracting all its liabilities, and dividing by the total number of shares
outstanding. Expenses are accrued and applied daily when determining the NAV.
A Fund's portfolio securities are valued based on market quotations or at fair
value as determined by the method selected by each Fund's Board of Directors.
Equity securities traded on a national securities exchange or NASDAQ are valued
at the last sales price on the national securities exchange or NASDAQ on which
such securities are primarily traded. Securities traded on NASDAQ for which
there were no transactions on a given day or securities not listed on an
exchange or NASDAQ are valued at the average of the most recent bid and asked
prices. Other exchange traded securities (generally foreign securities) will be
valued based on market quotations. Debt securities are valued by a pricing
service that utilizes electronic data processing techniques to determine values
for normal institutional-sized trading units of debt securities without regard
to sale or bid prices when such techniques are believed to more accurately
reflect the fair market value for such securities. Otherwise, sale or bid
prices are used. Any securities or other assets for which market quotations are
not readily available are valued at fair value as determined in good faith by
the Board of Directors. Debt securities having remaining maturities of 60 days
or less are valued by the amortized cost method when the Board of Directors
determines that the fair value of such securities is their amortized cost.
Under this method of valuation, a security is initially valued at its
acquisition cost, and thereafter, amortization of any discount or premium is
assumed each day, regardless of the impact of the fluctuating rates on the
market value of the instrument.
Securities quoted in foreign currency are valued daily in U.S. dollars at the
foreign currency exchange rates that are prevailing at the time the daily NAV
per share is determined. Although the Funds value their foreign assets in U.S.
dollars on a daily basis, they do not intend to convert their holdings of
foreign currencies into U.S. dollars on a daily basis. Foreign currency
exchange rates are generally determined prior to the close of trading on the
Exchange. Occasionally, events affecting the value of foreign investments and
such exchange rates occur between the time at which they are determined and the
close of trading on the Exchange. Such events would not normally be reflected
in a calculation of a Fund's NAV on that day. If events that materially affect
the value of a Fund's foreign investments or the foreign currency exchange
rates occur during such period, the investments will be valued at their fair
value as determined in good faith by or under the direction of the Board of
Directors.
HOW TO SELL SHARES
39
<PAGE>
You can access the money in your account at any time by selling (redeeming)
some or all of your shares back to the Fund. Once your redemption request is
received in proper form, Strong will normally mail you the proceeds the next
business day and, in any event, no later than seven days thereafter.
To redeem shares, you may use any of the methods described in the following
chart. However, if you are selling shares in a retirement account, please call
1-800-368-3863 for instructions. Please note that there is a $10.00 fee for
closing an IRA or other retirement account or for transferring assets to
another custodian. For your protection, certain requests may require a
signature guarantee. (See "Special Situations - Signature Guarantees.")
TO SELL SHARES
MAIL
For your protection certain redemption requests may require a signature
guarantee. See "Special Situations - Signature Guarantees."
For individual, joint tenant, and UGMA/UTMA accounts
* Write a "letter of instruction" that includes the following information: your
account number, the dollar amount or number of shares you wish to redeem, each
owner's name, your street address, and the signature of each owner as it
appears on the account.
* Mail to Strong Funds, P.O. Box 2936, Milwaukee, Wisconsin 53201. If you're
using an express delivery service, send to 900 Heritage Reserve, Menomonee
Falls, Wisconsin 53051.
For trust accounts
* Same as above. Please ensure that all trustees sign the letter of
instruction.
For other registrations
* Call 1-800-368-3863 for instructions.
TELEPHONE
1-800-368-3863
24 HOURS A DAY,
7 DAYS A WEEK
Sign up for telephone redemption services when you open your account by
checking the "Yes" box in the appropriate section of the account application.
To add the telephone redemption option to your account, call 1-800-368-3863 for
a Shareholder Account Options Form.
Once the telephone redemption option is in place, you may sell shares by phone
and arrange to receive the proceeds in one of three ways:
To receive a check by mail
* At no charge, we will mail a check to the address to which your account is
registered.
To deposit by EFT
40
<PAGE>
* At no charge, we will transmit the proceeds by Electronic Funds Transfer
(EFT) to a pre-authorized bank account. Usually, the funds will arrive at your
bank two banking days after we process your redemption.
To deposit by wire
* For a $10 fee, we will transmit the proceeds by wire to a pre-authorized bank
account. Usually, the funds will arrive at your bank the next banking day after
we process your redemption.
You may also use Strong DirectSM, Strong Funds' automated telephone response
system. Call 1-800-368-7550.
AUTOMATICALLY
You can set up automatic withdrawals from your account at regular intervals. To
establish the Systematic Withdrawal Plan, request a form by calling
1-800-368-3863.
BROKER-DEALER
You may also redeem shares through broker-dealers or financial intermediaries
who may charge a transaction fee.
WHAT YOU SHOULD KNOW ABOUT SELLING SHARES
* If you have recently purchased shares, please be aware that your redemption
request may not be honored until the purchase check or electronic transaction
has cleared your bank, which generally occurs within ten calendar days.
* You will be charged a $10 service fee for a stop-payment and replacement of a
redemption or dividend check.
* The right of redemption may be suspended during any period in which (i)
trading on the Exchange is restricted, as determined by the SEC, or the
Exchange is closed for other than weekends and holidays; (ii) the SEC has
permitted such suspension by order; or (iii) an emergency as determined by the
SEC exists, making disposal of portfolio securities or valuation of net assets
of a Fund not reasonably practicable.
* If you are selling shares you hold in certificate form, you must submit the
certificates with your redemption request. Each registered owner must endorse
the certificates and all signatures must be guaranteed.
* Further documentation may be requested from corporations, executors,
administrators, trustees, guardians, agents, or attorneys-in-fact.
REDEMPTIONS IN KIND
If the Advisor determines that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in securities
or other financial assets, valued for this purpose as they are valued in
computing the NAV for a Fund's shares. Shareholders receiving securities or
other financial assets on redemption may realize a gain or loss for tax
purposes, and will incur any costs of sale, as well as the associated
inconveniences.
WHAT YOU SHOULD KNOW ABOUT TELEPHONE REDEMPTIONS
* The Funds reserve the right to refuse a telephone redemption if they believe
it advisable to do so.
41
<PAGE>
* Once you place your telephone redemption request, it cannot be canceled or
modified.
* Investors will bear the risk of loss from fraudulent or unauthorized
instructions received over the telephone provided that the Funds reasonably
believe that such instructions are genuine. The Funds and their transfer agent
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine. The Funds may incur liability if they do not follow
these procedures.
* Because of increased telephone volume, you may experience difficulty in
implementing a telephone redemption during periods of dramatic economic or
market changes. In these situations, investors may want to consider using
StrongDirectSM, our automated telephone system, to effect such a transaction by
calling 1-800-368-7550.
SHAREHOLDER SERVICES
INFORMATION SERVICES
24-Hour Assistance. Strong Funds has registered representatives available to
help you 24 hours a day, 7 days a week. Call 1-414-359-1400 or toll-free
1-800-368-3863. You may also write to Strong Funds at the address on the cover
of this Prospectus, or e-mail us at [email protected].
Strong DirectSM Automated Telephone System. Also available 24 hours a day, the
Strong DirectSM automated response system enables you to use a touch-tone phone
to hear fund quotes and returns on any Strong Fund. You may also confirm
account balances, hear records of recent transactions and dividend activity
(1-800-368-5550), and perform purchases, exchanges or redemptions among your
existing Strong accounts (1-800-368-7550). You may also perform an exchange to
open a new Strong account provided that your account has the telephone exchange
option. Please note that your accounts must be identically registered and you
must exchange enough into the new account to meet the minimum initial
investment. Your account information is protected by a personal code.
Strong netDirectSM. Available 24 hours a day from your personal computer,
Strong netDirectSM allows you to use the Internet to access your Strong Funds
account information. You may access specific account history, view current
account balances, obtain recent dividend activity, and perform purchases,
exchanges, or redemptions among your existing Strong accounts.
To register for netDirect, please visit our web site at
http://www.strong-funds.com. Your account information is protected by a
personal password and Internet encryption technology. For more information on
this service, please call 1-800-359-3379 or e-mail us at
[email protected].
Statements and Reports. At a minimum, each Fund will confirm all transactions
for your account on a quarterly basis. We recommend that you file each
quarterly statement - and, especially, each calendar year-end statement - with
your other important financial papers, since you may need to refer to them at a
later date for tax purposes. Should you need additional copies of previous
statements, you may order confirmation statements for the current and preceding
year at no charge. Statements for earlier years are available for $10 each.
Call 1-800-368-3863 to order past statements.
Each year, you will also receive a statement confirming the tax status of any
distributions paid to you, as well as an annual report containing audited
financial statements and a semi-annual report.
To reduce the volume of mail you receive, only one copy of certain materials,
such as prospectuses and shareholder reports, is mailed to your household. Call
1-800-368-3863 if you wish to receive additional copies, free of charge.
42
<PAGE>
More complete information regarding each Fund's investment policies and
services is contained in its SAI, which you may request by calling or writing
Strong Funds at the phone number and address on the cover of this Prospectus.
Changing Your Account Information. So that you continue receiving your Strong
correspondence, including any dividend checks and statements, please notify us
in writing as soon as possible or call us at 1-800-368-3863 if your address
changes. You may use the Additional Investment Form at the bottom of your
confirmation statement, or simply write us a letter of instruction that
contains the following information:
1. a written request to change the address,
2. the account number(s) for which the address is to be changed,
3. the new address, and
4. the signatures of all owners of the accounts.
Please send your request to the address on the cover of this Prospectus.
Changes to an account's registration - such as adding or removing a joint
owner, changing an owner's name, or changing the type of your account - must
also be submitted in writing. Please call 1-800-368-3863 for instructions. For
your protection, some requests may require a signature guarantee.
TRANSACTION SERVICES
Exchange Privilege. You may exchange shares between identically registered
Strong Funds accounts, either in writing, by telephone, or through your
personal computer. By establishing exchange services, you authorize the Fund
and its agents to act upon your instruction through the telephone or personal
computer to exchange shares from any account you specify. For tax purposes, an
exchange is considered a sale and a purchase of Fund shares. Please obtain and
read the appropriate prospectus before investing in any of the Strong Funds.
Since an excessive number of exchanges may be detrimental to the Funds, each
Fund reserves the right to discontinue the exchange privilege of any
shareholder at any time.
REGULAR INVESTMENT PLANS
Strong Funds' Automatic Investment Plan, Payroll Direct Deposit Plan, and
Automatic Exchange Plan, all discussed below, 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, you 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, your average cost
per share may be less than your 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, you should consider your ability to continue the
program through periods of both low and high share-price levels.
Automatic Investment Plan. The Automatic Investment Plan allows you to make
regular, systematic investments in a Fund from your bank checking, savings, or
NOW account. You may choose to make investments on any day of the month in
amounts of $50 or more. You can set up the Automatic Investment Plan with any
financial institution that is a member of the Automated Clearing House. Because
each Fund has the right to close an investor's account for failure to reach the
minimum initial
42
<PAGE>
investment, please consider your ability to continue this Plan until you reach
the minimum initial investment. To establish the Plan, complete the Automatic
Investment Plan section on the account application, or call 1-800-368-3863 for
an application.
Payroll Direct Deposit Plan. Once you meet a Fund's minimum initial investment
requirement, you may purchase additional Fund shares through the Payroll Direct
Deposit Plan. Through this Plan, periodic investments (minimum $50) are made
automatically from your payroll check into your existing Fund account. By
enrolling in the Plan, you authorize your employer or its agents to deposit a
specified amount from your payroll check into the Fund's bank account. In most
cases, your Fund account will be credited the day after the amount is received
by the Fund's bank. In order to participate in the Plan, your employer must
have direct deposit capabilities through the Automated Clearing House available
to its employees. The Plan may be used for other direct deposits, such as
social security checks, military allotments, and annuity payments.
To establish Direct Deposit for your account, call 1-800-368-3863 to request a
form. Once the Plan is established, you may alter the amount of the deposit,
alter the frequency of the deposit, or terminate your participation in the
program by notifying your employer.
Automatic Exchange Plan. The Automatic Exchange Plan allows you to make
regular, systematic exchanges (minimum $50) from one Strong Funds account into
another Strong Funds account. By setting up the Plan, you authorize the Fund
and its agents to redeem a set dollar amount or number of shares from the first
account and purchase shares of a second Strong Fund. In addition, you authorize
a Fund and its agents to accept telephone instructions to change the dollar
amount and frequency of the exchange. An exchange transaction is a sale and
purchase of shares for federal income tax purposes and may result in a capital
gain or loss. To establish the Plan, request a form by calling 1-800-368-3863.
To participate in the Automatic Exchange Plan, you must have an initial account
balance of $2,500 in the first account and at least the minimum initial
investment in the second account. Exchanges may be made on any day or days of
your choice. If the amount remaining in the first account is less than the
exchange amount you requested, then the remaining amount will be exchanged. At
such time as the first account has a zero balance, your participation in the
Plan will be terminated. You may also terminate the Plan at any time by calling
or writing to the Fund. Once participation in the Plan has been terminated for
any reason, to reinstate the Plan you must do so in writing; simply investing
additional funds will not reinstate the Plan.
Systematic Withdrawal Plan. You can set up automatic withdrawals from your
account at regular intervals. To begin distributions, you must have an initial
balance of $5,000 in your account and withdraw at least $50 per payment. To
establish the Systematic Withdrawal Plan, request a form by calling
1-800-368-3863. Depending upon the size of the account and the withdrawals
requested (and fluctuations in net asset value of the shares redeemed),
redemptions for the purpose of satisfying such withdrawals may reduce or even
exhaust the account. If the amount remaining in the account is not sufficient
to meet a Plan payment, the remaining amount will be redeemed and the Plan will
be terminated.
RETIREMENT PLAN SERVICES
We offer a wide variety of retirement plans for individuals and institutions,
including large and small businesses. For information on IRAs, including Roth
IRAs, or SEP-IRAs for a one-person business, call 1-800-368-3863. If you are
interested in opening a 401(k) or other company-sponsored retirement plan
(SIMPLE, SEP, Keogh, 403(b)(7), pension or profit sharing), call 1-800-368-2882
and a Strong Retirement Plan Specialist will help you determine which
retirement plan would be best for your company. Complete instructions about
how to establish and maintain your plan and how to open accounts for you and
your employees will be included in the retirement plan kit you receive in the
mail.
SPECIAL SITUATIONS
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Power Of Attorney. If you are investing as attorney-in-fact for another person,
please complete the account application in the name of such person and sign the
back of the application in the following form: "[applicant's name] by [your
name], attorney-in-fact." To avoid having to file an affidavit prior to each
transaction, please complete the Power of Attorney form available from Strong
Funds at 1-800-368-3863. However, if you would like to use your own power of
attorney form, please call the same number for instructions.
Corporations and Trusts. If you are investing for a corporation, please include
with your account application a certified copy of your corporate resolution
indicating which officers are authorized to act on behalf of the corporation.
As an alternative, you may complete a Certification of Authorized Individuals,
which can be obtained from the Funds. Until a valid corporate resolution or
Certification of Authorized Individuals is received by the Fund, services such
as telephone and wire redemption will not be established.
If you are investing as a trustee (including trustees of a retirement plan),
please include the date of the trust. All trustees must sign the application.
If they do not, services such as telephone and wire redemption will not be
established. All trustees must sign redemption requests unless proper
documentation to the contrary is provided to the Fund. Failure to provide these
documents or signatures as required when you invest may result in delays in
processing redemption requests.
Financial Intermediaries. If you purchase or redeem shares of a 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 a 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. We urge you to consult your financial
intermediary for more information regarding these matters. In addition, a 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 provided, however, that 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.
Certain financial intermediaries may charge an advisory, transaction, or other
fee for their services. You will not be charged for such fees if your purchase
or redeem your Fund shares directly from a Fund without the intervention of a
financial intermediary.
Signature Guarantees. A signature guarantee is designed to protect you 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 you add the telephone redemption option to your existing account;
* if you transfer the ownership of your account to another individual or
organization;
* when you submit a written redemption request for more than $50,000;
* when you request to redeem or redeposit shares that have been issued in
certificate form;
* if you open an account and later decide that you want certificates;
* when you request that redemption proceeds be sent to a different name or
address than is registered on your account;
* if you add/change your name or add/remove an owner on your account; and
* if you add/change the beneficiary on your transfer on death account.
45
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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.
APPENDIX
RATINGS OF DEBT OBLIGATIONS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
STANDARD & POOR'S MOODY'S INVESTOR DUFF & PHELPS THOMSON
DEFINITION RATINGS GROUP SERVICES FITCH IBCA, INC. RATING CO. BANKWATCH, INC.
- -------------------- ----------------- ---------------- ---------------- ---------------- ----------------
Highest quality AAA Aaa AAA AAA AAA
High quality AA Aa AA AA AA
Upper medium grade A A A A A
Medium grade BBB Baa BBB BBB BBB
Low grade BB Ba BB BB BB
Speculative B B B B B
Submarginal CCC, CC, C Caa, Ca CCC, CC, C CCC CCC, CC
Probably in default D C DDD, DD, D DD D
</TABLE>
1
<PAGE>
APPENDIX
ASSET COMPOSITION
For the fiscal year ended October 31, 1997, the Asset Allocation Fund's assets
were invested in the credit categories shown below. Percentages are computed on
a dollar-weighted basis and are an average of twelve monthly calculations.
<TABLE>
<CAPTION>
Asset Allocation Fund
<S> <C> <C> <C>
RATED ADVISOR'S ASSESSMENT OF
RATING SECURITIES* UNRATED SECURITIES
- ------------------- -- --------------------- -----------------------
AAA 14.5% 0%
AA 0.8 0
A 0.9 0
BBB 3.6 0
BB 3.9 0.3
B 8.1 1.0
CCC 0.1 1.2
CC 0 0
C 0 0
D 0 0
Total Debt Assets 31.9+ 2.5 = 34.4%
Total Equity Assets +65.6
100%
</TABLE>
* The indicated percentages are based on the highest rating received from
any one NRSRO. Each of the NRSROs utilizes rating categories that are
substantially similar to those used in this chart (see the preceding table for
the rating categories of the five NRSROs)
NOTES
STATEMENT OF ADDITIONAL INFORMATION ("SAI")
STRONG AMERICAN UTILITIES FUND
STRONG ASSET ALLOCATION FUND
STRONG BLUE CHIP 100 FUND
STRONG EQUITY INCOME FUND
STRONG GROWTH AND INCOME FUND
STRONG LIMITED RESOURCES FUND
STRONG TOTAL RETURN FUND
P.O. Box 2936
Milwaukee, Wisconsin 53201
Telephone: (414) 359-1400
Toll-Free: (800) 368-3863
e-mail: [email protected]
Web Site: http://www.strong-funds.com
Throughout this SAI, "the Fund" is intended to refer to each Fund listed above,
unless otherwise indicated. This SAI is not a Prospectus and should be read
together with the Prospectus for the Fund dated March 1, 1998. Requests for
copies of the Prospectus should be made by calling any number listed above.
The financial statements appearing in the Annual Report, which accompanies this
SAI, are incorporated into this SAI by reference. The unaudited financial
statements for the Blue Chip 100and Limited Resources Funds accompany this SAI.
1
<PAGE>
March 1, 1998
2
<PAGE>
TABLE OF CONTENTS PAGE
INVESTMENT RESTRICTIONS........................................................6
INVESTMENT POLICIES AND TECHNIQUES.............................................5
Borrowing......................................................................5
Convertible Securities.........................................................5
Depositary Receipts............................................................6
Derivative Instruments.........................................................6
Foreign Investment Companies..................................................15
Foreign Securities............................................................15
High-Yield (High-Risk) Securities.............................................16
Illiquid Securities...........................................................17
Lending of Portfolio Securities...............................................18
Mortgage- and Asset-Backed Debt Securities....................................19
Municipal Obligations.........................................................20
Repurchase Agreements.........................................................20
Reverse Repurchase Agreements and Mortgage Dollar Rolls.......................20
Short Sales...................................................................21
Small and Medium Companies....................................................21
Sovereign Debt................................................................21
Variable- or Floating-Rate Securities.........................................23
Warrants......................................................................24
When-Issued and Delayed-Delivery Securities...................................24
Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities..........................25
DIRECTORS AND OFFICERS........................................................25
INVESTMENT ADVISOR............................................................27
INVESTMENT SUBADVISOR.........................................................30
American Utilities Fund.......................................................30
Limited Resources Fund........................................................31
DISTRIBUTOR...................................................................32
PORTFOLIO TRANSACTIONS AND BROKERAGE..........................................32
CUSTODIAN.....................................................................37
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT..................................37
TAXES.........................................................................38
DETERMINATION OF NET ASSET VALUE..............................................40
ADDITIONAL SHAREHOLDER INFORMATION............................................40
ORGANIZATION..................................................................42
SHAREHOLDER MEETINGS..........................................................43
PERFORMANCE INFORMATION.......................................................43
GENERAL INFORMATION...........................................................49
PORTFOLIO MANAGEMENT..........................................................51
INDEPENDENT ACCOUNTANTS.......................................................53
LEGAL COUNSEL.................................................................53
FINANCIAL STATEMENTS..........................................................53
APPENDIX......................................................................55
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
<PAGE>
4
<PAGE>
INVESTMENT RESTRICTIONS
FUNDAMENTAL INVESTMENT LIMITATIONS
The following are the Fund's fundamental investment limitations which, along
with the Fund's investment objective (which is described in the Prospectus),
cannot be changed without shareholder approval.
Unless indicated otherwise below, the Fund:
1. May not with respect to 75% of its total assets, purchase the securities
of any issuer (except securities issued or guaranteed by the U.S. government or
its agencies or instrumentalities) if, as a result, (1) more than 5% of the
Fund's total assets would be invested in the securities of that issuer, or (2)
the Fund would hold more than 10% of the outstanding voting securities of that
issuer.
2. May (1) borrow money from banks and (2) make other investments or engage
in other transactions permissible under the Investment Company Act of 1940
("1940 Act") which may involve a borrowing, provided that the combination of
(1) and (2) shall not exceed 33 1/3% of the value of the Fund's total assets
(including the amount borrowed), less the Fund's liabilities (other than
borrowings), except that the Fund may borrow up to an additional 5% of its
total assets (not including the amount borrowed) from a bank for temporary or
emergency purposes (but not for leverage or the purchase of investments). The
Fund may also borrow money from the other Strong Funds or other persons to the
extent permitted by applicable law.
3. May not issue senior securities, except as permitted under the 1940 Act.
4. May not act as an underwriter of another issuer's securities, except to
the extent that the Fund may be deemed to be an underwriter within the meaning
of the Securities Act of 1933 in connection with the purchase and sale of
portfolio securities.
5. May not purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments (but this shall not
prevent the Fund from purchasing or selling options, futures contracts, or
other derivative instruments, or from investing in securities or other
instruments backed by physical commodities).
6. May not make loans if, as a result, more than 33 1/3% of the Fund's
total assets would be lent to other persons, except through (1) purchases of
debt securities or other debt instruments, or (2) engaging in repurchase
agreements.
7. May not purchase the securities of any issuer if, as a result, more than
25% of the Fund's total assets would be invested in the securities of issuers,
the principal business activities of which are in the same industry.
8. May not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prohibit the
Fund from purchasing or selling securities or other instruments backed by real
estate or of issuers engaged in real estate activities).
9. May, notwithstanding any other fundamental investment policy or
restriction, invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental
investment objective, policies, and restrictions as the Fund.
With respect to the American Utilities Fund, (1) Fundamental Policy No. 1 does
not apply because the Fund is non-diversified and (2) Fundamental Policy No. 7
applies to the Fund, however, under normal market conditions, the Fund will
invest more than 25% of its total assets in the securities of issuers in the
public utility industry.
6
<PAGE>
With respect to the Limited Resources Fund, Fundamental Policy No. 7 applies to
the Fund, however, under normal market conditions, the Fund will invest more
than 25% of its total assets in the securities of issuers in the energy and
natural resources industry.
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.
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
<PAGE>
INVESTMENT POLICIES AND TECHNIQUES
The following information supplements the discussion of the Fund's investment
objective, policies, and techniques described in the Prospectus.
BORROWING
The Fund may borrow money from banks and make other investments or engage in
other transactions permissible under the 1940 Act which may be considered a
borrowing (such as mortgage dollar rolls and reverse repurchase agreements).
However, the Fund may not purchase securities when bank borrowings exceed 5% of
the Fund's total assets. Presently, the Fund only intends to borrow from banks
for temporary or emergency purposes.
The Fund has established a line-of-credit ("LOC") with certain banks by which
it may borrow funds for temporary or emergency purposes. A borrowing is
presumed to be for temporary or emergency purposes if it is repaid by the Fund
within 60 days and is not extended or renewed. The Fund intends to use the LOC
to meet large or unexpected redemptions that would otherwise force the Fund to
liquidate securities under circumstances which are unfavorable to the Fund's
remaining shareholders. The Fund pays a commitment fee to the banks for the
LOC.
CONVERTIBLE SECURITIES
Convertible securities are bonds, debentures, notes, preferred stocks, or other
securities that may be converted into or exchanged for a specified amount of
common stock of the same or a different issuer within a particular period of
time at a specified price or formula. A convertible security entitles the
holder to receive interest normally paid or accrued on debt or the dividend
paid on preferred stock until the convertible security matures or is redeemed,
converted, or exchanged. Convertible securities have unique investment
characteristics in that they generally (1) have higher yields than common
stocks, but lower yields than comparable non-convertible securities, (2) are
less subject to fluctuation in value than the underlying stock since they have
fixed income characteristics, and (3) provide the potential for capital
appreciation if the market price of the underlying common stock increases.
Most convertible securities currently are issued by U.S. companies, although a
substantial Eurodollar convertible securities market has developed, and the
markets for convertible securities denominated in local currencies are
increasing.
The value of a convertible security is a function of its "investment value"
(determined by its yield in comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and
its "conversion value" (the security's worth, at market value, if converted
into the underlying common stock). The investment value of a convertible
security is influenced by changes in interest rates, with investment value
declining as interest rates increase and increasing as interest rates decline.
The credit standing of the issuer and other factors also may have an effect on
the convertible security's investment value. The conversion value of a
convertible security is determined by the market price of the underlying common
stock. If the conversion value is low relative to the investment value, the
price of the convertible security is governed principally by its investment
value. Generally, the conversion value decreases as the convertible security
approaches maturity. To the extent the market price of the underlying common
stock approaches or exceeds the conversion price, the price of the convertible
security will be increasingly influenced by its conversion value. A
convertible security generally will sell at a premium over its conversion value
by the extent to which investors place value on the right to acquire the
underlying common stock while holding a fixed income security.
A convertible security may be subject to redemption at the option of the issuer
at a price established in the convertible security's governing instrument. If
a convertible security is called for redemption, the Fund will be required to
permit the issuer to redeem the security, convert it into the underlying common
stock, or sell it to a third party.
8
<PAGE>
THE FOLLOWING SECTION APPLIES TO EACH FUND, EXCEPT BLUE CHIP 100 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 form, may be denominated in
other currencies and are designed for use in the European securities markets.
ADRs are receipts typically issued by a U.S. bank or trust company evidencing
ownership of the underlying securities. EDRs are European receipts evidencing
a similar arrangement. For purposes of the Fund's investment policies, ADRs
and EDRs are deemed to have the same classification as the underlying
securities they represent, except that ADRs and EDRs shall be treated as
indirect foreign investments. For example, an ADR or EDR representing
ownership of common stock will be treated as common stock. Depositary receipts
do not eliminate all of the risks associated with directly investing in the
securities of foreign issuers.
ADR facilities may be established as either "unsponsored" or "sponsored." While
ADRs issued under these two types of facilities are in some respects similar,
there are distinctions between them relating to the rights and obligations of
ADR holders and the practices of market participants.
A depositary may establish an unsponsored facility without participation by (or
even necessarily the permission of) the issuer of the deposited securities,
although typically the depositary requests a letter of non-objection from such
issuer prior to the establishment of the facility. Holders of unsponsored ADRs
generally bear all the costs of such facility. The depositary usually charges
fees upon the deposit and withdrawal of the deposited securities, the
conversion of dividends into U.S. dollars, the disposition of non-cash
distributions, and the performance of other services. The depositary of an
unsponsored facility frequently is under no obligation to pass through voting
rights to ADR holders in respect of the deposited securities. In addition, an
unsponsored facility is generally not obligated to distribute communications
received from the issuer of the deposited securities or to disclose material
information about such issuer in the U.S. and there may not be a correlation
between such information and the market value of the depositary receipts.
Sponsored ADR facilities are created in generally the same manner as
unsponsored facilities, except that the issuer of the deposited securities
enters into a deposit agreement with the depositary. The deposit agreement
sets out the rights and responsibilities of the issuer, the depositary, and the
ADR holders. With sponsored facilities, the issuer of the deposited securities
generally will bear some of the costs relating to the facility (such as
dividend payment fees of the depositary), although ADR holders continue to bear
certain other costs (such as deposit and withdrawal fees). Under the terms of
most sponsored arrangements, depositories agree to distribute notices of
shareholder meetings and voting instructions, and to provide shareholder
communications and other information to the ADR holders at the request of the
issuer of the deposited securities.
DERIVATIVE INSTRUMENTS
IN GENERAL. The Fund may use derivative instruments for any lawful purpose
consistent with its investment objective such as hedging or managing risk.
Derivative instruments are commonly defined to include securities or contracts
whose values depend on (or "derive" from) the value of one or more other
assets, such as securities, currencies, or commodities. These "other assets"
are commonly referred to as "underlying assets."
A derivative instrument generally consists of, is based upon, or exhibits
characteristics similar to OPTIONS or FORWARD CONTRACTS. Options and forward
contracts are considered to be the basic "building blocks" of derivatives. For
example, forward-based derivatives include forward contracts, swap contracts,
as well as exchange-traded futures. Option-based derivatives include privately
negotiated, over-the-counter ("OTC") options (including caps, floors, collars,
and options on forward and swap contracts) and exchange-traded options on
futures. Diverse types of derivatives may be created by combining options or
forward contracts in different ways, and by applying these structures to a wide
range of underlying assets.
An option is a contract in which the "holder" (the buyer) pays a certain amount
("premium") to the "writer" (the seller) to obtain the right, but not the
obligation, to buy from the writer (in a "call") or sell to the writer (in a
"put") a specific asset at an agreed 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
9
<PAGE>
but is not exposed to corresponding losses due to adverse movements in the
value of the underlying asset. The writer of an option-based derivative
generally will receive fees or premiums but generally is exposed to losses due
to changes in the value of the underlying asset.
A forward is a sales contract between a buyer (holding the "long" position) and
a seller (holding the "short" position) for an asset with delivery deferred
until a future date. The buyer agrees to pay a fixed price at the agreed
future date and the seller agrees to deliver the asset. The seller hopes that
the market price on the delivery date is less than the agreed upon price, while
the buyer hopes for the contrary. The change in value of a forward-based
derivative generally is roughly proportional to the change in value of the
underlying asset.
HEDGING. The Fund may use derivative instruments to protect against possible
adverse changes in the market value of securities held in, or are anticipated
to be held in, its portfolio. Derivatives may also be used to "lock-in"
realized but unrecognized gains in the value of its portfolio securities.
Hedging strategies, if successful, can reduce the risk of loss by wholly or
partially offsetting the negative effect of unfavorable price movements in the
investments being hedged. However, hedging strategies can also reduce the
opportunity for gain by offsetting the positive effect of favorable price
movements in the hedged investments. To the extent that a hedge matures prior
to or after the disposition of the investment subject to the hedge, any gain or
loss on the hedge will be realized earlier or later than any offsetting gain or
loss on the hedged investment.
MANAGING RISK. The Fund may also use derivative instruments to manage the
risks of its portfolio. Risk management strategies include, but are not
limited to, facilitating the sale of portfolio securities, managing the
effective maturity or duration of debt obligations in its portfolio,
establishing a position in the derivatives markets as a substitute for buying
or selling certain securities, or creating or altering exposure to certain
asset classes, such as equity, debt, or foreign securities. The use of
derivative instruments may provide a less expensive, more expedient or more
specifically focused way to invest than "traditional" securities (I.E., stocks
or bonds) would.
EXCHANGE AND OTC DERIVATIVES. Derivative instruments may be exchange-traded or
traded in OTC transactions between private parties. Exchange-traded
derivatives are standardized options and futures contracts traded in an auction
on the floor of a regulated exchange. Exchange contracts are generally very
liquid. The exchange clearinghouse is the counterparty of every contract.
Thus, each holder of an exchange contract bears the credit risk of the
clearinghouse (and has the benefit of its financial strength) rather than that
of a particular counterparty. OTC transactions are subject to additional
risks, such as the credit risk of the counterparty to the instrument, and are
less liquid than exchange-traded derivatives since they often can only be
closed out with the other party to the transaction.
RISKS AND SPECIAL CONSIDERATIONS. The use of derivative instruments involves
risks and special considerations as described below. Risks pertaining to
particular derivative instruments are described in the sections that follow.
(1) MARKET RISK. The primary risk of derivatives is the same as the risk
of the underlying assets, namely that the value of the underlying asset may go
up or down. Adverse movements in the value of an underlying asset can expose
the Fund to losses. Derivative instruments may include elements of leverage
and, accordingly, the fluctuation of the value of the derivative instrument in
relation to the underlying asset may be magnified. The successful use of
derivative instruments depends upon a variety of factors, particularly the
ability of Strong Capital Management, Inc. ("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
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losses. The Fund will enter into transactions in derivative instruments only
with counterparties that the Advisor reasonably believes are capable of
performing under the contract.
(3) CORRELATION RISK. When a derivative transaction is used to completely
hedge another position, changes in the market value of the combined position
(the derivative instrument plus the position being hedged) result from an
imperfect correlation between the price movements of the two instruments. With
a perfect hedge, the value of the combined position remains unchanged for any
change in the price of the underlying asset. With an imperfect hedge, the
values of the derivative instrument and its hedge are not perfectly correlated.
Correlation risk is the risk that there might be imperfect correlation, or even
no correlation, between price movements of an instrument and price movements of
investments being hedged. For example, if the value of a derivative
instruments used in a short hedge (such as writing a call option, buying a put
option, or selling a futures contract) increased by less than the decline in
value of the hedged investments, the hedge would not be perfectly correlated.
Such a lack of correlation might occur due to factors unrelated to the value of
the investments being hedged, such as speculative or other pressures on the
markets in which these instruments are traded. The effectiveness of hedges
using instruments on indices will depend, in part, on the degree of correlation
between price movements in the index and price movements in the investments
being hedged.
(4) LIQUIDITY RISK. Derivatives are also subject to liquidity risk.
Liquidity risk is the risk that a derivative instrument cannot be sold, closed
out, or replaced quickly at or very close to its fundamental value. Generally,
exchange contracts are very liquid because the exchange clearinghouse is the
counterparty of every contract. OTC transactions are less liquid than
exchange-traded derivatives since they often can only be closed out with the
other party to the transaction. The Fund might be required by applicable
regulatory requirement to maintain assets as "cover," maintain segregated
accounts, and/or make margin payments when it takes positions in derivative
instruments involving obligations to third parties (I.E., instruments other
than purchased options). If the Fund was unable to close out its positions in
such instruments, it might be required to continue to maintain such assets or
accounts or make such payments until the position expired, matured, or was
closed out. The requirements might impair the Fund's ability to sell a
portfolio security or make an investment at a time when it would otherwise be
favorable to do so, or require that the Fund sell a portfolio security at a
disadvantageous time. The Fund's ability to sell or close out a position in an
instrument prior to expiration or maturity depends on the existence of a liquid
secondary market or, in the absence of such a market, the ability and
willingness of the counterparty to enter into a transaction closing out the
position. Therefore, there is no assurance that any derivatives position can
be sold or closed out at a time and price that is favorable to the Fund.
(5) LEGAL RISK. Legal risk is the risk of loss caused by the legal
unenforcibility of a party's obligations under the derivative. While a party
seeking price certainty agrees to surrender the potential upside in exchange
for downside protection, the party taking the risk is looking for a positive
payoff. Despite this voluntary assumption of risk, a counterparty that has
lost money in a derivative transaction may try to avoid payment by exploiting
various legal uncertainties about certain derivative products.
(6) SYSTEMIC OR "INTERCONNECTION" RISK. Interconnection risk is the risk
that a disruption in the financial markets will cause difficulties for all
market participants. In other words, a disruption in one market will spill
over into other markets, perhaps creating a chain reaction. Much of the OTC
derivatives market takes place among the OTC dealers themselves, thus creating
a large interconnected web of financial obligations. This interconnectedness
raises the possibility that a default by one large dealer could create losses
at other dealers and destabilize the entire market for OTC derivative
instruments.
GENERAL LIMITATIONS. The use of derivative instruments is subject to
applicable regulations of the SEC, the several options and futures exchanges
upon which they may be traded, the Commodity Futures Trading Commission
("CFTC"), and various state regulatory authorities. In addition, the Fund's
ability to use derivative instruments may be limited by certain tax
considerations.
The Fund has filed a notice of eligibility for exclusion from the definition of
the term "commodity pool operator" with the CFTC and the National Futures
Association, which regulate trading in the futures markets. In accordance with
Rule 4.5 of the regulations under the Commodity Exchange Act ("CEA"), the
notice of eligibility for the Fund includes representations that the Fund will
use futures contracts and related options solely for bona fide hedging purposes
within the meaning of CFTC regulations, provided that the Fund may hold other
positions in futures contracts and related options that do not qualify as a
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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
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
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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 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
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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 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 intend
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.
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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, 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
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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 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
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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 their respective potential
obligations under currency-related derivatives instruments. To the extent the
Fund's assets are so set aside, they cannot be sold while the corresponding
currency position is open, unless they are replaced with similar assets. As a
result, if a large portion of the Fund's assets are so set aside, this could
impede portfolio management or the Fund's ability to meet redemption requests
or other current obligations.
The Advisor's decision to engage in a transaction in a particular
currency-related derivative instrument will reflect the Advisor's judgment that
the transaction will provide value to the Fund and its shareholders and is
consistent with the Fund's objectives and policies. In making such a judgment,
the Advisor will analyze the benefits and risks of the transaction and weigh
them in the context of the Fund's entire portfolio and objectives. The
effectiveness of any transaction in a currency-related derivative instrument is
dependent on a variety of factors, including the Advisor's skill in analyzing
and predicting currency values and upon a correlation between price movements
of the currency instrument and the underlying security. There might be
imperfect correlation, or even no correlation, between price movements of an
instrument and price movements of investments being hedged. Such a lack of
correlation might occur due to factors unrelated to the value of the
investments being hedged, such as speculative or other pressures on the markets
in which these instruments are traded. In addition, the Fund's use of
currency-related derivative instruments is always subject to the risk that the
currency in question could be devalued by the foreign government. In such a
case, any long currency positions would decline in value and could adversely
affect any hedging position maintained by the Fund.
The Fund's dealing in currency-related derivative instruments will generally be
limited to the transactions described above. However, the Fund reserves the
right to use currency-related derivatives instruments for different purposes
and under different circumstances. Of course, the Fund is not required to use
currency-related derivatives instruments and will not do so unless deemed
appropriate by the Advisor. It also should be realized that use of these
instruments does not eliminate, or protect against, price movements in the
Fund's securities that are attributable to other (I.E., non-currency related)
causes. Moreover, while the use of currency-related derivatives instruments
may reduce the risk of loss due to a decline in the value of a hedged currency,
at the same time the use of these instruments tends to limit any potential gain
which may result from an increase in the value of that currency.
SWAP AGREEMENTS. The Fund may enter into interest rate, securities index,
commodity, or security and currency exchange rate swap agreements for any
lawful purpose consistent with the Fund's investment objective, such as for the
purpose of attempting to obtain or preserve a particular desired return or
spread at a lower cost to the Fund than if the Fund had invested directly in an
instrument that yielded that desired return or spread. The Fund also may enter
into swaps in order to protect against an increase in the price of, or the
currency exchange rate applicable to, securities that the Fund anticipates
purchasing at a later date. Swap agreements are two-party contracts entered
into primarily by institutional investors for periods ranging from a few weeks
to several years. In a standard "swap" transaction, two parties agree to
exchange the returns (or differentials in rates of return) earned or realized
on particular predetermined investments or instruments. The gross returns to
be exchanged or "swapped" between the parties are calculated with respect to a
"notional amount" (I.E., the return on or increase in value of a particular
dollar amount invested at a particular interest rate) in a particular foreign
currency, or in a "basket" of securities representing a particular index. Swap
agreements may include interest rate caps, under which, in return for a
premium, one party agrees to
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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.
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 EACH FUND, EXCEPT BLUE CHIP 100 FUND:
FOREIGN INVESTMENT COMPANIES
The Fund may invest, to a limited extent, in foreign investment companies.
Some of the countries in which the Fund invests may not permit direct
investment by outside investors. Investments in such countries may only be
permitted through foreign government-approved or -authorized investment
vehicles, which may include other investment companies. In addition, it may be
less expensive and more expedient for the Fund to invest in a foreign
investment company in a country which permits direct foreign investment.
Investing through such vehicles may involve frequent or layered fees or
expenses and may also be subject to limitation under the 1940 Act. Under the
1940 Act, the Fund may invest up to 10% of its assets in shares of other
investment companies and up to 5% of its assets in any one investment company
as long as the investment does not represent more than 3% of the voting stock
of the acquired investment company. The Fund does not intend to invest in such
investment companies unless, in the judgment of the Advisor, the potential
benefits of such investments justify the payment of any associated fees and
expenses.
THE FOLLOWING SECTION APPLIES TO EACH FUND, EXCEPT BLUE CHIP 100 FUND:
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
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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.
THE FOLLOWING SECTION APPLIES TO EACH FUND, EXCEPT BLUE CHIP 100 FUND:
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 Service ("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.
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As previously stated, the value of a lower-quality or comparable unrated
security will decrease in a rising interest rate market and accordingly, so
will the Fund's net asset value. If the Fund experiences unexpected net
redemptions in such a market, it may be forced to liquidate a portion of its
portfolio securities without regard to their investment merits. Due to the
limited liquidity of lower-quality and comparable unrated securities (discussed
below), the Fund may be forced to liquidate these securities at a substantial
discount. Any such liquidation would force the Fund to sell the more liquid
portion of its portfolio.
PAYMENT EXPECTATIONS. Lower-quality and comparable unrated securities
typically contain redemption, call or prepayment provisions which permit the
issuer of such securities containing such provisions to, at its discretion,
redeem the securities. During periods of falling interest rates, issuers of
these securities are likely to redeem or prepay the securities and refinance
them with debt securities with a lower interest rate. To the extent an issuer
is able to refinance the securities, or otherwise redeem them, the Fund may
have to replace the securities with a lower yielding security, which would
result in a lower return for the Fund.
CREDIT RATINGS. Credit ratings issued by credit rating agencies are designed
to evaluate the safety of principal and interest payments of rated securities.
They do not, however, evaluate the market value risk of lower-quality
securities and, therefore, may not fully reflect the true risks of an
investment. In addition, credit rating agencies may or may not make timely
changes in a rating to reflect changes in the economy or in the condition of
the issuer that affect the market value of the security. Consequently, credit
ratings are used only as a preliminary indicator of investment quality.
Investments in lower-quality and comparable unrated obligations will be more
dependent on the Advisor's credit analysis than would be the case with
investments in investment-grade debt obligations. The Advisor employs its own
credit research and analysis, which includes a study of existing debt, capital
structure, ability to service debt and to pay dividends, the issuer's
sensitivity to economic conditions, its operating history and the current trend
of earnings. The Advisor continually monitors the investments in the Fund's
portfolio and carefully evaluates whether to dispose of or to retain
lower-quality and comparable unrated securities whose credit ratings or credit
quality may have changed.
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.
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The Board of Directors of the Fund, or its delegate, has the ultimate
authority to determine, to the extent permissible under the federal securities
laws, which securities are illiquid for purposes of this limitation. Certain
securities exempt from registration or issued in transactions exempt from
registration under the Securities Act of 1933, as amended ("Securities Act"),
such as securities that may be resold to institutional investors under Rule
144A under the Securities Act and Section 4(2) commercial paper, may be
considered liquid under guidelines adopted by the Fund's Board of Directors.
The Board of Directors of the Fund has delegated to the Advisor the day-to-day
determination of the liquidity of a security, although it has retained
oversight and ultimate responsibility for such determinations. The Board of
Directors has directed the Advisor to look to such factors as (1) the frequency
of trades or quotes for a security, (2) the number of dealers willing to
purchase or sell the security and number of potential buyers, (3) the
willingness of dealers to undertake to make a market in the security, (4) the
nature of the security and nature of the marketplace trades, such as the time
needed to dispose of the security, the method of soliciting offers, and the
mechanics of transfer, (5) the likelihood that the security's marketability
will be maintained throughout the anticipated holding period, and (6) any other
relevant factors. The Advisor may determine 4(2) commercial paper to be liquid
if (1) the 4(2) commercial paper is not traded flat or in default as to
principal and interest, (2) the 4(2) commercial paper is rated in one of the
two highest rating categories by at least two NRSROs), or if only one NRSRO
rates the security, by that NRSRO, or is determined by the Advisor to be of
equivalent quality, and (3) the Advisor considers the trading market for the
specific security taking into account all relevant factors. With respect to
any foreign holdings, a foreign security may be considered liquid by the
Advisor (despite its restricted nature under the Securities Act) if the
security can be freely traded in a foreign securities market and all the facts
and circumstances support a finding of liquidity.
Restricted securities may be sold only in privately negotiated transactions or
in a public offering with respect to which a registration statement is in
effect under the Securities Act. Where registration is required, the Fund may
be obligated to pay all or part of the registration expenses and a considerable
period may elapse between the time of the decision to sell and the time the
Fund may be permitted to sell a security under an effective registration
statement. If, during such a period, adverse market conditions were to
develop, the Fund might obtain a less favorable price than prevailed when it
decided to sell. Restricted securities will be priced in accordance with
pricing procedures adopted by the Board of Directors of the Fund. If through
the appreciation of restricted securities or the depreciation of unrestricted
securities the Fund should be in a position where more than 15% of the value of
its net assets are invested in illiquid securities, including restricted
securities which are not readily 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.
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THE FOLLOWING SECTION APPLIES TO EACH FUND, EXCEPT BLUE CHIP 100 FUND:
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 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.
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The Fund may invest in stripped mortgage- or asset-backed securities, which
receive differing proportions of the interest and principal payments from the
underlying assets. The market value of such securities generally is more
sensitive to changes in prepayment and interest rates than is the case with
traditional mortgage- and asset-backed securities, and in some cases such
market value may be extremely volatile. With respect to certain stripped
securities, such as interest only and principal only classes, a rate of
prepayment that is faster or slower than anticipated may result in the Fund
failing to recover all or a portion of its investment, even though the
securities are rated investment grade.
Mortgage- and asset-backed securities backed by assets, other than as described
above, or in which the payment streams on the underlying assets are allocated
in a manner different than those described above may be issued in the future.
The Fund may invest in such securities if such investment is otherwise
consistent with its investment objectives and policies and with the investment
restrictions of the Fund.
THE FOLLOWING SECTION APPLIES TO THE ASSET ALLOCATION FUND ONLY:
MUNICIPAL OBLIGATIONS
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.
Municipal obligations 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 that Fund's investment objective.
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. Municipal leases are
generally subject to greater risks than general obligation or revenue bonds.
State constitutions and statutes set forth requirements that states or
municipalities must meet in order to issue municipal obligations. Municipal
leases may contain a covenant by the state or municipality to budget for,
appropriate, and make payments due under the obligation. Certain municipal
leases may, however, contain "non-appropriation" clauses which provide that the
issuer is not obligated to make payments on the obligation in future years
unless funds have been appropriated for this purpose each year. Accordingly,
such obligations are subject to "non-appropriation" risk. While municipal
leases are secured by the underlying capital asset, it may be difficult to
dispose of any such asset in the event of non-appropriation or other default.
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 enter
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 EACH FUND, EXCEPT BLUE CHIP 100 FUND:
REVERSE REPURCHASE AGREEMENTS AND MORTGAGE DOLLAR ROLLS
23
<PAGE>
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 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.
THE FOLLOWING SECTION APPLIES TO EACH FUND, EXCEPT BLUE CHIP 100 FUND:
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 EACH FUND, EXCEPT BLUE CHIP 100 FUND:
SMALL AND MEDIUM COMPANIES
The Fund may invest a substantial portion of its assets in small and medium
companies. While small and medium companies generally have the potential for
rapid growth, investments in small and medium companies often involve greater
risks than investments in larger, more established companies because small and
medium 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 companies are
traded only over-the-counter 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 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.
THE FOLLOWING SECTION APPLIES TO THE ASSET ALLOCATION FUND ONLY:
SOVEREIGN DEBT
Sovereign debt differs from debt obligations issued by private entities in
that, generally, remedies for defaults must be pursued in the courts of the
defaulting party. Legal recourse is therefore limited. Political conditions,
especially a sovereign entity's
24
<PAGE>
willingness to meet the terms of its debt obligations, are of considerable
significance. Also, there can be no assurance that the holders of commercial
bank loans to the same sovereign entity may not contest payments to the holders
of sovereign debt in the event of default under commercial bank loan
agreements.
A sovereign debtor's willingness or ability to repay principal and pay interest
in a timely manner may be affected by a variety of factors, including among
others, its cash flow situation, the extent of its foreign reserves, the
availability of sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a whole, the
sovereign debtor's policy toward principal international lenders and the
political constraints to which a sovereign debtor may be subject. A country
whose exports are concentrated in a few commodities could be vulnerable to a
decline in the international price of such commodities. Increased
protectionism on the part of a country's trading partners, or political changes
in those countries, could also adversely affect its exports. Such events could
diminish a country's trade account surplus, if any, or the credit standing of a
particular local government or agency. Another factor bearing on the ability
of a country to repay sovereign debt is the level of the country's
international reserves. Fluctuations in the level of these reserves can affect
the amount of foreign exchange readily available for external debt payments
and, thus, could have a bearing on the capacity of the country to make payments
on its sovereign debt.
To the extent that a country has a current account deficit (generally when its
exports of merchandise and services are less than its country's imports of
merchandise and services plus net transfers (E.G.., gifts of currency and
goods) to foreigners), it may need to depend on loans from foreign governments,
multilateral organizations or private commercial banks, aid payments from
foreign governments and inflows of foreign investment. The access of a country
to these forms of external funding may not be certain, and a withdrawal of
external funding could adversely affect the capacity of a government to make
payments on its obligations. In addition, the cost of servicing debt
obligations can be adversely affected, by a change in international interest
rates since the majority of these obligations carry interest rates that are
adjusted periodically based upon international rates.
With respect to sovereign debt of emerging market issuers, investors should be
aware that certain emerging market countries are among the largest debtors to
commercial banks and foreign governments. At times, certain emerging market
countries have declared moratoria on the payment of principal and interest on
external debt.
Certain emerging market countries have experienced difficulty in servicing
their sovereign debt on a timely basis which led to defaults on certain
obligations and the restructuring of certain indebtedness. Restructuring
arrangements have included, among other things, reducing and rescheduling
interest and principal payments by negotiating new or amended credit agreements
or converting outstanding principal and unpaid interest to Brady Bonds
(discussed below), and obtaining new credit to finance interest payments.
Holders of sovereign debt, including the Fund, may be requested to participate
in the rescheduling of such debt and to extend further loans to sovereign
debtors, and the interests of holders of sovereign debt could be adversely
affected in the course of restructuring arrangements or by certain other
factors referred to below. Furthermore, some of the participants in the
secondary market for sovereign debt may also be directly involved in
negotiating the terms of these arrangements and may therefore have access to
information not available to other market participants, such as the Fund.
Obligations arising from past restructuring agreements may affect the economic
performance and political and social stability of certain issuers of sovereign
debt. There is no bankruptcy proceeding by which sovereign debt on which a
sovereign has defaulted may be collected in whole or in part.
Foreign investment in certain sovereign debt is restricted or controlled to
varying degrees. These restrictions or controls may at times limit or preclude
foreign investment in such sovereign debt and increase the costs and expenses
of the Fund. Certain countries in which the Fund may invest require
governmental approval prior to investments by foreign persons, limit the amount
of investment by foreign persons in a particular issuer, limit the investment
by foreign persons only to a specific class of securities of an issuer that may
have less advantageous rights than the classes available for purchase by
domiciliaries of the countries, or impose additional taxes on foreign
investors. Certain issuers may require governmental approval for the
repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors. In addition, if a deterioration occurs in a
country's balance of payments, the country could impose temporary restrictions
on foreign capital remittances. The Fund could be adversely affected by delays
in, or a refusal to grant, any required governmental approval for repatriation
of capital, as well as by the application to the Fund of any restrictions on
investments. Investing in local markets may require the Fund to adopt special
procedures, seek local government approvals or take other actions, each of
which may involve additional costs to the Fund.
25
<PAGE>
The sovereign debt in which the Fund may invest includes Brady Bonds, which are
securities issued under the framework of the Brady Plan, an initiative
announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989 as a
mechanism for debtor nations to restructure their outstanding external
commercial bank indebtedness. In restructuring its external debt under the
Brady Plan framework, a debtor nation negotiates with its existing bank lenders
as well as multilateral institutions such as the International Monetary Fund
("IMF"). The Brady Plan framework, as it has developed, contemplates the
exchange of commercial bank debt for newly issued Brady Bonds. Brady Bonds may
also be issued in respect of new money being advanced by existing lenders in
connection with the debt restructuring. The World Bank and the IMF support the
restructuring by providing Fund pursuant to loan agreements or other
arrangements which enable the debtor nation to collateralize the new Brady
Bonds or to repurchase outstanding bank debt at a discount.
There can be no assurance that the circumstances regarding the issuance of
Brady Bonds by these countries will not change. Investors should recognize
that Brady Bonds do not have a long payment history. Agreements implemented
under the Brady Plan to date are designed to achieve debt and debt-service
reduction through specific options negotiated by a debtor nation with its
creditors. As a result, the financial packages offered by each country differ.
The types of options have included the exchange of outstanding commercial bank
debt for bonds issued at 100% of face value of such debt, which carry a
below-market stated rate of interest (generally known as par bonds), bonds
issued at a discount from the face value of such debt (generally known as
discount bonds), bonds bearing an interest rate which increases over time, and
bonds issued in exchange for the advancement of new money by existing lenders.
Regardless of the stated face amount and stated interest rate of the various
types of Brady Bonds the Fund will purchase Brady Bonds, if any, in secondary
markets, as described below, in which the price and yield to the investor
reflect market conditions at the time of purchase.
Certain Brady Bonds have been collateralized as to principal due at maturity by
U.S. Treasury zero coupon bonds with maturities equal to the final maturity of
such Brady Bonds. Collateral purchases are financed by the IMF, the World
Bank, and the debtor nations' reserves. In the event of a default with respect
to collateralized Brady Bonds as a result of which the payment obligations of
the issuer are accelerated, the U.S. Treasury zero coupon obligations held as
collateral for the payment of principal will not be distributed to investors,
nor will such obligations be sold and the proceeds distributed. The collateral
will be held by the collateral agent to the scheduled maturity of the defaulted
Brady Bonds, which will continue to be outstanding, at which time the face
amount of the collateral will equal the principal payments which would have
then been due on the Brady Bonds in the normal course. In addition, interest
payments on certain types of Brady Bonds may be collateralized by cash or high
grade securities in amounts that typically represent between 12 and 18 months
of interest accruals on these instruments with the balance of the interest
accruals being uncollateralized. Brady Bonds are often viewed as having
several valuation components: (1) the collateralized repayment of principal,
if any, at final maturity, (2) the collateralized interest payments, if any,
(3) the uncollateralized interest payments, and (4) any uncollateralized
repayment of principal at maturity (these uncollateralized amounts constitute
the "residual risk"). In light of the residual risk of Brady Bonds and, among
other factors, the history of defaults with respect to commercial bank loans by
public and private entities of countries issuing Brady Bonds, investments in
Brady Bonds have speculative characteristics. The Fund may purchase Brady
Bonds with no or limited collateralization, and will be relying for payment of
interest and (except in the case of principal collateralized Brady Bonds)
principal primarily on the willingness and ability of the foreign government to
make payment in accordance with the terms of the Brady Bonds. Brady Bonds
issued to date are purchased and sold in secondary markets through U.S.
securities dealers and other financial institutions and are generally
maintained through European transnational securities depositories.
THE FOLLOWING SECTION APPLIES TO EACH FUND, EXCEPT 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
26
<PAGE>
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.
In determining the Fund's weighted average portfolio maturity, the Fund will
consider a floating- or variable-rate security to have a maturity equal to its
stated maturity (or redemption date if it has been called for redemption),
except that it may consider (1) variable-rate securities to have a maturity
equal to the period remaining until the next readjustment in the interest rate,
unless subject to a demand feature, (2) variable-rate securities subject to a
demand feature to have a remaining maturity equal to the longer of (a) the next
readjustment in the interest rate or (b) the period remaining until the
principal can be recovered through demand, and (3) floating-rate securities
subject to a demand feature to have a maturity equal to the period remaining
until the principal can be recovered through demand. Variable-and
floating-rate securities generally are subject to less principal fluctuation
than securities without these attributes since the securities usually trade at
amortized cost following the readjustment in the interest rate.
WARRANTS
The Fund may acquire warrants. Warrants are securities giving the holder the
right, but not the obligation, to buy the stock of an issuer at a given price
(generally higher than the value of the stock at the time of issuance) during a
specified period or perpetually. Warrants may be acquired separately or in
connection with the acquisition of securities. Warrants do not carry with them
the right to dividends or voting rights with respect to the securities that
they entitle their holder to purchase, and they do not represent any rights in
the assets of the issuer. As a result, warrants may be considered to have more
speculative characteristics than certain other types of investments. In
addition, the value of a warrant does not necessarily change with the value of
the underlying securities, and a warrant ceases to have value if it is not
exercised prior to its expiration date.
THE FOLLOWING SECTION APPLIES TO EACH FUND, EXCEPT BLUE CHIP 100 FUND:
WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES
27
<PAGE>
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 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 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 securities themselves (which may have a market value greater or
less than the Fund's payment obligation).
ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES
The Fund may invest in zero-coupon, step-coupon, and pay-in-kind securities.
These securities are debt securities that do not make regular cash interest
payments. Zero-coupon and step-coupon securities are sold at a deep discount
to their face value. Pay-in-kind securities pay interest through the issuance
of additional securities. Because such securities do not pay current cash
income, the price of these securities can be volatile when interest rates
fluctuate. While these securities do not pay current cash income, federal
income tax law requires the holders of zero-coupon, step-coupon, and
pay-in-kind securities to include in income each year the portion of the
original issue discount (or deemed discount) and other non-cash income on such
securities accruing that year. In order to continue to qualify as a "regulated
investment company" or "RIC" under the IRC and avoid a certain excise tax, the
Fund may be required to distribute a portion of such discount and income and
may be required to dispose of other portfolio securities, which may occur in
periods of adverse market prices, in order to generate cash to meet these
distribution requirements.
DIRECTORS AND OFFICERS
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 26 registered open-end
management investment companies consisting of 46 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 $50,000, plus $100 per Board meeting
for each Strong Fund. 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 7/19/18), Director of the Strong Funds.
28
<PAGE>
Private Investor. From 1945 to 1980, Mr. Nevins was Chairman of Wisconsin
Centrifugal Inc., a foundry. From July 1983 to December 1986, he was Chairman
of General Casting Corp., Waukesha, Wisconsin, a foundry. Mr. Nevins is a
former Chairman of the Wisconsin Association of Manufacturers & Commerce. 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.
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,
L.A. Gear (a footwear/sportswear company) since 1992, and Rally's Hamburger,
Inc. since 1994. 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 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.
THOMAS P. LEMKE (DOB 7/30/54), Vice President of the Strong Funds.
Mr. Lemke has been Senior Vice President, Secretary, and General Counsel of the
Advisor since September 1994 and Chief Operating Officer of the Advisor since
November 1997. For two years prior to joining the Advisor, Mr. Lemke acted as
Resident Counsel for Funds Management at J.P. Morgan & Co., Inc. From February
1989 until April 1992, Mr. Lemke acted as Associate General Counsel to Sanford
C. Bernstein Co., Inc. For two years prior to that, Mr. Lemke was Of Counsel
at the Washington D.C. law firm of Tew Jorden & Schulte, a successor of Finley,
Kumble & Wagner. From August 1979 until December 1986, Mr. Lemke worked at the
SEC, most notably as the Chief Counsel to the Division of Investment Management
(November 1984 - December 1986), and as Special Counsel to the Office of
Insurance Products, Division of Investment Management (April 1982 - October
1984).
STEPHEN J. SHENKENBERG (DOB 6/14/58), Vice President and Secretary of the
Strong Funds.
Mr. Shenkenberg has been Acting General Counsel of the Advisor since January
1998. From November 1996 until January 1998, Mr. Shenkenberg acted as Deputy
General Counsel to the Advisor. 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.
MARY F. HOPPA (DOB 5/31/64), Vice President of the Strong Funds.
29
<PAGE>
Ms. Hoppa has been Vice President and Director of Mutual Fund Administration of
the Advisor since January 1998. From October 1996 to January 1998, Ms. Hoppa
acted as Director of Transfer Agency Services of the Advisor and, from January
1988 to October 1996, as Transfer Agency Systems Liaison Manager of the
Advisor. From January 1987 to January 1988, Ms. Hoppa acted as a Shareholder
Services Associate of the Advisor.
JOHN A. FLANAGAN (DOB 6/5/46), Treasurer of the Strong Funds.
Mr. Flanagan has been Senior Vice President of the Advisor since April 1997.
For three years prior to joining the Advisor, Mr. Flanagan was a Partner with
Coopers & Lybrand L.L.P. (an international professional services firm). From
November 1992 to April 1994, Mr. Flanagan was an independent consultant. From
October 1970 to November 1992, Mr. Flanagan was with Ernst & Young (an
international professional services firm), most notably as Partner in charge of
the Investment Company Practice of that firm's Boston office from 1982 to 1992.
Except for Messrs. Nevins, Davis, Kritzik, and Vogt, the address of all of the
above persons is P.O. Box 2936, Milwaukee, Wisconsin 53201. Mr. Nevins'
address is 6075 Pelican Bay Boulevard, 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 2830 East Third Avenue, Denver, Colorado
80206.
Unless otherwise noted below, as of January 31, 1998, 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
- ------------------ ----------- -----------
Blue Chip 100 Fund 30,332 2.41%
</TABLE>
PRINCIPAL SHAREHOLDERS
Unless otherwise noted below, as of January 31, 1998 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 SHARES PERCENT
- ----------------------- --------------------------------- ----------------------
Charles B. Levinson & Limited Resources Fund - 80,206 13.71%
Sarah M. Levinson
14044 W. Rico Drive
Sun City West, AZ 85375
Marvin C. Schwartz Limited Resources Fund - 30,110 5.15%
605 3rd Avenue
New York, NY 10158
</TABLE>
INVESTMENT ADVISOR
The Fund has entered into an Advisory Agreement with Strong Capital Management,
Inc. ("Advisor"). Mr. Strong controls the Advisor. Mr. Strong is the Chairman
and a Director of the Advisor, Mr. Lemke is the Chief Operating Officer, a
Senior Vice President, Secretary, and General Counsel of the Advisor, Mr.
Flanagan is a Senior Vice President of the Advisor, Mr.
30
<PAGE>
Shenkenberg is Vice President, Assistant Secretary, and Acting General Counsel
of the Advisor, and Mr. Weitzer is Senior Counsel of the Advisor.
The Advisory Agreement is required to be approved annually by either the Board
of Directors of the Fund or by vote of a majority of the Fund's outstanding
voting securities (as defined in the 1940 Act). In either case, each annual
renewal must be approved by the vote of a majority of the Fund's directors who
are not parties to the Advisory Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval. The Advisory Agreement is terminable, without penalty, on 60 days'
written notice by the Board of Directors of the Fund, by vote of a majority of
the Fund's outstanding voting securities, or by the Advisor, and will terminate
automatically in the event of its assignment.
Under the terms of the Advisory Agreement, the Advisor manages the Fund's
investments subject to the supervision of the Fund's Board of Directors. The
Advisor is responsible for investment decisions and supplies investment
research and portfolio management. The Advisory Agreement authorizes the
Advisor to delegate its investment advisory duties to a subadvisor in
accordance with a written agreement under which the subadvisor would furnish
such investment advisory services to the Advisor. In that situation, the
Advisor continues to have responsibility for all investment advisory services
furnished by the subadviser under the subadvisory agreement. At its expense,
the Advisor provides office space and all necessary office facilities,
equipment and personnel for servicing the investments of the Fund. The Advisor
places all orders for the purchase and sale of the Fund's portfolio securities
at the Fund's expense.
Except for expenses assumed by the Advisor, as set forth above, or by Strong
Funds Distributors, Inc. with respect to the distribution of the Fund's shares,
the Fund is responsible for all its other expenses, including, without
limitation, interest charges, taxes, brokerage commissions, and similar
expenses; expenses of issue, sale, repurchase or redemption of shares; expenses
of registering or qualifying shares for sale with the states and the SEC;
expenses for printing and distribution of prospectuses to existing
shareholders; charges of custodians (including fees as custodian for keeping
books and similar services for the Fund), transfer agents (including the
printing and mailing of reports and notices to shareholders), registrars,
auditing and legal services, and clerical services related to recordkeeping and
shareholder relations; printing of stock certificates; fees for directors who
are not "interested persons" of the Advisor; expenses of indemnification;
extraordinary expenses; and costs of shareholder and director meetings.
As compensation for its services, the Fund pays to the Advisor a monthly
management fee at the annual rate specified below of the average daily net
asset value of the Fund. From time to time, the Advisor may voluntarily waive
all or a portion of its management fee for the Fund.
<TABLE>
<CAPTION>
<S> <C>
FUND ANNUAL RATE
- ----------------------- ------------------------------------------------
American Utilities Fund 0.75%
Asset Allocation Fund 0.85% on the first $35 million; 0.80% thereafter
Blue Chip 100 Fund 0.75%
Equity Income Fund 0.80%
Growth and Income Fund 0.80%
Limited Resources Fund 1.00%
Total Return Fund 0.85% on the first $35 million; 0.80% thereafter
</TABLE>
The Fund paid the following management fees for the time periods indicated:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
MANAGEMENT FEE
FISCAL YEAR ENDED MANAGEMENT FEE ($) WAIVER($) AFTER WAIVER ($)
- ----------------- ------------------ --------- ----------------
</TABLE>
American Utilities Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C>
12/31/94 262,428 208,638 53,790
10/31/95* 382,467 0 382,467
10/31/96 946,683 0 946,683
10/31/97 973,587 0 973,587
</TABLE>
Asset Allocation Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C
12/31/94 2,077,850 0 2,077,850
10/31/95* 1,679,120 0 1,679,120
10/31/96 2,137,987 0 2,137,987
10/31/97 2,231,400 0 2,231,400
</TABLE>
Blue Chip 100 Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C>
10/31/97(1) 8,487 2,096 6,391
</TABLE>
Equity Income Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C>
10/31/96(2) 109,474 0 109,474
10/31/97 668,330 0 668,330
</TABLE>
Growth and Income Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C>
10/31/96(2) 40,776 0 40,775
10/31/97 1,056,308 0 1,056,308
</TABLE>
Limited Resources Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C>
10/31/97(3) 2,673 0 2,673
</TABLE>
Total Return Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C>
12/31/94 4,973,614 0 4,973,614
10/31/95* 4,220,838 0 4,220,838
10/31/96 5,761,030 0 5,761,030
10/31/97 6,411,932 0 6,411,932
</TABLE>
* For the ten-month fiscal year ended October 31, 1995.
(1) Commenced operations on June 30, 1997.
(2) Commenced operations on December 29, 1995.
(3) Commenced operations on September 30, 1997.
The organizational expenses for the Fund which were advanced by the Advisor and
which will be reimbursed by the Fund over a period of not more than 60 months
from the Fund's date of inception are listed below.
<TABLE>
<CAPTION>
<S> <C>
FUND ORGANIZATIONAL EXPENSES
- ----------------------- -----------------------
American Utilities Fund $35,100
Blue Chip 100 Fund $2,027
Equity Income Fund $30,271
Growth and Income Fund $29,603
Limited Resources Fund $6,005
</TABLE>
32
<PAGE>
The Advisory Agreement requires the Advisor to reimburse the Fund in the event
that the expenses and charges payable by the Fund in any fiscal year, including
the management fee but excluding taxes, interest, brokerage commissions, and
similar fees and to the extent permitted extraordinary expenses, exceed two
percent (2%) of the average net asset value of the Fund for such year, as
determined by valuations made as of the close of each business day of the year.
Reimbursement of expenses in excess of the applicable limitation will be made
on a monthly basis and will be paid to the Fund by reduction of the Advisor's
fee, subject to later adjustment, month by month, for the remainder of the
Fund's fiscal year. The Advisor may from time to time voluntarily absorb
expenses for the Fund in addition to the reimbursement of expenses in excess of
applicable limitations.
On July 12, 1994, the SEC filed an administrative action ("Order") against the
Advisor, Mr. Strong, and another employee of the Advisor in connection with
conduct that occurred between 1987 and early 1990. In re Strong/Corneliuson
Capital Management, Inc., et al. Admin. Proc. File No. 3-8411. The proceeding
was settled by consent without admitting or denying the allegations in the
Order. The Order found that the Advisor and Mr. Strong aided and abetted
violations of Section 17(a) of the 1940 Act by effecting trades between mutual
funds, and between mutual funds and Harbour Investments Ltd. ("Harbour"),
without complying with the exemptive provisions of SEC Rule 17a-7 or otherwise
obtaining an exemption. It further found that the Advisor violated, and Mr.
Strong aided and abetted violations of, the disclosure provisions of the 1940
Act and the Investment Advisers Act of 1940 by misrepresenting the Advisor's
policy on personal trading and by failing to disclose trading by Harbour, an
entity in which principals of the Advisor owned between 18 and 25 percent of
the voting stock. As part of the settlement, the respondents agreed to a
censure and a cease and desist order and the Advisor agreed to various
undertakings, including adoption of certain procedures and a limitation for six
months on accepting certain types of new advisory clients.
On June 6, 1996, the Department of Labor ("DOL") filed an action against the
Advisor for equitable relief alleging violations of the Employee Retirement
Income Security Act of 1974 ("ERISA") in connection with cross trades that
occurred between 1987 and late 1989 involving certain pension accounts managed
by the Advisor. Contemporaneous with this filing, the Advisor, without
admitting or denying the DOL's allegations, agreed to the entry of a consent
judgment resolving all matters relating to the allegations. Reich v. Strong
Capital Management, Inc., (U.S.D.C. E.D. WI) ("Consent Judgment"). Under the
terms of the Consent Judgment, the Advisor agreed to reimburse the affected
accounts a total of $5.9 million. The settlement did not have any material
impact on the Advisor's financial position or operations.
The Fund and the Advisor have adopted a Code of Ethics ("Code") which governs
the personal trading activities of all "Access Persons" of the Advisor. Access
Persons include every director and officer of the Advisor and the investment
companies managed by the Advisor, including the Fund, as well as certain
employees of the Advisor who have access to information relating to the
purchase or sale of securities by the Advisor on behalf of accounts managed by
it. The Code is based upon the principal that such Access Persons have a
fiduciary duty to place the interests of the Fund and the Advisor 's other
clients ahead of their own.
The Code requires Access Persons (other than Access Persons who are independent
directors of the investment companies managed by the Advisor, including the
Fund) to, among other things, preclear their securities transactions (with
limited exceptions, such as transactions in shares of mutual funds, direct
obligations of the U.S. government, and certain options on broad-based
securities market indexes) and to execute such transactions through the
Advisor's trading department. The Code, which applies to all Access Persons
(other than Access Persons who are independent directors of the investment
companies managed by the Advisor, including the Fund), includes a ban on
acquiring any securities in an initial public offering, other than a new
offering of a registered open-end investment company, and a prohibition from
profiting on short-term trading in securities. In addition, no Access Person
may purchase or sell any security which is contemporaneously being purchased or
sold, or to the knowledge of the Access Person, is being considered for
purchase or sale, by the Advisor on behalf of any mutual fund or other account
managed by it. Finally, the Code provides for trading "black out" periods of
seven calendar days during which time Access Persons who are portfolio managers
may not trade in securities which have been purchased or sold by any mutual
fund or other account managed by the portfolio manager.
The Advisor provides investment advisory services for multiple clients and may
give advice and take action, with respect to any client, that may differ from
the advice given, or the timing or nature of action taken, with respect to any
one account. However, the Advisor will allocate over a period of time, to the
extent practical, investment opportunities to each account on a fair and
equitable basis relative to other similarly-situated client accounts. The
Advisor, its principals and associates (to the extent not prohibited by the
Code), and other clients of the Advisor may have, acquire, increase, decrease,
or dispose of securities or interests therein at or about the same time that
the Advisor is purchasing or selling securities or interests therein for an
account which purchase or sale is or may be deemed to be inconsistent with the
actions taken by such persons.
33
<PAGE>
From time to time, the Advisor votes the shares owned by the Fund according to
its Statement of General Proxy Voting Policy ("Proxy Voting Policy"). The
general principal of the Proxy Voting Policy is to vote any beneficial interest
in an equity security prudently and solely in the best long-term economic
interest of the Fund and its beneficiaries considering all relevant 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.
INVESTMENT SUBADVISOR
AMERICAN UTILITIES FUND
The Advisor has entered into a Subadvisory Agreement with W.H. Reaves & Co.,
Inc. ("Reaves") with respect to the American Utilities Fund. Under the terms
of the Subadvisory Agreement, Reaves furnishes investment advisory and
portfolio management services to the Fund with respect to its investments.
Reaves is responsible for decisions to buy and sell the Fund's investments and
all other transactions related to investments and the negotiation of brokerage
commissions, if any, except that the Advisor is responsible for managing the
cash equivalent investments maintained by the Fund in the ordinary course of
its business and which, on average, are expected to equal approximately five to
seven percent of the Fund's total assets. Purchases and sales of securities on
a securities exchange are effected through brokers who charge a negotiated
commission for their services. However, because Reaves is a member of the New
York Stock Exchange ("NYSE"), it is anticipated that the Reaves will directly
effect purchases and sales of securities on the NYSE and be paid a commission
for such services commensurate with the commissions charged by unaffiliated
brokers in arm's length transactions. (See "Portfolio Transactions and
Brokerage.") During the term of the Subadvisory Agreement, Reaves will bear
all expenses incurred by it in connection with its services under the
Subadvisory Agreement.
The Subadvisory Agreement may be terminated at any time, without payment of any
penalty, by vote of the Board of Directors of the Fund or by a vote of a
majority of the outstanding voting securities of the Fund on 60 days written
notice to Reaves. The Subadvisory Agreement may also be terminated by the
Advisor for breach upon 20 days notice, immediately in the event that Reaves
becomes unable to discharge its duties and obligations, and upon 60 days notice
for any reason. The Subadvisory Agreement may be terminated by Reaves upon 180
days notice for any reason. The Subadvisory Agreement will terminate
automatically in the event of its unauthorized assignment.
The Subadvisory Agreement requires the Advisor, not the Fund, to pay Reaves a
fee, computed and paid monthly, at an annual rate of 0.50% on the first $200
million of the Fund's average daily net assets plus 40% of the Advisor's net
management fee (after any waivers thereof) on that portion of the Fund's
average daily net assets in excess of $200 million, except that the foregoing
percentage will be 50% on average daily net assets between $1.0 billion and
$1.5 billion.
Reaves received the following subadvisory fees from the Advisor for the time
periods indicated.
<TABLE>
<CAPTION>
<S> <C>
FISCAL YEAR ENDED SUBADVISORY FEE ($)
- ----------------- -------------------
12/31/94 172,423
10/31/95* 237,408
10/31/96 650,387
10/31/97 646,590
</TABLE>
* For the ten-month fiscal year ended October 31, 1995.
In addition, the Subadvisor has also adopted a Code of Ethics ("Reaves Code")
which is identical to the Code discussed above under "Investment Advisor" in
all but two respects. First, instead of a flat prohibition against profiting
on short-term trading in securities, the Reaves Code gives a Reaves' compliance
official the authority to require forfeiture of such profits if such person
believes that the profits were gained at the expense of an advisory client.
Second, the Reaves Code modifies the seven day trading "black out" period as
contained in the Code to prohibit only like transactions by a portfolio manager
(E.G., a purchase by both the Fund and a portfolio manager of the Fund) within
seven calendar days of the establishment of an initial position or liquidation
of a position of the same securities by the Fund or other account of the
Subadvisor managed by that portfolio manager.
34
<PAGE>
LIMITED RESOURCES FUND
The Advisor has entered into a Subadvisory Agreement with Scarborough
Investment Advisers, LLC ("Scarborough") with respect to the Limited Resources
Fund. Under the terms of the Subadvisory Agreement, Scarborough furnishes
investment advisory and portfolio management services to the Fund with respect
to its investments. Scarborough is responsible for decisions to buy and sell
the Fund's investments and all other transactions related to investment and the
negotiation of brokerage commissions, if any, except that the Advisor is
responsible for managing the cash equivalent investments maintained by the Fund
in the ordinary course of its business and which, on average, are expected to
equal approximately five percent of the Fund's total assets. Purchases and
sales of securities on a securities exchange are effected through brokers who
charge a negotiated commission for their services. During the term of the
Subadvisory Agreement, Scarborough will bear all expenses incurred by it in
connection with its services under the Subadvisory Agreement.
The Subadvisory Agreement may be terminated at any time, without payment of any
penalty, by vote of the Board of Directors of the Fund or by a vote of a
majority of the outstanding voting securities of the Fund on 60 days written
notice to Scarborough. The Subadvisory Agreement may also be terminated by the
Advisor for breach upon 20 days notice, immediately in the event that
Scarborough becomes unable to discharge its duties and obligations, and upon 60
days notice for any reason. The Subadvisory Agreement may be terminated by
Scarborough upon 180 days notice for any reason. The Subadvisory Agreement
will terminate automatically in the event of its unauthorized assignment.
The Subadvisory Agreement requires the Advisor, not the Fund, to pay the
Subadvisor a fee, computed and paid monthly, at an annual rate of (i) 0.50% of
the Fund's average daily net asset value on the first $250 million of the
Fund's net assets, (ii) 0.40% of the Fund's average daily net asset value on
the Fund's net assets over $250 million and up to $1.25 billion, and (iii)
0.35% of the Fund's average daily net asset value on the Fund's net assets over
$1.25 billion.
Scarborough received the following subadvisory fees from the Advisor for the
time periods indicated.
<TABLE>
<CAPTION>
<S> <C>
FISCAL YEAR ENDED SUBADVISORY FEE ($)
- ----------------- -------------------
10/31/97* $1,643
</TABLE>
* Commenced operations on September 30, 1997.
Scarborough has adopted a Code of Ethics ("Scarborough Code") which is
substantially identical to the Code discussed above under "Investment Advisor."
DISTRIBUTOR
Under a Distribution Agreement with the Fund ("Distribution Agreement"), Strong
Funds Distributors, Inc. ("Distributor") acts as underwriter of the Fund's
shares. Mr. Strong is the Chairman and Director of the Distributor, Mr. Lemke
is a Vice President of the Distributor, and Mr. Shenkenberg is a Vice President
and Secretary of the Distributor. The Distribution Agreement provides that the
Distributor will use its best efforts to distribute the Fund's shares. Since
the Fund is a "no-load" fund, no sales commissions are charged on the purchase
of Fund 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 an indirect 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 non-cash
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, gifts,
merchandise, gift certificates, and payment of travel expenses, meals, and
lodging. As required by the proposed rule amendments of the National
Association of Securities Dealers, Inc. ("NASD"), any in-house sales incentive
program will be multi-product oriented, I.E., any incentive will be based on an
associated person's gross production of all securities within a product type
and will not be based on the sales of shares of any specifically designated
mutual fund.
PORTFOLIO TRANSACTIONS AND BROKERAGE
35
<PAGE>
The Advisor is responsible for decisions to buy and sell securities for the
Fund and for the placement of the Fund's investment business and the
negotiation of the commissions to be paid on such transactions. It is the
policy of the Advisor, to seek the best execution at the best security price
available with respect to each transaction, in light of the overall quality of
brokerage and research services provided to the Advisor, or the Fund. In
over-the-counter transactions, orders are placed directly with a principal
market maker unless it is believed that a better price and execution can be
obtained using a broker. The best price to the Fund means the best net price
without regard to the mix between purchase or sale price and commissions, if
any. In selecting broker-dealers and in negotiating commissions, the Advisor
considers a variety of factors, including best price and execution, the full
range of brokerage services provided by the broker, as well as its capital
strength and stability, and the quality of the research and research services
provided by the broker. Brokerage will not be allocated based on the sale of
any shares of the Strong Funds.
The Advisor has adopted procedures that provide generally for the Advisor to
seek to bunch orders for the purchase or sale of the same security for the
Fund, other mutual funds managed by the Advisor, and other advisory clients
(collectively, "client accounts"). The Advisor will bunch orders when it deems
it to be appropriate and in the best interest of the client accounts. When a
bunched order is filled in its entirety, each participating client account will
participate at the average share price for the bunched order on the same
business day, and transaction costs shall be shared pro rata based on each
client's participation in the bunched order. When a bunched order is only
partially filled, the securities purchased will be allocated on a pro rata
basis to each client account participating in the bunched order based upon the
initial amount requested for the account, subject to certain exceptions, and
each participating account will participate at the average share price for the
bunched order on the same business day.
Section 28(e) of the Securities Exchange Act of 1934 ("Section 28(e)") permits
an investment advisor, under certain circumstances, to cause an account to pay
a broker or dealer a commission for effecting a transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
the transaction in recognition of the value of the brokerage and research
services provided by the broker or dealer. Brokerage and research services
include (1) furnishing advice as to the value of securities, the advisability
of investing in, purchasing or selling securities, and the availability of
securities or purchasers or sellers of securities; (2) furnishing analyses and
reports concerning issuers, industries, securities, economic factors and
trends, portfolio strategy, and the performance of accounts; and (3) effecting
securities transactions and performing functions incidental thereto (such as
clearance, settlement, and custody).
In carrying out the provisions of the Advisory Agreement, the Advisor may cause
the Fund to pay a broker, which provides brokerage and research services to the
Advisor, a commission for effecting a securities transaction in excess of the
amount another broker would have charged for effecting the transaction. The
Advisor believes it is important to its investment decision-making process to
have access to independent research. The Advisory Agreement provides that such
higher commissions will not be paid by the Fund unless (1) the Advisor
determines in good faith that the amount is reasonable in relation to the
services in terms of the particular transaction or in terms of the Advisor's
overall responsibilities with respect to the accounts as to which it exercises
investment discretion; (2) such payment is made in compliance with the
provisions of Section 28(e), other applicable state and federal laws, and the
Advisory Agreement; and (3) in the opinion of the Advisor, the total
commissions paid by the Fund will be reasonable in relation to the benefits to
the Fund over the long term. The investment management fee paid by the Fund
under the Advisory Agreement is not reduced as a result of the Advisor's
receipt of research services.
Generally, research services provided by brokers may include information on the
economy, industries, groups of securities, individual companies, statistical
information, accounting and tax law interpretations, political developments,
legal developments affecting portfolio securities, technical market action,
pricing and appraisal services, credit analysis, risk measurement analysis,
performance analysis, and analysis of corporate responsibility issues. Such
research services are received primarily in the form of written reports,
telephone contacts, and personal meetings with security analysts. In addition,
such research services may be provided in the form of access to various
computer-generated data, computer hardware and software, and meetings arranged
with corporate and industry spokespersons, economists, academicians, and
government representatives. In some cases, research services are generated by
third parties but are provided to the Advisor by or through brokers. Such
brokers may pay for all or a portion of computer hardware and software costs
relating to the pricing of securities.
Where the Advisor itself receives both administrative benefits and research and
brokerage services from the services provided by brokers, it makes a good faith
allocation between the administrative benefits and the research and brokerage
services, and will pay for any administrative benefits with cash. In making
good faith allocations between administrative benefits and research and
brokerage services, a conflict of interest may exist by reason of the Advisor's
allocation of the costs of such benefits and services between those that
primarily benefit the Advisor and those that primarily benefit the Fund and
other advisory clients.
From time to time, the Advisor may purchase new issues of securities for the
Fund in a fixed income price offering. In these situations, the seller may be a
member of the selling group that will, in addition to selling the securities to
the Fund and other advisory clients, provide the Advisor with research. The
NASD has adopted rules expressly permitting these types of arrangements under
certain circumstances. Generally, the seller will provide research "credits" in
these situations at a rate that is higher than that which is available for
typical secondary market transactions. These arrangements may not fall within
the safe harbor of Section 28(e).
At least annually, the Advisor considers the amount and nature of research and
research services provided by brokers, as well as the extent to which such
services are relied upon, and attempts to allocate a portion of the brokerage
business of the Fund and other advisory clients on the basis of that
consideration. In addition, brokers may suggest a level of business they would
like to receive in order to continue to provide such services. The actual
brokerage business received by a broker may be more or less than the suggested
allocations, depending upon the Advisor's evaluation of all applicable
considerations.
The Advisor has informal arrangements with various brokers whereby, in
consideration for providing research services and subject to Section 28(e), the
Advisor allocates brokerage to those firms, provided that the value of any
research and brokerage services was reasonable in relationship to the amount of
commission paid and was subject to best execution. In no case will the
Advisor make binding commitments as to the level of brokerage commissions it
will allocate to a broker, nor will it commit to pay cash if any informal
targets are not met. The Advisor anticipates it will continue to enter into
such brokerage arrangements.
The Advisor may direct the purchase of securities on behalf of the Fund and
other advisory clients in secondary market transactions, in public offerings
directly from an underwriter, or in privately negotiated transactions with an
issuer. When the Advisor believes the circumstances so warrant, securities
purchased in public offerings may be resold shortly after acquisition in the
immediate aftermarket for the security in order to take advantage of price
appreciation from the public offering price or for other reasons. Short-term
trading of securities acquired in public offerings, or otherwise, may result in
higher portfolio turnover and associated brokerage expenses.
With respect to the Fund's foreign equity investing, the Advisor is responsible
for selecting brokers in connection with foreign securities transactions. The
fixed commissions paid in connection with most foreign stock transactions are
usually higher than negotiated commissions on U.S. stock transactions. Foreign
stock exchanges and brokers are subject to less government supervision and
regulation as compared with the U.S. exchanges and brokers. In addition,
foreign security settlements may in some instances be subject to delays and
related administrative uncertainties.
37
<PAGE>
The Advisor places portfolio transactions for other advisory accounts,
including other mutual funds managed by the Advisor. Research services
furnished by firms through which the Fund effects its securities transactions
may be used by the Advisor in servicing all of its accounts; not all of such
services may be used by the Advisor in connection with the Fund. In the
opinion of the Advisor, it is not possible to measure separately the benefits
from research services to each of the accounts managed by the Advisor. Because
the volume and nature of the trading activities of the accounts are not
uniform, the amount of commissions in excess of those charged by another broker
paid by each account for brokerage and research services will vary. However,
in the opinion of the Advisor, such costs to the Fund will not be
disproportionate to the benefits received by the Fund on a continuing basis.
The Advisor seeks to allocate portfolio transactions equitably whenever
concurrent decisions are made to purchase or sell securities by the Fund and
another advisory account. In some cases, this procedure could have an adverse
effect on the price or the amount of securities available to the Fund. In
making such allocations between the Fund and other advisory accounts, the main
factors considered by the Advisor are the respective investment objectives, the
relative size of portfolio holdings of the same or comparable securities, the
availability of cash for investment, the size of investment commitments
generally held, and the opinions of the persons responsible for recommending
the investment.
Where consistent with a client's investment objectives, investment
restrictions, and risk tolerance, the Advisor may purchase securities sold in
underwritten public offerings for client accounts, commonly referred to as
"deal" securities. The Advisor has adopted deal allocation procedures
("Procedures"), summarized below, that reflect the Advisor's overriding policy
that deal securities must be allocated among participating client accounts in a
fair and equitable manner and that deal securities may not be allocated in a
manner that unfairly discriminates in favor of certain clients or types of
clients.
The Procedures provide that, in determining which client accounts a portfolio
manager team will seek to have purchase deal securities, the team will consider
all relevant factors including, but not limited to, the nature, size, and
expected allocation to the Advisor of deal securities; the size of the
account(s); the accounts' investment objectives and restrictions; the risk
tolerance of the client; the client's tolerance for possibly higher portfolio
turnover; the amount of commissions generated by the account during the past
year; and the number and nature of other deals the client has participated in
during the past year.
Where more than one of the Advisor's portfolio manager team seeks to have
client accounts participate in a deal and the amount of deal securities
allocated to the Advisor by the underwriting syndicate is less than the
aggregate amount ordered by the Advisor (a "reduced allocation"), the deal
securities will be allocated among the portfolio manager teams based on all
relevant factors. The primary factor shall be assets under management,
although other factors that may be considered in the allocation decision
include, but are not limited to, the nature, size, and expected allocation of
the deal; the amount of brokerage commissions or other amounts generated by the
respective participating portfolio manager teams; and which portfolio manager
team is primarily responsible for the Advisor receiving securities in the deal.
Based on relevant factors, the Advisor has established general allocation
percentages for its portfolio manager teams, and these percentages are reviewed
on a regular basis to determine whether asset growth or other factors make it
appropriate to use different general allocation percentages for reduced
allocations.
When a portfolio manager team receives a reduced allocation of deal securities,
the portfolio manager team will allocate the reduced allocation among client
accounts in accordance with the allocation percentages set forth in the team's
initial allocation instructions for the deal securities, except where this
would result in a DE MINIMIS allocation to any client account. On a regular
basis, the Advisor reviews the allocation of deal securities to ensure that
they have been allocated in a fair and equitable manner that does not unfairly
discriminate in favor of certain clients or types of clients.
Transactions in futures contracts are executed through futures commission
merchants ("FCMs"). The Fund's procedures in selecting FCMs to execute the
Fund's transactions in futures contracts are similar to those in effect with
respect to brokerage transactions in securities.
The Fund paid the following brokerage commissions for the time periods
indicated:
<TABLE>
<CAPTION>
<S> <C>
FISCAL YEAR ENDED BROKERAGE COMMISSIONS ($)
- ------------------ ------------------------------------------------
</TABLE>
American Utilities Fund
38
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
12/31/94 136,000
10/31/95* 176,000
10/31/96 357,280
10/31/97 244,297
</TABLE>
Asset Allocation Fund
<TABLE>
<CAPTION>
<S> <C>
12/31/94 626,000
10/31/95* 942,000
10/31/96 1,679,795
10/31/97 1,169,279
</TABLE>
Blue Chip 100 Fund
<TABLE>
<CAPTION>
<S> <C>
10/31/97(1) 2,040
</TABLE>
Equity Income Fund
<TABLE>
<CAPTION>
<S> <C>
10/31/96(2) 88,859
10/31/97 379,137
</TABLE>
Growth and Income Fund
<TABLE>
<CAPTION>
<S> <C>
10/31/96(2) 43,466
10/31/97 871,596
</TABLE>
Limited Resources Fund
<TABLE>
<CAPTION>
<S> <C>
10/31/97(3) 8,574
</TABLE>
Total Return Fund
<TABLE>
<CAPTION>
<S> <C>
12/31/94 4,403,000
10/31/95* 3,863,000
10/31/96 6,418,764
10/31/97 5,878,054
</TABLE>
* For the ten-month fiscal year ended October 31, 1995.
(1) Commenced operations on June 30, 1997.
(2) Commenced operations on December 29, 1995.
(3) Commenced operations on September 30, 1997.
With respect to the American Utilities Fund only, because Reaves is a member of
the NYSE, it expects to act as a broker for transactions in the Fund's
securities. In order for Reaves to effect any portfolio transactions for the
Fund on an exchange, the commissions, fees or other remuneration received by
Reaves must be reasonable and fair compared to the commissions, fees or other
remuneration paid to other brokers in connection with comparable transactions
involving similar securities being purchased or sold on an exchange during a
comparable period of time. This standard allows Reaves to receive no more than
the remuneration which would be expected to be received by an unaffiliated
broker in a commensurate arm's-length transaction. For the periods indicated
in the brokerage commission table above, the Fund paid Reaves the full amount
of the brokerage commissions indicated in the table. The payments made to
Reaves during the indicated time periods represented 100% of the Fund's
aggregate brokerage commissions.
<TABLE>
<CAPTION>
<S> <C>
FISCAL YEAR ENDED BROKERAGE COMMISSIONS PAID TO REAVES($)
- ------------------ ---------------------------------------
12/31/94 136,000
</TABLE>
39
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
10/31/95* 176,000
10/31/96 357,280
10/31/97 244,297
</TABLE>
Unless otherwise noted below, the Fund has not acquired securities of its
regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act) or
their parents:
<TABLE>
<CAPTION>
<S> <C>
REGULAR BROKER OR DEALER VALUE OF SECURITIES OWNED AS OF OCTOBER 31, 1997
OR PARENT(OR PARENT) ISSUER
- -------------------------------------------- -----------------------------------------------
Smith Barney, Inc. $10,500,000 (Total Return Fund)
Merrill Lynch, Pierce, Fenner & Smith, Inc. $10,820,000 (Total Return Fund)
Merrill Lynch & Company, Inc. $798,000 (Asset Allocation Fund)
Merrill Lynch, Pierce, Fenner & Smith, Inc. $898,000 (Growth and Income Fund)
Morgan Stanley, Dean Witter, Discovery & Co. $907,000 (Growth and Income Fund)
Travelers Group, Inc. $2,716,000 (Growth and Income Fund)
Merrill Lynch, Pierce, Fenner & Smith, Inc. $592,000 (Equity Income Fund)
Morgan Stanley, Dean Witter, Discovery & Co. $711,000 (Equity Income Fund)
Travelers Group, Inc. $1,601,000 (Equity Income Fund)
Merrill Lynch, Pierce, Fenner & Smith, Inc. $95,000 (Blue Chip 100 Fund)
Morgan Stanley, Dean Witter, Discovery & Co. $16,000 (Blue Chip 100 Fund)
Travelers Group, Inc. $90,000 (Blue Chip 100 Fund)
</TABLE>
For the fiscal period ended October 31, 1996, the Total Return Fund's portfolio
turnover rate was 502.4%. This portfolio turnover rate was higher than
anticipated primarily because the Fund repositioned its portfolio in light of
its investment objective, policies, and the then prevailing market environment.
CUSTODIAN
As custodian of the Fund's assets, Firstar Trust Company, 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.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
The Advisor acts as transfer agent and dividend-disbursing agent for the Fund.
The Advisor is compensated based on an annual fee per open account of $21.75
for equity funds, $31.50 for income and municipal income funds, and $32.50 for
money market funds, plus out-of-pocket expenses, such as postage and printing
expenses in connection with shareholder communications. The Advisor also
receives an annual fee per closed account of $4.20 from the Fund. The fees
received and the services provided as transfer agent and dividend disbursing
agent are in addition to those received and provided by the Advisor under the
Advisory Agreements. In addition, the Advisor provides certain printing and
mailing services for the Fund, such as printing and mailing of shareholder
account statements, checks, and tax forms.
From time to time, the Fund, directly or indirectly through arrangements with
the Advisor, and/or the Advisor may pay amounts to third parties that provide
transfer agent type services and other administrative services relating to the
Fund to persons who beneficially own interests in the Fund, such as
participants in 401(k) plans. These services may include, among other things,
sub-accounting services, transfer agent type activities, answering inquiries
relating to the Fund, transmitting proxy statements, annual reports, updated
prospectuses, other communications regarding the Fund, and related services as
the Fund or beneficial owners may reasonably request. In such cases, the Fund
will not pay fees based on the number of beneficial owners at a rate that is
greater than the rate the Fund is currently paying the Advisor for providing
these services to Fund shareholders.
40
<PAGE>
The Fund paid the following amounts for the time periods indicated for transfer
agency and dividend disbursing and printing and mailing services:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
PER ACCOUNT OUT-OF-POCKET PRINTING/MAILING TOTAL COST AFTER
FUND CHARGES ($) EXPENSES ($) SERVICES ($) WAIVER ($) WAIVER ($)
- ---- ----------- ------------- ---------------- ---------- ----------------
</TABLE>
American Utilities Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
12/31/94 56,756 451 798 0 58,005
10/31/95* 161,976 19,487 2,247 0 183,710
10/31/96 327,694 28,507 4,880 0 361,081
10/31/97 326,398 20,559 4,109 0 351,066
</TABLE>
Asset Allocation Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
12/31/94 594,683 158,509 14,340 0 767,532
10/31/95* 461,676 69,276 9,691 0 540,643
10/31/96 539,817 56,770 10,861 0 607,448
10/31/97 581,766 48,301 9,704 0 639,771
</TABLE>
Blue Chip 100 Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
10/31/97(1) 4,859 840 160 1,794 4,065
</TABLE>
Equity Income Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
10/31/96(2) 20,372 3,944 300 0 24,616
10/31/97 157,147 18,849 1,992 0 177,988
</TABLE>
Growth and Income Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
10/31/96(2) 17,100 4,375 398 0 21,873
10/31/97 306,928 40,868 4,989 0 352,785
</TABLE>
Limited Resources Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
10/31/97(3) 638 0 0 0 638
</TABLE>
Total Return Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
12/31/94 1,617,511 341,401 36,448 0 1,995,360
10/31/95* 1,235,853 167,928 24,187 0 1,427,968
10/31/96 1,336,369 140,595 29,532 0 1,706,496
10/31/97 1,558,512 126,550 17,860 0 1,702,922
</TABLE>
* For the ten-month fiscal year ended October 31, 1995.
(1) Commenced operations on June 30, 1997.
(2) Commenced operations on December 29, 1995.
(3) Commenced operations on September 30, 1997.
TAXES
GENERAL
The Fund intends to qualify annually for treatment as a regulated investment
company ("RIC") under the IRC. This qualification does not involve government
supervision of the Fund's management practices or policies. The following
federal
41
<PAGE>
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. From time to time the Advisor
may find it necessary to make certain types of investments for the purpose of
ensuring that the Fund continues to qualify for treatment as a RIC under the
IRC.
If Fund shares are sold at a loss after being held for six 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 will be subject to a nondeductible 4% excise tax ("Excise Tax") to the
extent it fails to distribute by the end of any calendar year substantially all
of its ordinary income for that year and capital gain net income for the
one-year period ending on October 31 of that year, plus certain other amounts.
FOREIGN TRANSACTIONS
Dividends and interest received by the Fund may be subject to income,
withholding, or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on its securities. Tax conventions between certain
countries and the U.S may reduce or eliminate these foreign taxes, however, and
many foreign countries do not impose taxes on capital gains in respect of
investments by foreign investors. If more than 50% of the value of the Fund's
total assets at the close of its taxable year consists of securities of foreign
corporations, it will be eligible to, and may, file an election with the
Internal Revenue Service that would enable its shareholders, in effect, to
receive the benefit of the foreign tax credit with respect to any foreign and
U.S. possessions income taxes paid by it. The Fund making this election would
treat those taxes as dividends paid to its shareholders and each shareholder
would be required to (1) include in gross income, and treat as paid by him, his
proportionate share of those taxes, (2) treat his share of those taxes and of
any dividend paid by the Fund that represents income from foreign or U.S.
possessions sources as his own income from those sources, and (3) either deduct
the taxes deemed paid by him in computing his taxable income or, alternatively,
use the foregoing information in calculating the foreign tax credit against his
federal income tax. The Fund will report to its shareholders shortly after
each taxable year their respective shares of its income from sources within,
and taxes paid to, foreign countries and U.S. possessions if it makes this
election.
The Fund holding foreign securities in its investment portfolio maintains its
accounts and calculates its income in U.S. dollars. In general, gain or loss
(1) from the disposition of foreign currencies and forward currency contracts,
(2) from the disposition of foreign-currency-denominated debt securities that
are attributable to fluctuations in exchange rates between the date the
securities are acquired and their disposition date, and (3) attributable to
fluctuations in exchange rates between the time the Fund accrues interest or
other receivables or expenses or other liabilities denominated in a foreign
currency and the time the Fund actually collects those receivables or pays
those liabilities, will be treated as ordinary income or loss. A
foreign-currency-denominated debt security acquired by the Fund may bear
interest at a high normal rate that takes into account expected decreases in
the value of the principal amount of the security due to anticipated currency
devaluations; in that case, the Fund
42
<PAGE>
would be required to include the interest in income as it accrues but generally
would realize a currency loss with respect to the principal only when the
principal was received (through disposition or upon maturity).
The Fund may invest in the stock of "passive foreign investment companies"
("PFICs") in accordance with its investment objective, policies and
restrictions. A PFIC is a foreign corporation that, in general, meets either
of the following tests: (1) at least 75% of its gross income is passive or (2)
an average of at least 50% of its assets produce, or are held for the
production of, passive income. Under certain circumstances, the Fund will be
subject to federal income tax on a portion of any "excess distribution"
received on the stock or of any gain on disposition of the stock (collectively,
"PFIC income"), plus interest thereon, even if the Fund distributes the PFIC
income as a taxable dividend to its shareholders. The balance of the PFIC
income will be included in the Fund's investment company taxable income and,
accordingly, will not be taxable to it to the extent that income is distributed
to its shareholders. If the Fund invests in a PFIC and elects to treat the
PFIC as a "qualified electing fund," then in lieu of the foregoing tax and
interest obligation, the Fund will be required to include in income each year
its pro rata share of the qualified electing fund's annual ordinary earnings
and net capital gain (the excess of net long-term capital gain over net
short-term capital loss) -- which probably would have to be distributed to its
shareholders to satisfy the Distribution Requirement and avoid imposition of
the Excise Tax -- even if those earnings and gain were not received by the
Fund. In most instances it will be very difficult, if not impossible, to make
this election because of certain requirements thereof.
DERIVATIVE INSTRUMENTS
The use of derivatives strategies, such as purchasing and selling (writing)
options and futures and entering into forward currency contracts, if
applicable, involves complex rules that will determine for income tax purposes
the character and timing of recognition of the gains and losses the Fund
realizes in connection therewith. Gains from the disposition of foreign
currencies, if any (except certain gains therefrom that may be excluded by
future regulations), and income from transactions in options, futures, and
forward currency contracts, if applicable, derived by the Fund with respect to
its business of investing in securities or foreign currencies, if applicable,
will qualify as permissible income under the Income Requirement.
For federal income tax purposes, the Fund is required to recognize as income
for each taxable year its net unrealized gains and losses on options, futures,
or forward currency contracts, if any, that are subject to section 1256 of the
IRC ("Section 1256 Contracts") and are held by the Fund as of the end of the
year, as well as gains and losses on Section 1256 Contracts actually realized
during the year. Except for Section 1256 Contracts that are part of a "mixed
straddle" and with respect to which the Fund makes a certain election, any gain
or loss recognized with respect to Section 1256 Contracts is considered to be
60% long-term capital gain or loss and 40% short-term capital gain or loss,
without regard to the holding period of the Section 1256 Contract.
ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES
The Fund may acquire zero-coupon, step-coupon, or other securities issued with
original issue discount. As a holder of those securities, the Fund must
include in its income the original issue discount that accrues on the
securities during the taxable year, even if the Fund receives no corresponding
payment on the securities during the year. Similarly, the Fund must include in
its income securities it receives as "interest" on pay-in-kind securities.
Because the Fund annually must distribute substantially all of its investment
company taxable income, including any original issue discount and other
non-cash income, to satisfy the Distribution Requirement and avoid imposition
of the Excise Tax, it may be required in a particular year to distribute as a
dividend an amount that is greater than the total amount of cash it actually
receives. Those distributions may be made from the proceeds on sales of
portfolio securities, if necessary. The Fund may realize capital gains or
losses from those sales, which would increase or decrease its investment
company taxable income or net capital gain, or both.
DETERMINATION OF NET ASSET VALUE
The net asset value of the Fund will be determined as of the close of trading
on each day the New York Stock Exchange ("NYSE") is open for trading. The NYSE
is open for trading Monday through Friday except, New Year's 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
43
<PAGE>
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.
Debt securities are valued by a pricing service that utilizes electronic data
processing techniques to determine values for normal institutional-sized
trading units of debt securities without regard to sale or bid prices when such
values are believed to more accurately reflect the fair market value for such
securities. Otherwise, sale or bid prices are used. Any securities or other
assets for which market quotations are not readily available are valued at fair
value as determined in good faith by the Board of Directors of each Fund. Debt
securities having remaining maturities of 60 days or less are valued by the
amortized cost method when the respective Fund's Board of Directors determines
that the fair value of such securities is their amortized cost. Under this
method of valuation, a security is initially valued at its acquisition cost,
and thereafter, amortization of any discount or premium is assumed each day,
regardless of the impact of the fluctuating rates on the market value of the
instrument.
ADDITIONAL SHAREHOLDER INFORMATION
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.
REDEMPTION-IN-KIND
The Fund has elected to be governed by Rule 18f-1 under the 1940 Act, which
obligates the Fund to redeem shares in cash, with respect to any one
shareholder during any 90-day period, up to the lesser of $250,000 or 1% of the
assets of the Fund. If the Advisor determines that existing conditions make
cash payments undesirable, redemption payments may be made in whole or in part
in securities or other financial assets, valued for this purpose as they are
valued in computing the NAV for the Fund's shares (a "redemption-in-kind").
Shareholders receiving securities or other financial assets in a
redemption-in-kind may realize a gain or loss for tax purposes, and will incur
any costs of sale, as well as the associated inconveniences. If you expect to
make a redemption in excess of the lesser of $250,000 or 1% of the Fund's
assets during any 90-day period and would like to avoid any possibility of
being paid with securities in-kind, you may do so by providing Strong Funds
with an unconditional instruction to redeem at least 15 calendar days prior to
the date on which the redemption transaction is to occur, specifying the dollar
amount or number of shares to be redeemed and the date of the transaction
(please call 1-800-368-3863). This will provide the Fund with sufficient time
to raise the cash in an orderly manner to pay the redemption and thereby
minimize the effect of the redemption on the interests of the Fund's remaining
shareholders.
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 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.
RETIREMENT PLANS
INDIVIDUAL RETIREMENT ACCOUNT (IRA): Everyone under age 70 1/2 with earned
income may contribute to a tax-deferred IRA. The Strong Funds offer a prototype
plan for you to establish your own IRA. You are allowed to contribute up to the
lesser of
44
<PAGE>
$2,000 or 100% of your earned income each year to your IRA (or up to $4,000
between your IRA and your non-working spouses' IRA). Under certain
circumstances, your contribution will be deductible.
ROTH IRA: Taxpayers, of any age, who have earned income, and whose 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 Code 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 $6,000, on a pre-tax basis, to a SIMPLE-IRA
account. The employer is required to make annual contributions to eligible
employees' accounts. All contributions grow tax-deferred.
DEFINED CONTRIBUTION PLAN: A defined contribution plan allows self-employed
individuals, partners, or a corporation to provide retirement benefits for
themselves and their employees. Plan types include: profit-sharing plans,
money purchase pension plans, and paired plans (a combination of a
profit-sharing plan and a money purchase plan).
401(K) PLAN: A 401(k) plan is a type of profit-sharing plan that allows
employees to have part of their salary contributed on a pre-tax basis to a
retirement plan which will earn tax-deferred income. A 401(k) plan is funded by
employee contributions, employer contributions, or a combination of both.
403(B)(7) PLAN: A tax-sheltered custodial account designed to qualify under
section 403(b)(7) of the Code is available for use by employees of certain
educational, non-profit, hospital, and charitable organizations.
ORGANIZATION
The Fund is either a "Corporation" or a "Series" of common stock of a
Corporation, as described in the chart below:
45
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Incorporation Date Series Authorized Par
Corporation Date Created Shares Value ($)
- ----------------------------------------- ------------- ----------- ---------- ---------
Strong Asset Allocation Fund, Inc.(1) 09/03/81 Indefinite .01
Strong Conservative Equity Funds, Inc.(2) 12/28/90 Indefinite .00001
- - Strong American Utilities Fund 12/28/90 Indefinite .00001
- - Strong Equity Income Fund 10/27/95 Indefinite .00001
- - Strong Growth and Income Fund 10/27/95 Indefinite .00001
- - Strong Blue Chip 100 Fund 06/25/97 Indefinite .00001
- - Strong Limited Resources Fund 08/14/97 Indefinite .00001
Strong Total Return Fund, Inc. 09/03/81 Indefinite .01
</TABLE>
(1) Prior to December 21, 1994, the Corporation's name was Strong Investment
Fund, Inc.
(2) Prior to October 27, 1995, the Corporation's name was Strong American
Utilities Fund, Inc.
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. 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
46
<PAGE>
(10%) of all the votes entitled to be cast at such meeting, the Secretary of
the Fund shall promptly call a special meeting of shareholders for the purpose
of voting upon the question of removal of any director. The Secretary shall
inform such shareholders of the reasonable estimated costs of preparing and
mailing the notice of the meeting, and upon payment to the Fund of such costs,
the Fund shall give not less than ten nor more than sixty days notice of the
special meeting.
PERFORMANCE INFORMATION
The Strong Fund's 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.
DISTRIBUTION RATE
The distribution rate for the Fund is computed, according to a non-standardized
formula, by dividing the total amount of actual distributions per share paid by
the Fund over a twelve month period by the Fund's net asset value on the last
day of the period. The distribution rate differs from the Fund's yield because
the distribution rate includes distributions to shareholders from sources other
than dividends and interest, such as short-term capital gains. Therefore, the
Fund's distribution rate may be substantially different than its yield. Both
the Fund's yield and distribution rate will fluctuate.
AVERAGE ANNUAL TOTAL RETURN
The Fund's average annual total return quotation is computed in accordance with
a standardized method prescribed by rules of the SEC. The average annual total
return for the Fund for a specific period is calculated by first taking a
hypothetical $10,000 investment ("initial investment") in the Fund's shares on
the first day of the period and computing the "redeemable value" of that
investment at the end of the period. The redeemable value is then divided by
the initial investment, and this quotient is taken to the Nth root (N
representing the number of years in the period) and 1 is subtracted from the
result, which is then expressed as a percentage. The calculation assumes that
all income and capital gains dividends paid by the Fund have been reinvested at
net asset value on the reinvestment dates during the period.
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.
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.
TOTAL RETURN
AMERICAN UTILITIES FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Initial $10,000 Ending value Cumulative Average Annual
Time Period Investment October 31, 1997 Total Return Total Return
- ------------- --------------- ---------------- ------------ ---------------
One Year $10,000 $11,970 19.70% 19.70%
- ------------- --------------- ---------------- ------------ ---------------
Life of Fund* $10,000 $17,185 71.85% 13.31%
- ------------- --------------- ---------------- ------------ ---------------
</TABLE>
47
<PAGE>
* Commenced operations on July 1, 1993.
ASSET ALLOCATION FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Initial $10,000 Ending value Cumulative Average Annual
Time Period Investment October 31, 1997 Total Return Total Return
- ------------- --------------- ---------------- ------------ ---------------
One Year $10,000 $11,934 19.34% 19.34%
- ------------- --------------- ---------------- ------------ ---------------
Five Year $10,000 $17,519 75.19% 11.87%
- ------------- --------------- ---------------- ------------ ---------------
Ten Year $10,000 $26,773 167.73% 10.35%
- ------------- --------------- ---------------- ------------ ---------------
Life of Fund* $10,000 $78,872 688.72% 13.93%
- ------------- --------------- ---------------- ------------ ---------------
</TABLE>
* Commenced operations on December 30, 1981.
BLUE CHIP 100 FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Initial $10,000 Ending value Cumulative Average Annual
Time Period Investment October 31, 1997 Total Return Total Return
- ------------- --------------- ---------------- ------------ ---------------
Life of Fund* $10,000 $10,390 3.90% Not applicable
- ------------- --------------- ---------------- ------------ ---------------
</TABLE>
* Commenced operations on June 30, 1997.
EQUITY INCOME FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Initial $10,000 Ending value Cumulative Average Annual
Time Period Investment October 31, 1997 Total Return Total Return
- ------------- --------------- ---------------- ------------ ---------------
One Year $10,000 $13,288 32.88% 32.88%
- ------------- --------------- ---------------- ------------ ---------------
Life of Fund* $10,000 $16,146 61.46% 29.87%
- ------------- --------------- ---------------- ------------ ---------------
</TABLE>
* Commenced operations on December 29, 1995.
GROWTH AND INCOME FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Initial $10,000 Ending value Cumulative Average Annual
Time Period Investment October 31, 1997 Total Return Total Return
- ------------- --------------- ---------------- ------------ ---------------
One Year $10,000 $13,290 32.90% 32.90%
- ------------- --------------- ---------------- ------------ ---------------
Life of Fund* $10,000 $16,505 65.05% 31.43%
- ------------- --------------- ---------------- ------------ ---------------
</TABLE>
* Commenced operations on December 29, 1995.
LIMITED RESOURCES FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Initial $10,000 Ending value Cumulative Average Annual
Time Period Investment October 31, 1997 Total Return Total Return
- ------------- --------------- ---------------- ------------ ---------------
Life of Fund* $10,000 $9,510 (4.90%) Not applicable
- ------------- --------------- ---------------- ------------ ---------------
</TABLE>
* Commenced operations on September 30, 1997.
TOTAL RETURN FUND
48
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Initial $10,000 Ending value Cumulative Average Annual
Time Period Investment October 31, 1997 Total Return Total Return
- ------------- --------------- ---------------- ------------ ---------------
One Year $10,000 $12,338 23.38% 23.38%
- ------------- --------------- ---------------- ------------ ---------------
Five Year $10,000 $22,316 123.16% 17.42%
- ------------- --------------- ---------------- ------------ ---------------
Ten Year $10,000 $31,797 217.97% 12.26%
- ------------- --------------- ---------------- ------------ ---------------
Life of Fund* $10,000 $103,000 930.00% 15.87%
- ------------- --------------- ---------------- ------------ ---------------
</TABLE>
* Commenced operations on December 30, 1981.
COMPARISONS
U.S. TREASURY BILLS, NOTES, OR BONDS. Investors may want to compare the
performance of the Fund to that of U.S. Treasury bills, notes, or bonds, which
are issued by the U.S. Government. Treasury obligations are issued in selected
denominations. Rates of Treasury obligations are fixed at the time of issuance
and payment of principal and interest is backed by the full faith and credit of
the Treasury. The market value of such instruments will generally fluctuate
inversely with interest rates prior to maturity and will equal par value at
maturity. Generally, the values of obligations with shorter maturities will
fluctuate less than those with longer maturities.
CERTIFICATES OF DEPOSIT. Investors may want to compare the Fund's performance
to that of certificates of deposit offered by banks and other depositary
institutions. Certificates of deposit may offer fixed or variable interest
rates and principal is guaranteed and may be insured. Withdrawal of the
deposits prior to maturity normally will be subject to a penalty. Rates
offered by banks and other depositary institutions are subject to change at any
time specified by the issuing institution.
MONEY MARKET FUNDS. Investors may also want to compare performance of the Fund
to that of money market funds. Money market fund yields will fluctuate and
shares are not insured, but share values usually remain stable.
LIPPER 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.
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
49
<PAGE>
those of shorter-maturity bonds. Interest rates for bonds may be fixed at the
time of issuance, and payment of principal and interest may be guaranteed by
the issuer and, in the case of U.S. Treasury obligations, backed by the full
faith and credit of the U.S. Treasury.
STRONG FUNDS. The Strong Fund offers a comprehensive range of conservative to
aggressive investment options. The Strong Funds and their investment objectives
are listed below. The Funds are listed in ascending order of risk and return,
as determined by the Funds' Advisor.
FUND NAME INVESTMENT OBJECTIVE
<TABLE>
<CAPTION>
<S> <C>
Strong Step 1 Money Fund Current income, a stable share price, and daily liquidity.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Money Market Fund Current income, a stable share price, and daily liquidity.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Heritage Money Fund Current income, a stable share price, and daily liquidity.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Municipal Money Market Federally tax-exempt current income, a stable share-price, and daily liquidity.
Fund
- --------------------------------- -------------------------------------------------------------------------------------
Strong Municipal Advantage Fund Federally tax-exempt current income with a very low degree of share-price
fluctuation.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Advantage Fund Current income with a very low degree of share-price fluctuation.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Short-Term Municipal Bond Total return by investing for a high level of federally tax-exempt current income
Fund with a low degree of share-price fluctuation.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Short-Term Bond Fund Total return by investing for a high level of current income with a low degree of
share-price fluctuation.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Short-Term Global Bond Total return by investing for a high level of income with a low degree of share-price
Fund fluctuation.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Short-Term High Yield Total return by investing for a high level of federally tax-exempt current income
Municipal Fund with a moderate degree of share-price fluctuation.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Short-Term High Yield Bond Total return by investing for a high level of current income with a moderate degree
Fund of share-price fluctuation.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Government Securities Fund Total return by investing for a high level of current income with a moderate degree
of share-price fluctuation.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Municipal Bond Fund Total return by investing for a high level of federally tax-exempt current income
with a moderate degree of share-price fluctuation.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Corporate Bond Fund Total return by investing for a high level of current income with a moderate degree
of share-price fluctuation.
- --------------------------------- -------------------------------------------------------------------------------------
Strong High-Yield Municipal Bond Total return by investing for a high level of federally tax-exempt current income.
Fund
- --------------------------------- -------------------------------------------------------------------------------------
Strong High-Yield Bond Fund Total return by investing for a high level of current income and capital growth.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Global High-Yield Bond Total return by investing for a high level of current income and capital growth.
Fund
- --------------------------------- -------------------------------------------------------------------------------------
Strong International Bond Fund High total return by investing for both income and capital appreciation.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Asset Allocation Fund High total return consistent with reasonable risk over the long term.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Equity Income Fund Total return by investing for both income and capital growth.
- --------------------------------- -------------------------------------------------------------------------------------
Strong American Utilities Fund Total return by investing for both income and capital growth.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Blue Chip 100 Fund Total return by investing for both income and capital growth.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Limited Resources Fund Total return by investing for both capital growth and income.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Total Return Fund High total return by investing for capital growth and income.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Growth and Income Fund High total return by investing for capital growth and income.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Index 500 Fund To approximate as closely as practicable (before fees and expenses) the
capitalization-weighted total rate of return of that portion of the U.S. market for
publicly traded common stocks composed of the larger capitalized companies.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Schafer Balanced Fund Total return by investing for both income and capital growth.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Schafer Value Fund Long-term capital appreciation principally through investment in common stocks
and other equity securities. Current income is a secondary objective.
- --------------------------------- -------------------------------------------------------------------------------------
Strong Dow 30 Value Fund Capital growth.
- --------------------------------- -------------------------------------------------------------------------------------
</TABLE>
50
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Strong Value Fund Capital growth.
- ------------------------------- ---------------
Strong Opportunity Fund Capital growth.
- ------------------------------- ---------------
Strong Mid Cap Fund Capital growth.
- ------------------------------- ---------------
Strong Common Stock Fund* Capital growth.
- ------------------------------- ---------------
Strong Small Cap Value Fund Capital growth.
- ------------------------------- ---------------
Strong Growth Fund Capital growth.
- ------------------------------- ---------------
Strong Discovery Fund Capital growth.
- ------------------------------- ---------------
Strong Small Cap Fund Capital growth.
- ------------------------------- ---------------
Strong Growth 20 Fund Capital growth.
- ------------------------------- ---------------
Strong International Stock Fund Capital growth.
- ------------------------------- ---------------
Strong Asia Pacific Fund Capital growth.
- ------------------------------- ---------------
</TABLE>
* The Fund is closed to new investors, except the Fund may continue to
offer its shares through certain 401(k) plans and similar company-sponsored
retirement plans.
The Advisor also serves as Advisor to several management investment companies,
some of which fund variable annuity separate accounts of certain insurance
companies.
The Fund may from time to time be compared to the other Strong Funds based on a
risk/reward spectrum. In general, the amount of risk associated with any
investment product is commensurate with that product's potential level of
reward. The Strong Funds risk/reward continuum or any Fund's position on the
continuum may be described or diagrammed in marketing materials. The Strong
Funds risk/reward continuum positions the risk and reward potential of each
Strong Fund relative to the other Strong Funds, but is not intended to position
any Strong Fund relative to other mutual funds or investment products.
Marketing materials may also discuss the relationship between risk and reward
as it relates to an individual investor's portfolio.
TYING TIME FRAMES TO YOUR GOALS. There are many issues to consider as you make
your investment decisions, including analyzing your risk tolerance, investing
experience, and asset allocations. You should start to organize your
investments by learning to link your many financial goals to specific time
frames. Then you can begin to identify the appropriate types of investments to
help meet your goals. As a general rule of thumb, the longer your time
horizon, the more price fluctuation you will be able to tolerate in pursuit of
higher returns. For that reason, many people with longer-term goals select
stocks or long-term bonds, and many people with nearer-term goals match those
up with for instance, short-term bonds. The Advisor developed the following
suggested holding periods to help our investors set realistic expectations for
both the risk and reward potential of our funds. (See table below.) Of
course, time is just one element to consider when making your investment
decision.
STRONG FUNDS SUGGESTED MINIMUM HOLDING PERIODS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
UNDER 1 YEAR 1 TO 2 YEARS 4 TO 7 YEARS 5 OR MORE YEARS
- --------------------------- ------------------------------- ------------------------------ ------------------------
Money Market Fund Advantage Fund Government Securities Fund Asset Allocation Fund
Heritage Money Fund Municipal Advantage Fund Municipal Bond Fund American Utilities Fund
Municipal Money Market Fund Corporate Bond Fund Index 500 Fund
Step 1 Money Fund 2 TO 4 YEARS International Bond Fund Total Return Fund
Short-Term Bond Fund High-Yield Municipal Bond Fund Opportunity Fund
Short-Term Municipal Bond Fund High-Yield Bond Fund Growth Fund
Short-Term Global Bond Fund Global High-Yield Bond Fund Common Stock Fund*
Short-Term High Yield Bond Fund Fund Discovery Fund
Short-Term High Yield Municipal Fund International Stock Fund
Asia Pacific Fund
Value Fund
Small Cap Fund
Growth and Income Fund
Equity Income Fund
Mid Cap Fund
Schafer Value Fund
Growth 20 Fund
Blue Chip 100 Fund
Small Cap Value Fund
Dow 30 Value Fund
Schafer Balanced Fund
Limited Resources Fund
</TABLE>
* This Fund is closed to new investors, except the Fund may continue to
offer its shares through certain 401(k) plans and similar company-sponsored
retirement plans.
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.
Other measures of volatility and relative performance may be used as
appropriate. However, all such measures will fluctuate and do not represent
future results.
52
<PAGE>
GENERAL INFORMATION
BUSINESS PHILOSOPHY
The Advisor is an independent, Midwestern-based investment advisor, owned by
professionals active in its management. Recognizing that investors are the
focus of its business, the Advisor strives for excellence both in investment
management and in the service provided to investors. This commitment affects
many aspects of the business, including professional staffing, product
development, investment management, and service delivery.
The increasing complexity of the capital markets requires specialized skills
and processes for each asset class and style. Therefore, the Advisor believes
that active management should produce greater returns than a passively managed
index. The Advisor has brought together a group of top-flight investment
professionals with diverse product expertise, and each concentrates on their
investment specialty. The Advisor believes that people are the firm's most
important asset. For this reason, continuity of professionals is critical to
the firm's long-term success.
INVESTMENT ENVIRONMENT
Discussions of economic, social, and political conditions and their impact on
the Fund may be used in advertisements and sales materials. Such factors that
may impact the Fund include, but are not limited to, changes in interest rates,
political developments, the competitive environment, consumer behavior,
industry trends, technological advances, macroeconomic trends, and the supply
and demand of various financial instruments. In addition, marketing materials
may cite the portfolio management's views or interpretations of such factors.
EIGHT BASIC PRINCIPLES FOR SUCCESSFUL MUTUAL FUND INVESTING
These common sense rules are followed by many successful investors. They make
sense for beginners, too. If you have a question on these principles, or would
like to discuss them with us, please contact us at 1-800-368-3863.
1. HAVE A PLAN - even a simple plan can help you take control of your
financial future. Review your plan once a year, or if your circumstances
change.
2. START INVESTING AS SOON AS POSSIBLE. Make time a valuable ally. Let it
put the power of compounding to work for you, while helping to reduce your
potential investment risk.
3. DIVERSIFY YOUR PORTFOLIO. By investing in different asset classes -
stocks, bonds, and cash - you help protect against poor performance in one type
of investment while including investments most likely to help you achieve your
important goals.
4. INVEST REGULARLY. Investing is a process, not a one-time event. By
investing regularly over the long term, you reduce the impact of short-term
market gyrations, and you attend to your long-term plan before you're tempted
to spend those assets on short-term needs.
5. MAINTAIN A LONG-TERM PERSPECTIVE. For most individuals, the best
discipline is staying invested as market conditions change. Reactive, emotional
investment decisions are all too often a source of regret - and principal loss.
6. CONSIDER STOCKS TO HELP ACHIEVE MAJOR LONG-TERM GOALS. Over time, stocks
have provided the more powerful returns needed to help the value of your
investments stay well ahead of inflation.
7. KEEP A COMFORTABLE AMOUNT OF CASH IN YOUR PORTFOLIO. To meet current
needs, including emergencies, use a money market fund or a bank account - not
your long-term investment assets.
8. KNOW WHAT YOU'RE BUYING. Make sure you understand the potential risks
and rewards associated with each of your investments. Ask questions... request
information...make up your own mind. And choose a fund company that helps you
make informed investment decisions.
53
<PAGE>
STRONG RETIREMENT PLAN SERVICES
Strong Retirement Plan Services offers a full menu of high quality, affordable
retirement plan options, including traditional money purchase pension and
profit sharing plans, 401(k) plans, simplified employee pension plans, salary
reduction plans, Keoghs, and 403(b) plans. Retirement plan specialists are
available to help companies determine which type of retirement plan may be
appropriate for their particular situation.
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.
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
54
<PAGE>
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
1-800-368-1683.
PORTFOLIO MANAGEMENT
The Fund's portfolio manager(s) works with a team of analysts, traders, and
administrative personnel. From time to time, marketing materials may discuss
various members of the team, including their education, investment experience,
and other credentials.
AMERICAN UTILITIES FUND
In selecting securities for the Fund, Reaves looks for certain investment
attributes including strong financial quality, seasoned management, a favorable
regulatory environment, and attractive stock valuations. Reaves also seeks
positive changes that are not yet fully recognized by the marketplace. Reaves
continually monitors the utilities industry for what it believes are attractive
stocks or sectors. When market conditions warrant, Reaves may advocate
opportunistic purchases or focus on a particular sector of the utilities
industry. Reaves believes that individual stock selection is the key to
successfully managing a sector fund. The team approach utilized by Reaves
allows the analysis of companies and situations from many points of view.
ASSET ALLOCATION FUND
The Advisor believes that active management is the best way to achieve the
Fund's objective. This policy is based on the fundamental belief that economic
and financial conditions create favorable and unfavorable investment periods
(or seasons) and that these different seasons require different investment
approaches. During favorable investment periods, the Fund seeks to generate
real (inflation plus) growth, and its portfolio may be more heavily weighted in
equities. During uncertain periods, income and capital preservation may be
emphasized, and the Fund's portfolio may be more heavily weighted in bonds or
cash. Through their understanding and willingness to change with investment
cycles or periods, the co-managers of the Fund seek to achieve the Fund's
objectives throughout the seasons of investment.
The Fund's co-managers intend to employ an investment strategy which will
permit it to participate in a rising market in equities with less risk and
volatility and more income than a fund which concentrates its investments in
stocks. On the other hand, since the Fund's portfolio will generally have
significant holdings in equities, it will be subject to greater volatility and
produce less income than a fund which concentrates its investments solely in
bonds or money market instruments.
In allocating the Fund's assets among equities, bonds, and cash, the team's
lead portfolio manager will employ top-down fundamental analysis in evaluating
the attractiveness of the three asset components on the basis of economic
trends such as inflation, growth of corporate profits and Federal Reserve Board
policies in conjunction with measures of market valuation such as
price-earnings ratios, dividend yields and real interest rates. The relative
weights of the Fund's three asset components are adjusted gradually, perhaps as
often as several times a year, rather than making dramatic reallocations in
anticipation of a major shift in the attractiveness of one asset category over
another. Therefore, the Fund should be viewed as a long-term investment
suitable for investors with an investment horizon of at least four to seven
years. In light of the nature of the Fund and its long-term investment
horizon, it may be most appropriate for persons attempting to achieve long-term
goals such as accumulating funds for retirement, college tuition or a better
life for one's family.
EQUITY INCOME AND GROWTH AND INCOME FUNDS
The Advisor utilizes a research-driven, growth-oriented approach that focuses
on companies with stable and predictable revenue and earnings growth, as well
as those with a steady or growing dividend stream. These are typically medium-
to large-sized companies with dominant, market-leading positions in their
respective industries. The Growth and Income Fund may also invest a portion of
its assets in smaller company or value stocks for added growth potential.
The Advisor's investment process involves both bottom-up analysis and the
consideration of macroeconomic factors that may influence company-specific
performance. Fundamental research is augmented by meetings with company
management. The Advisor diversifies its holdings among sectors and industries
with positive dynamics that are likely to serve as a solid base for future
growth in revenues and earnings.
55
<PAGE>
The Advisor intends to emphasize investments in companies that display superior
financial performance as defined by: above-average revenue and earnings growth,
moderate levels of financial leverage, above-average return on equity, positive
cash flow, and a management team that is focused on enhancing shareholder
value. Investments are typically not based on short-term speculative events;
instead, they are based on long-term industry characteristics and
company-specific dynamics.
The Advisor also evaluates a company's price in comparison to its own
historical levels, to its industry peer group, and to the overall market.
Stocks are sold when, in the Advisor's opinion, they approach full valuation
based upon historical, absolute, or relative levels, or when the prospects for
growth decline or company fundamentals deteriorate.
LIMITED RESOURCES FUND
The Fund's equity investments will be made primarily in mid- and large-cap
securities with a focus on those stocks that pay current dividends and offer
potential growth of earnings. In selecting its equity investments, Scarborough
seeks to achieve the Fund's investment objective by selecting attractive
investment opportunities in the natural resources and related segments of the
equity market. Scarborough believes there are three major investment themes
that this Fund will focus upon:
1. The "privatization" and "capitalization" of the world's economies
has encouraged strong growth in international investments and heralds a period
of sustained worldwide economic growth, not seen since the end of World War II.
By necessity, this growth will require major new investments in energy and
other natural resources in order to fuel that expansion.
2. It is apparent that beginning in the United States and now
spreading internationally, that there is a need to restructure the power
delivery systems in industrialized countries, and also to create this
infrastructure in developing nations.
3. The natural resources area of the market, which is dominated by
energy, is undervalued and has been an under-performing segment of the market.
Scarborough believes that for fundamental reasons, we are beginning a major,
long-term secular growth cycle that will lead to attractive growth
opportunities for securities in this area.
TOTAL RETURN FUND
Conventional wisdom often divides fund managers into two schools -- growth and
value. Growth-style managers look for companies that exhibit
faster-than-average gains in earnings and profits. Value-style managers
generally concentrate more on the price side of the equation, looking for
companies that are undervalued and selling at a discount to what they believe
is their intrinsic value.
The style of the portfolio managers for the Fund, Mr. Ronald C. Ognar and Mr.
Ian J. Rogers, leans more toward growth, although they keep an eye on
valuations. The Advisor invests chiefly in the stocks of large - to medium -
sized growth companies and dividend paying stocks. The Fund's charter also
enables it to invest in small companies. In selecting its equity investments,
the Advisor looks for growth of both sales and earnings. The Advisor believes
that, in general, good growth companies exhibit accelerating sales and
earnings, high return on equity, and, typically, low debt. They offer products
or services that should show strong future growth, and their market share is
expanding. In short, they offer some unique, sustainable competitive advantage,
such as low cost production or innovative products and services. The key,
however, is the management. Members of the portfolio management team meet
face-to-face with the management of many companies, which helps them get to
know and trust a company and the people in charge of it.
From time to time, the Advisor focuses on some companies that are undergoing
positive change. Oftentimes, a new product, a new technology, or a change in
management can positively affect a company's earnings growth prospects. Themes
also play a part in the investment strategy. Some examples would be the aging
population, telecommunications, and the rapid development of foreign economies
where U.S. companies have strong revenue growth. The Advisor seeks to manage
risk by adhering to price disciplines, diversifying holdings across sectors,
and, when appropriate, building cash reserves.
56
<PAGE>
The Advisor believes that active management is the best way to achieve the
Fund's objectives. This policy is based on a fundamental belief that economic
and financial conditions create favorable and unfavorable investment periods
(or seasons) and that these different seasons require different investment
approaches. Through its understanding and willingness to change with these
investment cycles, the Advisor seeks to achieve the Fund's objectives
throughout the seasons of investment.
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P., 411 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. Statement of Changes in Net Assets.
5. Notes to Financial Statements.
6. Financial Highlights.
7. Report of Independent Accountants.
The unaudited financial statements for the Limited Resources Fund for the
period November 1 through December 31, 1997 that are attached to this SAI
contain the following financial information for the Fund.
1. Schedule of Investments in Securities.
2. Statement of Operations.
3. Statement of Assets and Liabilities.
4. Statement of Changes in Net Assets.
5. Notes to Financial Statements.
6. Financial Highlights.
57
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APPENDIX
BOND RATINGS
STANDARD & POOR'S ISSUE CREDIT RATINGS
A Standard & Poor's issue credit rating is a current opinion of the
creditworthiness of an obligor with respect to a specific financial obligation,
a specific class of financial obligations, or a specific financial program
(including ratings on medium-term note programs and commercial paper programs).
It takes into consideration the creditworthiness of guarantors, insurers, or
other forms of credit enhancement of the obligation and takes into account the
currency in which the obligation is denominated.
Issue credit ratings are based on current information furnished by the obligors
or obtained by Standard & Poor's from other sources it considers to be
reliable. Standard & Poor's does not perform an audit in connection with any
credit ratings and may, on occasion, rely on unaudited financial information.
Issue credit ratings can be either long-term or short-term. Short-term ratings
are generally assigned to those obligations considered short-term in the
relevant market. In the U.S., for example, that means obligations with an
original maturity of no more than 365 days - including commercial paper.
Short-term ratings are also used to indicate the creditworthiness of an obligor
with respect to put features on long-term obligations. The result is a dual
rating, in which the short-term rating addresses the put feature, in addition
to the usual long-term rating. Medium-term notes are assigned long-term
ratings.
Issue credit ratings are based, in varying degrees, on the following
considerations:
1. Likelihood of payment capacity and willingness of the obligor to meet
its financial commitment on an obligation in accordance with the terms of the
obligation.
2. Nature of and provisions of the obligation.
3. Protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization, or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.
The issue rating definitions are expressed in terms of default risk. As such,
they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority in
bankruptcy.
AAA Obligation rated 'AAA' has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet is financial commitment on the
obligation is extremely strong.
AA Obligation rated 'AA' differs from the highest rated obligations only in
small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.
A Obligation rated 'A' is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.
BBB Obligation rated 'BBB' exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity of the obligor to meet its financial commitment on the
obligation.
Obligations rated 'BB', 'B', 'CCC', 'CC' and 'C' are regarded as having
significant speculative characteristics. 'BB' indicates the least degree of
speculation and 'C' the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.
58
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BB Obligation rated 'BB' is less vulnerable to nonpayment than other
speculative issues . However, it faces major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet the financial commitment on the
obligation.
B Obligation rated 'B' is more vulnerable to nonpayment than obligations rated
'BB' but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.
CCC Obligation rated 'CCC' is currently vulnerable to nonpayment, and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.
CC Obligation rated 'CC' is currently highly vulnerable to nonpayment.
C Obligation rated 'C' may be used to cover a situation where a bankruptcy
petition has been filed, or similar action has been taken, but payments on this
obligation are being continued.
D Obligation rated 'D' is in payment default. The 'D' rating category is used
when payments on an obligation are not made on the date due, even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grade period. The 'D' rating also will be used upon
the filing of a bankruptcy petition or the taking of a similar action if
payments on an obligation are jeopardized.
MOODY'S LONG-TERM DEBT RATINGS
Aaa - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged". Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risk appear somewhat larger than in Aaa
securities.
A - Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment some time in the future.
Baa - Bonds which are rated Baa are considered as medium-grade obligations
(I.E., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable over
any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Ba - Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or maintenance of
other terms of the contract over any long period of time may be small.
Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
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Ca - Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.
C - Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
FITCH IBCA, INC. ("FITCH") LONG-TERM NATIONAL CREDIT RATINGS
AAA
Obligations which have the highest rating assigned by Fitch on its national
rating scale for that country. This rating is automatically assigned to all
obligations issued or guaranteed by the sovereign state. Capacity for timely
repayment of principal and interest is extremely strong, relative to other
obligors in the same country.
AA
Obligations for which capacity for timely repayment of principal and interest
is very strong relative to other obligors in the same country. The risk
attached to these obligations differs only slightly from the country's highest
rated debt.
A
Obligations for which capacity for timely repayment of principal and interest
is strong relative to other obligors in the same country. However, adverse
changes in business, economic or financial conditions are more likely to affect
the capacity for timely repayment than for obligations in higher rated
categories.
BBB
Obligations for which capacity for timely repayment of principal and interest
is adequate relative to other obligors in the same country. However, adverse
changes in business, economic or financial conditions are more likely to affect
the capacity for timely repayment than for obligations in higher rated
categories.
BB
Obligations for which capacity for timely repayment of principal and interest
is uncertain relative to other obligors in the same country. Within the
context of the country, these obligations are speculative to some degree and
capacity for timely repayment remains susceptible over time to adverse changes
in business, financial or economic conditions.
B
Obligations for which capacity for timely repayment of principal and interest
is uncertain relative to other obligors in the same country. Timely repayment
of principal and interest is not sufficiently protected against adverse changes
in business, economic or financial conditions and these obligations are more
speculative than those in higher rated categories.
CCC
Obligations for which these is a current perceived possibility of default
relative to other obligors in the same country. Timely repayment of principal
and interest is dependent on favorable business, economic or financial
conditions and these obligations are far more speculative than those in higher
rated categories.
CC
Obligations which are highly speculative relative to other obligors in the same
country or which have a high risk of default.
C
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<PAGE>
Obligations which are currently in default.
DUFF & PHELPS, INC. LONG-TERM DEBT AND PREFERRED STOCK RATINGS
Rating Definition
AAA Highest credit quality. The risk factors are negligible, being only
slightly more
than for risk-free U.S. Treasury debt.
AA+ High credit quality. Protection factors are strong. Risk is modest,
but may
AA vary slightly from time to time because of economic conditions.
AA-
A+ Protection factors are average but adequate. However, risk factors are
more
A variable and greater in periods of economic stress.
A-
BBB+ Below average protection factors but still considered sufficient for
prudent
BBB investment. Considerable variability in risk during economic cycles.
BBB-
BB+ Below investment grade but deemed likely to meet obligations when due.
BB Present or prospective financial protection factors fluctuate according
to
BB- industry conditions or company fortunes. Overall quality may move up
or
down frequently within this category.
B+ Below investment grade and possessing risk that obligations will not be
met
B when due. Financial protection factors will fluctuate widely according
to
B- economic cycles, industry conditions and/or company fortunes. Potential
exists for frequent changes in the rating within this category or into a
higher
or lower rating grade.
CCC Well below investment grade securities. Considerable uncertainty
exists as to
timely payment of principal, interest or preferred dividends.
Protection factors are narrow and risk can be substantial with unfavorable
economic/industry conditions, and/or with unfavorable company
developments.
DD Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or
interest payments.
DP Preferred stock with dividend arrearages.
THOMSON BANKWATCH LONG-TERM DEBT RATINGS
Long-Term Debt Ratings assigned by Thomson BankWatch also weigh heavily
government ownership and support. The quality of both the company's management
and franchise are of even greater importance in the Long-Term Debt Rating
decisions. Long-Term Debt Ratings look out over a cycle and are not adjusted
frequently for what it believes are short-term performance aberrations.
Long-Term Debt Ratings can be restricted to local currency debt - ratings will
be identified by the designation LC. In addition, Long-Term Debt Ratings may
include a plus (+) or minus (-) to indicate where within the category the issue
is placed. BankWatch Long-Term Debt Ratings are based on the following scale:
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INVESTMENT GRADE
AAA (LC-AAA) - Indicates that the ability to repay principal and interest on a
timely basis is extremely high.
AA (LC-AA) - Indicates a very strong ability to repay principal and interest on
a timely basis, with limited incremental risk compared to issues rated in the
highest category.
A (LC-A) - Indicates the ability to repay principal and interest is strong.
Issues rated A could be more vulnerable to adverse developments (both internal
and external) than obligations with higher ratings.
BBB (LC-BBB) - The lowest investment-grade category; indicates an acceptable
capacity to repay principal and interest. BBB issues are more vulnerable to
adverse developments (both internal and external) than obligations with higher
ratings.
NON-INVESTMENT GRADE - may be speculative in the likelihood of timely repayment
of principal and interest
BB (LC-BB) - While not investment grade, the BB rating suggests that the
likelihood of default is considerably less than for lower-rated issues.
However, there are significant uncertainties that could affect the ability to
adequately service debt obligations.
B (LC-B) - Issues rated B show higher degree of uncertainty and therefore
greater likelihood of default than higher-rated issues. Adverse developments
could negatively affect the payment of interest and principal on a timely
basis.
CCC (LC-CCC) - Issues rated CCC clearly have a high likelihood of default, with
little capacity to address further adverse changes in financial circumstances.
CC (LC-CC) - CC is applied to issues that are subordinate to other obligations
rated CCC and are afforded less protection in the event of bankruptcy or
reorganization.
D (LC-D) - Default.
SHORT-TERM RATINGS
STANDARD & POOR'S SHORT-TERM ISSUE CREDIT RATINGS
'A-1"
A short-term obligation rated 'A-1" is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity to
meet its financial commitment on these obligations is extremely strong.
'A-2'
A short-term obligation rated 'A-2' is somewhat more susceptible to the averse
effects of changes in circumstances and economic conditions than obligations in
higher rating categories. However, the obligor's capacity to meet its
financial commitment on the obligations is satisfactory.
'A-3'
A short-term obligation rated 'A-3' exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.
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'B'
A short-term obligation rated 'B' is regarded as having significant speculative
characteristics. The obligor currently has the capacity to meet its financial
commitment on the obligations; however, it faces major ongoing uncertainties
which could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.
'C'
A short-term obligation rated 'C' is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.
'D'
A short-term obligation rated 'D' is in payment default. The 'D' is in payment
default. The 'D' rating category is used when payments on an obligation are
not made on the date due even if the applicable grace period has not expired,
unless Standard & Poor's believes that such payments will be made during such
grace period. The 'D' rating also will be used upon the filing of a bankruptcy
petition of the taking of a similar action if payments on an obligation are
jeopardized.
MOODY'S SHORT-TERM DEBT RATINGS
Moody's short-term debt ratings are opinions of the ability of issuers to repay
punctually senior debt obligations. These obligations have an original
maturity not exceeding one year, unless explicitly noted.
Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:
Issuers rated Prime-1 (or supporting institutions) have a superior ability for
repayment of senior short-term debt obligations. Prime-1 repayment ability
will often be evidenced by many of the following characteristics: (i) leading
market positions in well-established industries, (ii) high rates of return on
funds employed, (iii) conservative capitalization structure with moderate
reliance on debt and ample asset protection, (iv) broad margins in earnings
coverage of fixed financial charges and high internal cash generation, and (v)
well established access to a range of financial markets and assured sources of
alternate liquidity.
Issuers rated Prime-2 (or supporting institutions) have a strong ability for
repayment of senior short-term debt obligations. This will normally be
evidenced by many of the characteristics cited above, but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.
Issuers rated Prime-3 (or supporting institutions) have an acceptable ability
for repayment of senior short-term obligations. The effect of industry
characteristics and market compositions may be more pronounced. Variability in
earnings and profitability may result in changes in the level of debt
protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.
Issuers rated Not Prime do not fall within any of the Prime rating categories.
FITCH IBCA, INC. ("FITCH") SHORT-TERM NATIONAL CREDIT RATINGS
A1
Obligations assigned this rating have the highest capacity for timely repayment
under Fitch's national rating scale for that country, relative to other
obligations in the same country. This rating is automatically assigned to all
obligations issued or guaranteed by the sovereign state. Where issues possess
a particularly strong credit feature, a "+" is added to the assigned rating.
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A2
Obligations supported by a strong capacity for timely repayment relative to
other obligors in the same country. However, the relative degree of risk is
slightly higher than for issues classified as 'A1' and capacity for timely
repayment may be susceptible to adverse change in business, economic, or
financial conditions.
A3
Obligations supported by an adequate capacity for timely repayment relative to
other obligors in the same country. Such capacity is more susceptible to
adverse changes in business, economic, or financial conditions than for
obligations in higher categories.
B
Obligations for which the capacity for timely repayment is uncertain relative
to other obligors in the same country. The capacity for timely repayment is
susceptible to adverse changes in business, economic, or financial conditions.
C
Obligations for which there is a high risk of default to other obligors in the
same country or which are in default.
DUFF & PHELPS, INC. SHORT-TERM DEBT RATINGS
RATING: DEFINITION
HIGH GRADE
D-1+ Highest certainty of timely payment. Short-term liquidity, including
internal operating factors and/or access to alternative sources of funds, is
outstanding, and safety is just below risk-free U.S. Treasury short-term
obligations.
D-1 Very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are minor.
D-1- High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very small.
GOOD GRADE
D-2 Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small.
SATISFACTORY GRADE
D-3 Satisfactory liquidity and other protection factors qualify issues as
to investment grade. Risk factors are larger and subject to more variation.
Nevertheless, timely payment is expected.
NON-INVESTMENT GRADE
D-4 Speculative investment characteristics. Liquidity is not sufficient to
insure against disruption in debt service. Operating factors and market access
may be subject to a high degree of variation.
DEFAULT
D-5 Issuer failed to meet scheduled principal and/or interest
payments.
THOMSON BANKWATCH (TBW) SHORT-TERM RATINGS
TBW assigns Short-Term Debt Ratings to specific debt instruments with original
maturities of one year or less.
TBW-1 (LC-1) The highest category; indicates a very high likelihood that
principal and interest will be paid on a timely basis.
TBW-2 (LC-2) The second highest category; while the degree of safety regarding
timely repayment of principal and interest is strong, the relative degree of
safety is not as high as for issues rated "TBW-1".
TBW-3 (LC-3) The lowest investment-grade category; indicates that while the
obligation is more susceptible to adverse developments (both internal and
external) than those with higher ratings, the capacity to service principal and
interest in a timely fashion is considered adequate.
TBW-4 (LC-4) The lowest rating category; this rating is regarded as
non-investment grade and therefore speculative.
<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENTS IN SECURITIES December 31, 1997 (Unaudited)
- ---------------------------------------------------------------------------------- -----------------------------
<S> <C> <C>
STRONG LIMITED RESOURCES FUND
- ---------------------------------------------------------------------------------- ----------------------------- --------------
SHARES OR
PRINCIPAL AMOUNT VALUE (NOTE 2)
- ---------------------------------------------------------------------------------- ----------------------------- --------------
COMMON STOCKS 98.0%
DIVERSIFIED OPERATIONS 4.0%
E.I. du Pont de Nemours & Company 3,600 $216,225
METALS & MINING 3.4%
Aluminum Company of America 2,600 182,975
NATURAL GAS DISTRIBUTION 17.7%
Coastal Corporation 3,200 198,200
Enron Corporation 4,700 195,344
KN Energy, Inc. 5,800 313,200
Questar Corporation 5,400 240,975
--------------
947,719
OIL - INTERNATIONAL INTEGRATED 8.0%
Chevron Corporation 2,300 177,100
YPF Sociedad Anonima ADR 7,400 252,988
--------------
430,088
OIL - NORTH AMERICAN EXPLORATION & PRODUCTION 31.4%
Enron Oil & Gas Company 13,400 283,912
Gulf Canada Resources, Ltd. ADR (b) 28,000 196,000
Mitchell Energy & Development Corporation 10,000 291,250
Noble Affiliates, Inc. 7,500 264,375
Ocean Energy, Inc. (b) 4,400 216,975
Seagull Energy Corporation (b) 12,000 247,500
Union Pacific Resources Group, Inc. 7,400 179,450
--------------
1,679,462
OIL - NORTH AMERICAN INTEGRATED 9.9%
Amerada Hess Corporation 3,500 192,062
Transmontaigne Oil Company (b) 11,700 175,500
Ultramar Diamond Shamrock Corporation 5,000 159,375
--------------
526,937
OIL WELL EQUIPMENT & SERVICE 16.1%
Cooper Cameron Corporation (b) 2,000 122,000
Dresser Industries, Inc. 4,600 192,913
ENSCO International, Inc. 3,000 100,500
Nabors Industries, Inc. (b) 2,500 78,594
Schlumberger, Ltd. 2,300 185,150
Tidewater, Inc. 3,300 181,912
--------------
861,069
PAPER & FOREST PRODUCTS 7.5%
Kimberly-Clark Corporation 4,100 202,181
Willamette Industries, Inc. 6,200 199,563
--------------
401,744
--------------
TOTAL COMMON STOCKS (COST $5,623,432) 5,246,219
SHORT-TERM INVESTMENTS (A) 1.9%
COMMERCIAL PAPER
INTEREST BEARING, DUE UPON DEMAND
General Mills, Inc., 5.33% $100 100
Johnson Controls, Inc., 5.33% 70,700 70,700
Pitney Bowes Credit Corporation, 5.33% 9,500 9,500
Warner Lambert Company, 5.49% 10,100 10,100
Wisconsin Electric Power Company, 5.49% 13,900 13,900
--------------
TOTAL SHORT-TERM INVESTMENTS (COST $104,300) 104,300
TOTAL INVESTMENTS IN SECURITIES (COST $5,727,732) 99.9% 5,350,519
Other Assets and Liabilities, Net 0.1% 6,806
--------------
NET ASSETS 100.0% $5,357,325
==============
LEGEND
(a) Short-term investments include any security which has a maturity of less than
one year.
(b) Non-income producing security.
See notes to financial statements.
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES
- ---------------------------------------------------------------------------------------------------
December 31, 1997 (Unaudited)
<S> <C><C> <C><C> <C> <C>
ASSETS:
Investments in Securities, at Value
(Cost $5,727,732) $5,350,519
Dividends and Interest Receivable 5,033
Other Assets 13,315
----------
Total Assets 5,368,867
ACCRUED OPERATING EXPENSES AND OTHER LIABILITIES 11,542
----------
NET ASSETS $5,357,325
==========
NET ASSETS CONSIST OF:
Capital Stock (par value and paid-in capital) 5,762,693
Undistributed Net Investment Income 2,101
Undistributed Net Realized Loss (30,256)
Net Unrealized Depreciation (377,213)
----------
Net Assets $5,357,325
==========
Capital Shares Outstanding (Unlimited Number Authorized) 576,185
NET ASSET VALUE PER SHARE $9.30
==========
See notes to financial statements.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
<S> <C><C> <C><C><C>
STATEMENT OF OPERATIONS
- --------------------------------------------------------------- - ---------- -
For the Two Months Ended December 31, 1997 (Unaudited)
INCOME:
Dividends $18,122
Interest 2,639
----------
Total Income 20,761
EXPENSES:
Investment Advisory Fees 9,978
Custodian Fees 1,342
Shareholder Servicing Costs 2,318
Federal and State Registration Fees 3,595
Other 2,283
----------
Total Expenses before Waivers and Absorptions 19,516
Involuntary Expense Waivers and Absorptions by Advisor (1,642)
----------
Expenses, Net 17,874
----------
NET INVESTMENT INCOME 2,887
REALIZED AND UNREALIZED LOSS:
Net Realized Loss on Investments (30,256)
Change in Unrealized Appreciation/Depreciation on Investments (101,508)
----------
NET LOSS (131,764)
----------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ($128,877)
==========
See notes to financial statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
- -------------------------------------------------------------------------------------------- - ------------- - -
<S> <C> <C><C> <C><C><C>
TWO MONTHS
ENDED PERIOD ENDED
DEC. 31, 1997 OCT. 31, 1997
---------------------------------- -------------
(UNAUDITED) (NOTE 1)
OPERATIONS:
Net Investment Income $2,887 $46
Net Realized Gain (Loss) (30,256) 2,593
Change in Unrealized Appreciation/Depreciation (101,508) (275,705)
---------------------------------- -------------
Decrease in Net Assets Resulting from Operations (128,877) (273,066)
DISTRIBUTIONS:
From Net Investment Income (832) ---
From Net Realized Gains (2,593) ---
---------------------------------- -------------
Total Distributions (3,425) ---
CAPITAL SHARE TRANSACTIONS:
Proceeds from Shares Sold 804,261 5,885,153
Proceeds from Reinvestment of Dividends 2,655 ---
Payment for Shares Redeemed (662,606) (266,770)
---------------------------------- -------------
Increase in Net Assets from Capital Share Transactions 144,310 5,618,383
---------------------------------- -------------
TOTAL INCREASE IN NET ASSETS 12,008 5,345,317
NET ASSETS:
Beginning of Period 5,345,317 ---
---------------------------------- -------------
End of Period $5,357,325 $5,345,317
================================== =============
TRANSACTIONS IN SHARES OF THE FUND:
Sold 85,585 589,696
Issued in Reinvestment of Distributions 293 ---
Redeemed (71,491) (27,898)
---------------------------------- -------------
Increase in Shares of the Fund 14,387 561,798
================================== =============
See notes to financial statements.
</TABLE>
4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 (Unaudited)
1. Organization
The Strong Limited Resources Fund is a diversified series of the Strong
Conservative Equity Funds, Inc., an open-end management investment company
registered under the Investment Company Act of 1940.
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements.
(A) Security Valuation - Portfolio securities traded primarily on a
principal securities exchange are valued at the last reported sales price or
the mean between the latest bid and asked prices where no last sales price is
available. Securities traded over-the-counter are valued at the mean of the
latest bid and asked prices or the last reported sales price. Debt securities
not traded on a principal securities exchange are valued through valuation
obtained from a commercial pricing service, otherwise sale or bid prices are
used. Securities for which market quotations are not readily available when
held by the Fund are valued at fair value as determined in good faith under
consistently applied procedures established by and under the general
supervision of the Board of Directors. Securities which are purchased within
60 days of their stated maturity are valued at amortized cost, which
approximates current value.
The Fund may own certain investment securities which are restricted as to
resale. These securities are valued after giving due consideration to
pertinent factors, including recent private sales, market conditions and the
issuer's financial performance. The Fund generally bears the costs, if any,
associated with the disposition of restricted securities. The Fund held no
restricted securities at December 31, 1997.
(B) Federal Income and Excise Taxes and Distributions to Shareholders - It
is the Fund's policy to comply with the requirements of the Internal Revenue
Code applicable to regulated investment companies and to distribute
substantially all of its taxable income to its shareholders in a manner which
results in no tax cost to the Fund. Therefore, no federal income or excise tax
provision is required.
The character of distributions made during the year from net investment
income or net realized gains may differ from the characterization for federal
income tax purposes due to differences in the recognition of income and expense
items for financial statement and tax purposes. Where appropriate,
reclassifications between net asset accounts are made for such differences that
are permanent in nature.
(C) Realized Gains and Losses on Investment Transactions - Gains or losses
realized on investment transactions are determined by comparing the identified
cost of the security lot sold with the net sales proceeds.
(D) Futures - Upon entering into a futures contract, the Fund pledges to
the broker cash or other investments equal to the minimum "initial margin"
requirements of the exchange. The Fund also receives from or pays to the
broker an amount of cash equal to the daily fluctuation in the value of the
contract. Such receipts or payments are known as "variation margin," and are
recorded as unrealized gains or losses. When the futures contract is closed, a
realized gain or loss is recorded equal to the difference between the value of
the contract at the time it was opened and the value at the time it was closed.
(E) Options - The Fund may write put or call options (none were written for
the two months ended December 31, 1997.) Premiums received by the Fund upon
writing put or call options are recorded as an asset with a corresponding
liability which is subsequently adjusted to the current market value of the
option. When an option expires, is exercised, or is closed, the Fund realizes
a gain or loss, and the liability is eliminated. The Fund continues to bear
the risk of adverse movements in the price of the underlying asset during the
period of the option, although any potential loss during the period would be
reduced by the amount of the option premium received.
(F) Foreign Currency Translation - Investment securities and other assets
and liabilities initially expressed in foreign currencies are converted to U.S.
dollars based upon current exchange rates. Purchases and sales of foreign
investment securities and income are converted to U.S. dollars based upon
currency exchange rates prevailing on the respective dates of such
transactions. The effect of changes in foreign exchange rates on realized and
unrealized security gains or losses is reflected as a component of such gains
or losses.
(G) Forward Foreign Currency Exchange Contracts - Forward foreign currency
exchange contracts are valued at the forward rate and are marked-to-market
daily. The change in market value is recorded as
5
<PAGE>
an unrealized gain or loss. When the contract is closed, the Fund records an
exchange gain or loss equal to the difference between the value of the contract
at the time it was opened and the value at the time it was closed.
6
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 1997 (Unaudited)
(H) Additional Investment Risks - The Fund may utilize derivative
instruments including options, futures and other instruments with similar
characteristics to the extent that they are consistent with the Fund's
investment objectives and limitations. The Fund intends to use such derivative
instruments primarily to hedge or protect from adverse movements in securities
prices or interest rates. The use of these instruments may involve risks such
as the possibility of illiquid markets or imperfect correlation between the
value of the instruments and the underlying securities, or that the
counterparty will fail to perform its obligations.
Foreign denominated assets and forward currency contracts may involve greater
risks than domestic transactions, including currency, political and economic,
regulatory and market risks.
(I) Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of increases and decreases
in net assets from operations during the reporting period. Actual results
could differ from those estimates.
(J) Other - Investment security transactions are recorded as of the trade
date. Dividend income and distributions to shareholders are recorded on the
ex-dividend date. Interest income is recorded on the accrual basis and
includes amortization of premium and discounts.
3. Related Party Transactions
Strong Capital Management, Inc. (the "Advisor"), with whom certain
officers and directors of the Fund are affiliated, provides investment advisory
services and shareholder recordkeeping and related services to the Fund.
Investment advisory fees, which are established by terms of the Advisory
Agreement, are based on an annualized rate of 1.00% of the average daily net
assets of the Fund. Advisory fees are subject to reimbursement by the Advisor
if the Fund's operating expenses exceed certain levels. Shareholder
recordkeeping and related service fees are based on contractually established
rates for each open and closed shareholder account. In addition, the Advisor
is compensated for certain other services related to costs incurred for reports
to shareholders.
Scarborough Investment Advisors LLC ("Scarborough") manages the
investments of Strong Limited Resources Fund under an agreement with the
Advisor. Scarborough is compensated by the Advisor (not the Fund) and bears
all of its own expenses in providing subadvisory services.
The Fund may invest cash reserves in money market funds sponsored and managed
by the Advisor, subject to certain limitations. The terms of such transactions
are identical to those of non-related entities except that, to avoid duplicate
investment advisory fees, advisory fees of the Fund are reduced by an amount
equal to advisory fees paid to the Advisor under its investment advisory
agreement with the money market funds.
The amount payable to the Advisor at December 31, 1997 and unaffiliated
directors' fees for the period ended December 31, 1997, were $10,516 and $100,
respectively.
4. Investment Transactions
The aggregate purchases and sales of long-term securities for the two months
ended December 31, 1997 were $1,004,707 and $458,032, respectively.
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
<S><C> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA (A)
--------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS LESS DISTRIBUTIONS
--------------------------- -------------------------
Net
Realized Net
Net Asset and Asset
Value, Net Unrealized Total from From Net From Net Total Value,
Beginning of Investment Losses on Investment Investment Realized Distrib- End of
Period Ended Period Income Investments Operations Income Gains utions Period
Dec. 31, 1997 (b) $9.51 $0.00 ($0.20) ($0.20) $0.00 ($0.01) ($0.01) $9.30
Oct. 31, 1997 (c) 10.00 0.00 (0.49) (0.49) 0.00 0.00 0.00 9.51
* Calculated on an annualized basis.
(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.
(b) For the two months ended December 31, 1997 (Unaudited). Total return and portfolio turnover are not annualized.
(c) Inception date is September 30, 1997. Total return and portfolio turnover rate are not annualized.
<S><C> <C> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS
Ratios and Supplemental Data
Ratio of Net
Net Assets, Ratio of Investment
End of Expenses to Income to Portfolio Average
Period Ended Total Period (In Average Net Average Net Turnover Commission
Return Thousands) Assets Assets Rate Rate Paid
Dec. 31, 1997 (b) -2.1% $5,357 2.0% 0.1%* 9.0% $0.0700
Oct. 31, 1997 (c) -4.9% 5,345 2.0% 0.0%* 1.2% $0.0586
* Calculated on an annualized basis.
(a) Information presented relates to a share of capital stock of the Fund outstanding for the entire period.
(b) For the two months ended December 31, 1997 (Unaudited). Total return and portfolio turnover are not annualized.
(c) Inception date is September 30, 1997. Total return and portfolio turnover rate are not annualized.
</TABLE>
7
<PAGE>
2
<PAGE>
STRONG TOTAL RETURN FUND, INC.
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements (all included or incorporated by reference in
Parts A & B) (Audited)
Schedules of Investments in Securities
Statements of Operations
Statements of Assets and Liabilities
Statements of Changes in Net Assets
Notes to Financial Statements
Financial Highlights
Report of Independent Accountants
Incorporated by reference to the Annual Report to Shareholders of the Strong
Conservative Equity Funds dated October 31, 1997, pursuant to Rule 411 under
the Securities Act of 1933. (File Nos. 2-73967 and 811-3254)
(b) Exhibits
(1) Articles of Incorporation dated July 31, 1996(3)
(2) Bylaws dated October 20, 1995(2)
(3) Inapplicable
(4) Specimen Stock Certificate(2)
(5) Investment Advisory Agreement(1)
(6) Distribution Agreement(2)
(7) Inapplicable
(8.1) Custody Agreement(2)
(8.2) Global Custody Agreement(2)
(8.2.1) Amendment to Global Custody Agreement dated August 26,
1996(3)
(9) Shareholder Servicing Agent Agreement(2)
(10) Inapplicable
(11) Consent of Independent Accountants
(12) Inapplicable
(13) Inapplicable
(14.1) Prototype Defined Contribution Retirement Plan - No. 1(2)
(14.1.1) Prototype Defined Contribution Retirement Plan - No. 2(2)
(14.2) Individual Retirement Custodial Account(2)
(14.3) Section 403(b)(7) Retirement Plan(2)
(14.4) Simplified Employee Pension Plan
(15) Inapplicable
(16) Computation of Performance Figures
(17) Financial Data Schedule
(18) Inapplicable
(19) Power of Attorney dated February 25, 1997(3)
(20) Letter of Representation
(21.1) Code of Ethics for Access Persons dated October 18,
1996(3)
(21.2) Code of Ethics for Non-Access Persons dated October 18,
1996(3)
(1) Incorporated herein by reference to Post-Effective Amendment No. 19 to
the Registration Statement on Form N-1A of Registrant filed on or about April
24, 1995.
(2) Incorporated herein by reference to Post-Effective Amendment No. 20 to
the Registration Statement on Form N-1A of Registrant filed on or about
February 26, 1996.
1
<PAGE>
(3) Incorporated herein by reference to Post-Effective Amendment No. 21 to
the Registration Statement on Form N-1A of Registrant filed on or about
February 27, 1997.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Registrant neither controls any person nor is under common control with
any other person.
Item 26. NUMBER OF HOLDERS OF SECURITIES
Number of Record Holders
TITLE OF CLASS AS OF JANUARY 31, 1998
Common Stock, $.01 par value 57,065
Item 27. INDEMNIFICATION
Officers and directors are insured under a joint errors and omissions
insurance policy underwritten by American International Group and Great
American Insurance Company in the aggregate amount of $100,000,000, subject to
certain deductions. Pursuant to the authority of the Wisconsin Business
Corporation Law ("WBCL"), Article VII of Registrant's Bylaws provides as
follows:
ARTICLE VII. INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 7.01. MANDATORY INDEMNIFICATION. The Corporation shall
indemnify, to the full extent permitted by the WBCL, as in effect from time to
time, the persons described in Sections 180.0850 through 180.0859 (or any
successor provisions) of the WBCL or other provisions of the law of the State
of Wisconsin relating to indemnification of directors and officers, as in
effect from time to time. The indemnification afforded such persons by this
section shall not be exclusive of other rights to which they may be entitled as
a matter of law.
SECTION 7.02. PERMISSIVE SUPPLEMENTARY BENEFITS. The Corporation may,
but shall not be required to, supplement the right of indemnification under
Section 7.01 by (a) the purchase of insurance on behalf of any one or more of
such persons, whether or not the Corporation would be obligated to indemnify
such person under Section 7.01; (b) individual or group indemnification
agreements with any one or more of such persons; and (c) advances for related
expenses of such a person.
SECTION 7.03. AMENDMENT. This Article VII may be amended or repealed
only by a vote of the shareholders and not by a vote of the Board of Directors.
SECTION 7.04. INVESTMENT COMPANY ACT. In no event shall the Corporation
indemnify any person hereunder in contravention of any provision of the
Investment Company Act.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR
The information contained under "About the Funds - Management" in the
Prospectus and under "Directors and Officers," "Investment Advisor," and
"Distributor" in the Statement of Additional Information is hereby incorporated
by reference pursuant to Rule 411 under the Securities Act of 1933.
Item 29. PRINCIPAL UNDERWRITERS
(a) Strong Funds Distributors, 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
Institutional Funds, Inc.; Strong International Income Funds, Inc.; Strong
International Stock Fund, Inc.; Strong Money Market Fund, Inc.; Strong
2
<PAGE>
Municipal Bond Fund, Inc.; Strong Municipal Funds, Inc.; Strong Opportunity
Fund, Inc.; Strong Opportunity Fund II, Inc.; Strong Schafer Funds, Inc.;
Strong Schafer Value Fund, Inc.; Strong Short-Term Bond Fund, Inc.; Strong
Short-Term Global Bond Fund, Inc.; Strong Short-Term Municipal Bond Fund, Inc.;
and Strong Variable Insurance Funds, Inc.
(b) The information contained under "About the Funds - Management" in the
Prospectus and under "Directors and Officers," "Investment Advisor," and
"Distributor" in the Statement of Additional Information is hereby incorporated
by reference pursuant to Rule 411 under the Securities Act of 1933.
(c) None
Item 30. 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,
Thomas P. Lemke, at Registrant's corporate offices, 100 Heritage Reserve,
Menomonee Falls, Wisconsin 53051.
Item 31. MANAGEMENT SERVICES
All management-related service contracts entered into by Registrant are
discussed in Parts A and B of this Registration Statement.
Item 32. UNDERTAKINGS
The Registrant undertakes to furnish to each person to whom a prospectus
is delivered, upon request and without charge, a copy of the Registrant's
latest annual report to shareholders.
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 No. 22 to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused Post-Effective Amendment No. 22 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 February, 1998.
STRONG TOTAL RETURN FUND, INC.
(Registrant)
By: /S/ THOMAS P. LEMKE
Thomas P. Lemke, Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 22 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
- --------------------- ------------------------------------ -----------------
Vice President (Principal Executive
/s/ Thomas P. Lemke Officer) February 26, 1998
- ---------------------
Thomas P. Lemke
/s/ Richard S. Strong Chairman of the Board and a Director February 26, 1998
- ---------------------
Richard S. Strong
Treasurer (Principal Financial and
/s/ John A. Flanagan Accounting Officer) February 26, 1998
- ---------------------
John A. Flanagan
Director February 26, 1998
- ---------------------
Marvin E. Nevins*
Director February 26, 1998
- ---------------------
Willie D. Davis*
Director February 26, 1998
- ---------------------
William F. Vogt*
Director February 26, 1998
- ---------------------
Stanley Kritzik*
</TABLE>
* John S. Weitzer signs this document pursuant to powers of attorney filed
with Post-Effective Amendment No. 21 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.
(11) Consent of Independent Accountants EX-99.B11
(14.4) Simplified Employee Pension Plan EX-99.B14.4
(16) Computation of Performance Figures EX-99.B16
(17) Financial Data Schedule EX-27.CLASSA
(20) Letter of Representation EX-99.B20
</TABLE>
1
<PAGE>
Consent of Independent Accountants
To the Board of Directors of
Strong Total Return Fund, Inc.
We consent to the incorporation by reference in Post-Effective
Amendment No. 22 to the Registration Statement of Strong Total
Return Fund, Inc. on Form N-1A of our report dated December 9,
1997 on our audit of the financial statements and financial
highlights of Strong Total Return Fund, Inc., which report is
included in the Annual Report to Shareholders for the year ended
October 31, 1997, which is also incorporated by reference in the
Registration Statement. We also consent to the reference to our
Firm under the caption "Independent Accountants" in the
Statement of Additional Information and in the "Financial
Highlights" section of the Prospectus.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Milwaukee, Wisconsin
February 27, 1998
1
<PAGE>
BASIC PLAN DOCUMENT
UNIVERSAL SIMPLIFIED EMPLOYEE PENSION PLAN
EXHIBIT 14.4
[STRONG FUNDS LOGO]
STRONG FUNDS
1 ESTABLISHMENT AND PURPOSE OF PLAN
1.01 PURPOSE The purpose of this Plan is to provide, in accordance with
its provisions, a Simplified Employee Pension Plan providing benefits
upon retirement for the individuals who are eligible to participate
hereunder.
1.02 INTENT TO QUALIFY It is the intent of the Employer that this Plan
shall
be for the exclusive benefit of its Employees and shall qualify for
approval under Section 408(k) of the Internal Revenue Code, as
amended from time to time (for corresponding provisions of any
subsequent Federal law at that time in effect). In case of any
ambiguity, it shall be interpreted to accomplish such result. It is
further intended, that it comply with the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA) as amended from time to
time.
1.03 WHO MAY ADOPT An employer who has ever maintained a defined benefit
plan which is now terminated may not participate in this prototype
Simplified Employee Pension Plan. If, subsequent to adopting this
Plan, any defined benefit plan of the Employer terminates, the
employer will no longer participate in this prototype plan and will
be considered to have an individually designed plan.
1.04 USE WITH IRA This prototype Simplified Employee Pension Plan must be
used with an Internal Revenue Service model IRA (Form 5305 or Form
5305-A) or an Internal Revenue Service approved master or prototype
IRA.
1.05 FOR MORE INFORMATION To obtain more information concerning the rules
governing this Plan, contact the Prototype Sponsor listed in Section
5 of the Adoption Agreement.
<PAGE> 2
2 DEFINITIONS
2.01 ADOPTION AGREEMENT Means the document executed by the Employer
through which it adopts the Plan and thereby agrees to be bound by
all terms and conditions of the Plan.
2.02 CODE Means the Internal Revenue Code of 1986 as amended.
2.03 COMPENSATION Compensation for the purposes of the $300 limit of
Section 408(k)(2)(C) of the Code shall be defined as Section 414(q)(7)
Compensation.
1
<PAGE>
For all other purposes, Compensation shall mean all of a Participant's
wages as defined in Section 3401(a) of the Code for the purposes of
income tax withholding at the source (that is, W-2 wages) but
determined without regard to any rules that limit the remuneration
included in wages based on the nature or location of the employment or
the services performed (such as the exception for agricultural labor
in Section 3401(a)(2) of the Code).
For any Self-Employed Individual covered under the Plan, Compensation
will mean Earned Income.
Compensation shall include only that Compensation which is actually
paid to the Participant during the Plan Year.
Compensation shall include any amount which is contributed by the
Employer pursuant to a salary reduction agreement and which is not
includible in the gross income of the Employee under Sections
125,402(a)(8), 402(h) or 403(b) of the Code.
The annual Compensation of each Participant taken into account under
the Plan for any year shall not exceed $200,000. This limitation
shall be adjusted by the Secretary at the same time and in the same
manner as under Section 415(d) of the Code, except the dollar
increase in effect on January 1 of any calendar year is effective for
years beginning in such calendar year and the first adjustment to the
$200,000 limitation is effected on January 1, 1990. If a Plan
determines Compensation on a period of time that contains fewer than
12 calendar months, then the annual Compensation limit is an amount
equal to the annual Compensation limit for the calendar year in which
the compensation period begins multiplied by the ratio obtained by
dividing the number of full months in the period by 12.
In determining the Compensation of a Participant the rules of Section
414(q)(6) of the Code shall apply, except in applying such rules, the
term "family" shall include only the spouse of the Participant and
any lineal descendants of the Participant who have not attained age
19 before the close of the year. If, as a result of the application
of such rules the adjusted $200,000 limitation is exceeded, then
(except for purposes of determining the portion of Compensation up to
the integration level if this Plan provides for permitted disparity),
the limitation shall be prorated among the affected individuals in
proportion to each such individual's Compensation as determined under
this section prior to the application of this limitation.
In addition to other applicable limitations set forth in the Plan,
and notwithstanding any other provision of the Plan to the contrary,
for Plan Years beginning on or after January 1, 1994, the annual
Compensation of each Employee taken into account under the Plan shall
not exceed the OBRA '93 annual Compensation limit. The OBRA '93
annual Compensation limit is $150,000, as adjusted by the
Commissioner for increases in the cost of living in accordance with
Section 401(a)(17)(B) of the Internal Revenue Code. The
cost-of-living adjustment in effect for a calendar year applies to any
2
<PAGE>
period, not exceeding 12 months, over which Compensation is determined
(determination period) beginning in such calendar year. If a
determination period consists of fewer than 12 months, the OBRA '93
annual Compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination
period, and the denominator of which is 12.
For Plan Years beginning on or after January 1, 1994, any reference
in this Plan to the limitation under Section 401(a)(17) of the Code
shall mean the OBRA '93 annual Compensation limit set forth in this
provision.
<PAGE> 3
2.04 EARNED INCOME Means the net earnings from self-employment in
the trade or business with respect to which the Plan is
established, for which personal services of the individual
are a material income-producing factor. Net earnings will be
determined without regard to items not included in gross
income and the deductions allocable to such items. Net
earnings are reduced by contributions by the Employer to
a qualified plan or to a Simplified Employee Pension Plan
to the extent deductible under Section 404 of the Code.
Net earnings shall be determined with regard to the
deduction allowed to the Employer by Section 164(f)
of the Code for taxable years beginning after
December 31, 1989.
2.05 EFFECTIVE DATE Means the date the Plan becomes
effective as indicated in the Adoption Agreement.
2.06 EMPLOYEE Means any person who is a natural person
employed by the Employer as a common law employee
and if the Employer is a sole proprietorship or
partnership, any Self-Employed Individual who performs
services with respect to the trade or business of the
Employer. Further, any employee of any other employer
required to be aggregated under Section 414(b), (c), (m),
or (o) of the Code and any leased employee required to be
treated as an employee of the Employer under Section 414(n)
of the Code shall also be considered an Employee.
2.07 EMPLOYER Means any corporation, partnership or sole
proprietorship named in the Adoption Agreement and any
successor who by merger, consolidation, purchase or
otherwise assumes the obligations of the Plan. A partnership
is considered to be the Employer of each of the partners and
a sole proprietorship is considered to be the Employer of
the sole proprietor.
2.08 EMPLOYER CONTRIBUTION Means the amount contributed
by the Employer to this Plan.
3
<PAGE>
2.09 IRA Means the designated Individual Retirement
Account or Individual Retirement Annuity, which satisfies
the requirements of Section 408 of the Code, and which is
maintained by a Participant with the Prototype Sponsor
(unless the Prototype Sponsor allows Participants to
maintain their IRAs with other organizations).
2.10 PARTICIPANT Means any Employee who has met the
participation requirements of Section 3.01 and who is or
may become eligible to receive an Employer Contribution.
2.11 PLAN Means this plan document plus the corresponding
Adoption Agreement as completed and signed by the Employer.
2.12 PLAN YEAR Means the calendar year or the 12 consecutive month
period which coincides with the Employer's taxable year.
2.13 PRIOR PLAN Means a plan which was amended or replaced by
adoption of this plan document, as indicated in the Adoption
Agreement.
2.14 PROTOTYPE SPONSOR Means the entity specified in the
Adoption Agreement which sponsors this prototype Plan.
2.15 SELF-EMPLOYED INDIVIDUAL Means an individual who
has Earned Income for a Plan Year from the trade or business
for which the Plan is established; also, an individual who
would have had Earned Income but for the fact that the trade
or business had no net profits for the Plan Year.
2.16 SERVICE Means the performance of duties by an Employee for
the Employer, for any period of time, however
short, for which the Employee is paid or entitled to payment.
When the Employer maintains the Plan of a predecessor
employer, an Employee's Service will include his or her
service for such predecessor employer.
2.17 TAXABLE WAGE BASE Means the maximum amount of earnings which
may be considered wages for a year under Section 312(a)(1) of
the Code in effect as of the beginning of the Plan Year.
<PAGE> 4
3. ELIGIBILITY AND PARTICIPATION
3.01 ELIGIBILITY REQUIREMENTS Except for those Employees excluded
pursuant to Section 3.02, each Employee of the Employer who fulfills
the
eligibility requirements specified in the Adoption Agreement shall, as
a condition for further employment, become a participant. Each
Participant must establish an IRA with the Prototype Sponsor to which
Employer Contributions under this Plan will be made.
3.03 ADMITTANCE AS A PARTICIPANT
4
<PAGE>
A. Prior Plan If this Plan is an amendment or continuation of a Prior
Plan, each Employee of the Employer who immediately before the
Effective Date was a participant in said Prior Plan shall be a
Participant in this Plan as of said date.
B. Notification of Eligibility The Employer shall notify each
Employee who becomes a Participant of his or her status as a
Participant in the Plan and of his or her duty to establish an IRA
with the Prototype Sponsor to which Employer Contributions may be
made.
C. Establishment of an IRA If a Participant fails to establish an
IRA for whatever reason, the Employer may execute any necessary
documents to establish an IRA on behalf of the Participant.
3.02 EXCLUSION OF CERTAIN EMPLOYEES If the Employer has so indicated in the
Adoption Agreement, the following Employees shall not be eligible to
become a participant in the Plan: (a) Those Employees included in a
unit
of Employees covered by the terms of a collective bargaining agreement,
provided retirement benefits were the subject of good faith bargaining;
and (b) those Employees who are nonresident aliens, who have received
no
earned income from the Employer which constitutes earned income from
sources within the United States.
3.04 DETERMINATIONS UNDER THIS SECTION The Employer shall determine the
eligibility of each Employee to be a Participant. This determination
shall be conclusive and binding upon all persons except as otherwise
provided herein or by law.
3.05 LIMITATION RESPECTING EMPLOYMENT Neither the fact of the establishment
of the Plan nor the fact that a common-law employee has become a
Participant shall give to that common-law employee any right to
continued employment; nor shall either fact limit the right of the
Employer to discharge or to deal otherwise with a common-law employee
without regard to the effect such treatment may have upon the
Employee's
rights under the Plan.
<PAGE> 5
4. CONTRIBUTIONS AND ALLOCATIONS
4.01 EMPLOYER CONTRIBUTIONS
A. Allocation Formula Employer Contributions shall be allocated in
accordance with the allocation formula selected in the Adoption
Agreement. Each Employee who has satisfied the eligibility
requirements pursuant to Section 3.01 (thereby becoming a
Participant) will share in such allocation.
If the Employer has selected the pro rata allocation formula in
the Adoption Agreement, then Employer Contributions for each
Plan Year shall be allocated to the IRA of each Participant in the
same proportion as such Participant's Compensation (not in excess
5
<PAGE>
of $200,000, indexed for cost of living increases in accordance
with Section 408(k)(8) of the Code) for the Plan Year bears to the
total Compensation of all Participants for such year.
Employer Contributions made for a Plan Year on behalf of any
Participant shall not exceed the lesser of 15% of Compensation or
the limitation in effect under Code Section 415(c)(1)(A)(indexed
for cost of living increases in accordance with Code Section
415(d)).
B. Integrated Allocation Formula If the Employer has selected the
integrated allocation formula in the Adoption Agreement, then
Employer Contributions for the Plan Year will be allocated to
Participants' IRA as follows:
Step 1 Employer Contributions will be allocated to each
Participant's IRA in the ratio that each Participant's
total Compensation bears to all Participants' total
Compensation, but not in excess of 3% of each
Participant's Compensation.
Step 2 Any Employer Contributions remaining after the allocation
in Step 1 will be allocated to each Participant's IRA
in the ratio that each Participant's Compensation for the
Plan Year in excess of the integration level bears to the
Compensation of all Participants' in excess of the
integration level, but not in excess of 3%.
Step 3 Any Employer Contributions remaining after the allocation
in Step 2 will be allocated to each Participant's IRA
in the ratio that the sum of each Participant's total
Compensation and Compensation in excess of the integration
level bears to the sum of all Participants' total
Compensation and Compensation in excess of the integration
level, but not in excess of the maximum disparity rate
described in the following table.
Step 4 Any Employer Contributions remaining after the allocation
in Step 3 will be allocated to each Participant's IRA
in the ratio that each Participant's total Compensation
for the Plan Year bears to all Participants' total
Compensation for that Plan Year.
The integration level shall be equal to the Taxable Wage
Base or such lesser amount elected by the Employer in the
Adoption Agreement.
<TABLE>
<CAPTION>
Integration Level Maximum Disparity Rate
- -
- --------------------------------------------------------------------------------
<S> <C>
Taxable Wage Base (TWB) 2.7%
More than $0 but not more than X* 2.7%
6
<PAGE>
More than X* of TWB but not more than 80% of TWB 1.3%
More than 80% of TWB but not more than TWB 2.4%
</TABLE>
*X means the greater of $10,000 or 20% of TWB.
C. Timing of Employer Contribution Employer Contributions, if any,
made on behalf of Participants for a Plan Year shall be
allocated and deposited to the IRA of each Participant no later
than the due date for filing the Employer's tax return (including
extensions).
4.02 DEDUCTIBILITY OF CONTRIBUTIONS Contributions to the Plan are
deductible by the Employer for the taxable year with or within
which the Plan Year of the Plan ends. Contributions made for a
particular taxable year and contributed by the due date of the
Employer's income tax return, including extensions, are deemed made in
that taxable year.
4.03 VESTING, WITHDRAWAL RIGHTS TO CONTRIBUTIONS All Employer Contributions
made under the Plan on behalf of Employees shall be fully
vested and nonforfeitable at all times. Each Employee shall have an
unrestricted right to withdraw at any time all or a portion of the
Employer Contributions made on his or her behalf. However,
withdrawals taken are subject to the same taxation and penalty
provisions of the Code which are applicable to IRA distributions.
4.04 SIMPLIFIED EMPLOYER REPORTS The Employer shall furnish reports,
relating to contributions made under the Plan, in the time and
manner and containing the information prescribed by the Secretary of
the Treasury, to Participants. Such reports shall be furnished at
least annually and shall disclose the amount of the contribution made
under the Plan to the Participant's IRA.
<PAGE> 6
5 AMENDMENT OR TERMINATION OF PLAN
5.01 AMENDMENT BY EMPLOYER The Employer reserves the right to amend
the elections made or not made on the Adoption Agreement by
executing a new Adoption Agreement and delivering a copy of the
same to the Prototype Sponsor. The Employer shall not have the
right to amend any nonelective provision of the Adoption
Agreement
nor the right to amend provisions of this plan document. If the
Employer adopts an amendment to the Adoption Agreement or plan
document in violation of the preceding sentence, the Plan will be
deemed to be an individually designed plan and may no longer
participate in this prototype Plan.
5.02 AMENDMENT BY PROTOTYPE SPONSOR By adopting this Plan, the
Employer delegates to the Prototype Sponsor the power to amend or
7
<PAGE>
replace the Adoption Agreement of the Plan to conform them to the
provisions of any law, regulations or administrative rulings
pertaining to Simplified Employee Pensions and to make such other
changes to the Plan, which, in the judgement of the Prototype
Sponsor, are necessary or appropriate. The Employer shall be
deemed to have consented to all such amendments, provided
however,
that no changes may be made without the consent of the Employer
if
the effect would be to substantially change the costs or benefits
under the Plan. The Prototype Sponsor shall not have the
obligation to exercise or not to exercise the power delegated to
it nor shall the Prototype Sponsor incur liability of any nature
for any act done or failed to be done by the Prototype Sponsor in
good faith in the exercise or nonexercise of the power delegated
hereunder. The Prototype Sponsor shall notify the Employer should
it discontinue sponsorship of the Plan.
5.03 LIMITATIONS ON POWER TO AMEND No amendment by either the
Employer
or the Prototype Sponsor shall reduce or otherwise adversely
affect any benefits of a Participant or Beneficiary acquired
prior to such amendment unless it is required to maintain
compliance with any law, regulation or administrative ruling
pertaining to Simplified Employee Pensions.
5.04 TERMINATION While the Employer expects to continue the Plan
indefinitely, the Employer shall not be under any obligation or
liability to continue contributions or to maintain the Plan for
any given length of time. The Employer may terminate this Plan at
any time by appropriate action of its managing body. This Plan
shall terminate on the occurrence of any of the following events:
A. Delivery to the Prototype Sponsor of a notice of termination
executed by the Employer specifying the effective date of the
Plan's termination.
B. Adjudication of the Employer as bankrupt or the liquidation
or
dissolution of the Employer.
5.05 NOTICE OF AMENDMENT, TERMINATION Any amendment or termination
shall be communicated by the Employer to all appropriate parties
as required by law. Amendments made by the Prototype Sponsor
shall
be furnished to the Employer and communicated by the Employer to
all appropriate parties as required by law. Any filings required
by the Internal Revenue Service or any other regulatory body
relating to the amendment or termination of the Plan shall be
made by the Employer.
5.06 CONTINUANCE OF PLAN BY SUCCESSOR EMPLOYER A successor of the
Employer may continue the Plan and be substituted in the place of
the present Employer. The successor and present Employer (or if
deceased, the executor of the estate of a deceased Self-Employed
Individual who was the Employer) must execute a written
instrument
authorizing such substitution and the successor must complete and
sign a new Adoption Agreement.
8
<PAGE>
<PAGE> 7
6 SALARY DEFERRAL SEP PROVISIONS
In addition to Sections 1 through 5, the provisions of this
Section 6 shall apply if the Employer is an Eligible Employer and
has adopted a salary deferral Simplified Employee Pension Plan by
indicating in the Adoption Agreement that Retirement Savings
Contributions are permitted.
If the Employer has so indicated in the Adoption Agreement, the
Employer agrees to permit Retirement Savings Contributions to be
made which will be contributed by the Employer to the IRA
established by or on behalf of each Contributing Participant.
This
arrangement is intended to qualify as a salary reduction
simplified employee pension ("SARSEP") under Section 480(k)(6) of
the Code and the regulations thereunder.
The SARSEP portion of this Plan shall be effective upon adoption.
No Retirement Savings Contributions may be based on Compensation
an Employee could have received before adoption of the SARSEP and
execution by the Employee of a Retirement Savings Agreement.
6.100 DEFINITIONS
6.101 COMPENSATION Means Compensation as defined in Section 2.03 of
the Plan and shall include any amount which is contributed by the
Employer as a Retirement Savings Contribution pursuant to a
Retirement Savings Agreement which is not includible in the gross
income of the Employee under Section 402(h) of the Code.
6.102 CONTRIBUTING PARTICIPANT Means a person who has met the
participation requirements and who has enrolled as a Contributing
Participant pursuant to Section 6.201 and on whose behalf the
Employer is contributing Retirement Savings Contributions.
6.103 ELIGIBLE EMPLOYER Means an Employer which: (a) has no more than
25 Employees who are eligible to participate in the Plan (or
would
have been eligible to participate if this Plan had been
maintained) at any time during the preceding Plan Year; (b) has
no
leased employees within the meaning of Section 414(n)(2) of the
Code; (c) is not a state or local government or political
subdivision thereof, or any agency or instrumentality thereof, or
an organization exempt from tax under Subtitle A of the Code; and
(d) does not currently maintain or has not maintained a defined
benefit plan, even if now terminated.
6.104 ENROLLMENT DATE Means the first day of any Plan Year, the first
day of the seventh month of any Plan Year and any more frequent
dates as the Employer may designate in a uniform and
nondiscriminatory manner.
6.105 EXCESS CONTRIBUTION Means the amount of each Highly Compensated
Employee's Retirement Savings Contributions that exceeds the
9
<PAGE>
actual deferral percentage test limits described in Section
6.303(B) of the Plan for a Plan Year.
6.106 HIGHLY COMPENSATED EMPLOYEE Means a Participant described in
Section 414(q) of the Code who during the current or preceding
year; (a) was a 5% owner of the Employer as defined in Section
416(i)(1)(B)(i) of the Code; (b) received Compensation in excess
of $50,000, as adjusted pursuant to Section 415(d), and was in
the
top-paid group (the top 20% of Employees, by Compensation); (c)
received Compensation in excess of $75,000, as adjusted pursuant
to section 415(d); or (d) was an officer and received
Compensation
in excess of 50% of the dollar limit under Section 415 of the
Code
for defined benefit plans.
6.107 KEY EMPLOYEE Means any Employee or former Employee or
beneficiaries of these Employees who at any time during the Plan
Year or the four preceding Plan Years is or was: (a) an officer
of
the Employer (if the Employee's annual Compensation exceeds 50%
of
the dollar limitation under Section 415(b)(1)(A) of the Code);
(b)
an owner of one of the 10 largest interests in the Employer (if
the Employee's annual Compensation exceeds 100% of the dollar
limitation under Section 415(c)(1)(A) of the Code); (c) a 5%
owner
of the Employer as defined in Section 416(i)(1)(B)(i) of the
Code;
or (d) a 1% owner of Employer (if the Employee has annual
Compensation in excess of $150,000).
6.108 RETIREMENT SAVINGS AGREEMENT Means an agreement, on a form
provided by the Employer pursuant to which a Contributing
Participant may elect to have his or her Compensation reduced and
paid as a Retirement Savings Contribution to his or her IRA by
the
Employer.
6.109 RETIREMENT SAVINGS CONTRIBUTIONS Means contributions made by the
Employer on behalf of the Contributing Participant pursuant to
Section 6.301. Retirement Savings Contributions shall be deemed
to
be Employer Contributions for purposes of (a) the contribution
limits described in Section 4.01(A) of the Plan; (b) the vesting
and withdrawal rights described in Section 4.03 of the Plan; and
(c) determining whether this Plan is a Top-Heavy Plan.
6.110 TOP-HEAVY PLAN This Plan is a Top-Heavy Plan for any Plan Year
if, as of the last day of the previous Plan Year (or current Plan
Year if this is the first year of the Plan) the total of the
Employer Contributions made on behalf of Key Employees for all
the
years this Plan has been in existence exceeds 60% of such
contributions for all Employees. If the Employer maintains (or
maintained within the prior five years) any other SEP or defined
contribution plan in which a Key Employee participates (or
participated), the contributions or account balances, whichever
is
applicable, must be aggregated with the contributions made to the
Plan. The contributions (and account balances, if applicable) of
an Employee who ceases to be a Key Employee or of an individual
who has not been in the employ of the Employer for the previous
five years shall be disregarded. The identification of Key
10
<PAGE>
Employees and the top-heavy calculation shall be determined in
accordance with Section 416 of the Code and the regulations
thereunder.
<PAGE> 8
6.200 CONTRIBUTING PARTICIPANT
6.201 REQUIREMENTS TO ENROLL AS A CONTRIBUTING PARTICIPANT
A. Enrollment Each Employee who becomes a Participant may enroll
as a Contributing Participant. A Participant shall be
eligible
to enroll as a Contributing Participant on any Enrollment
Date.
B. Initial Enrollment Notwithstanding the time set forth in
Section 6.201(A) as of which a Participant may enroll as a
Contributing Participant, the Employer shall have the
authority to designate, in a uniform and nondiscriminatory
manner, additional Enrollment Dates during the twelve month
period beginning on the Effective Date in order that an
orderly first enrollment might be completed.
6.202 MODIFICATION OF RETIREMENT SAVINGS AGREEMENT A Contributing
Participant may modify his or her Retirement Savings Agreement to
increase or decrease (within the limits placed on Retirement
Savings Contributions in the Adoption Agreement) the amount of
his
or her Compensation deferred into his or her IRA under the Plan.
Such modification may only be prospectively made effective as of
an Enrollment Date, or as of any other more frequent date(s) if
the Employer so permits in a uniform and nondiscriminatory
manner.
A Contributing Participant who desires to make such a
modification
shall complete, sign and file a new Retirement Savings Agreement
with the Employer at least 30 days (or such lesser period of days
as the Employer shall permit in a uniform and nondiscriminatory
manner) before the modification is to become effective.
6.203 WITHDRAWAL AS A CONTRIBUTING PARTICIPANT A Participant may
withdraw as a Contributing Participant as of the last date
preceding any Enrollment Date (or as of any other date if the
Employer so permits in a uniform and nondiscriminatory manner) by
revoking his or her authorization to the Employer to make
Retirement Savings Contributions on his or her behalf. A
Participant who desires to withdraw as a Contributing Participant
shall give written notice of withdrawal to the Employer at least
30 days (or such lesser period of days as the Employer shall
permit in a uniform and nondiscriminatory manner) before the
effective date of withdrawal. A Participant shall cease to be a
Contributing Participant upon his or her termination of
employment, or on account of termination of the Plan.
6.204 RETURN AS CONTRIBUTING PARTICIPANT AFTER WITHDRAWAL A
Participant
who has withdrawn as a Contributing Participant under Section
6.203 may not again become a Contributing Participant until the
first day of the first Plan Year following the effective date of
11
<PAGE>
his or her withdrawal as Contributing Participant.
6.300 RETIREMENT SAVINGS CONTRIBUTIONS
6.301 SALARY DEFERRAL ARRANGEMENT The Employer shall contribute
Retirement Savings Contributions on behalf of all Contributing
Participants for each Plan Year that the following requirements
are satisfied:
A. The Employer is an Eligible Employer; and
B. Not less than 50% of the Employees eligible to participate
elect to have Retirement Savings Contributions contributed to
the Plan on their behalf.
Subject to the limits described in Section 6.303, the amount of
Retirement Savings Contributions so contributed shall be the
amount required by the Retirement Savings Agreements of
Contributing Participants.
No Retirement Savings Contribution may be based on Compensation a
Participant received, or had a right to receive, before execution
of a Retirement Savings Agreement by the Participant.
6.302 FAILURE TO SATISFY 50% PARTICIPATION REQUIREMENT If the 50%
participation requirement described in Section 6.301(B) is not
satisfied as of the end of any Plan Year, all the Retirement
Savings Contributions made by Employees for the Plan Year shall
be
considered "Disallowed Deferrals," i.e., IRA contributions that
are not SEP-IRA contributions. The Employer shall notify each
affected Employee, within 2-1/2 months after the end of the Plan
Year to which the Disallowed Deferrals relate, that the deferrals
are no longer considered SEP-IRA contributions. Such notification
shall specify the amount of the Disallowed Deferrals and the
calendar year of the Employee in which they are includible in
income and must provide an explanation of applicable penalties if
the Disallowed Deferrals are not withdrawn in a timely fashion.
The notice to each affected Employee must state specifically; (a)
the amount of the Disallowed Deferrals; (b) that the Disallowed
Deferrals are includible in the Employee's gross income for the
calendar year or years in which the amounts deferred would have
been received by the Employee in cash had he or she not made an
election to defer and that the income allocable to such
Disallowed
Deferrals is includible in the year withdrawn from the IRA; and
(c) that the Employee must withdraw the Disallowed Deferrals (and
allocable income) from the SEP-IRA by April 15 following the
calendar year of notification by the Employer. Those Disallowed
Deferrals not withdrawn by April 15 following the year of
notification will be subject to the IRA contribution limitations
of Sections 219 and 408 of the Code and thus may be considered an
excess contribution to the Employee's IRA. Disallowed Deferrals
may be subject to the 6% tax on excess contributions under
Section
4973 of the Code. If income allocable to a Disallowed Deferral is
12
<PAGE>
not withdrawn by April 15 following the year of notification by
the Employer, the income may be subject to the 10% tax on early
distributions under Section 72(t) of the Code when withdrawn.
Disallowed Deferrals are reported in the same manner as are
Excess
Contributions.
<PAGE> 9
6.303 LIMITS ON RETIREMENT SAVINGS CONTRIBUTIONS
A. Maximum Amount No Contributing Participant shall be permitted
to have Retirement Savings Contributions made under this Plan
during any calendar year in excess of $7,000 (as indexed
pursuant to Code Section 402(g)(5)). The $7,000 (indexed)
limit applies to the total elective deferrals the
Contributing
Participant makes for the calendar year under this Plan and
under any cash or deferred arrangement described in Section
401(k) of the Code and any salary reduction arrangement
described in Section 403(b) of the Code. The limit may be
increased to $9,500 if the Contributing Participant makes
elective deferrals to a salary reduction arrangement under
Section 403(b) of the Code.
Under no circumstances may an Employee's Retirement Savings
Contributions in any calendar year exceed the lesser of: (1)
the limitation under Section 402(g) of the Code based on all
of the plans of the Employer; or (2) 15% of his or her
Compensation (less any amount contributed by the Employer as
a
Retirement Savings Contribution). Compute the amount of this
15% limit by using the following formula:
Compensation (before subtracting Retirement Savings
Contributions) X 13.0435%.
If an Employer maintains any other SEP plan to which
non-elective SEP Employer Contributions are made for a Plan
Year, or any qualified plan to which contributions are made
for such Plan Year, then an Employee's Retirement Savings
Contribution may be limited to the extent necessary to
satisfy
the maximum contribution limitation under Section
415(c)(1)(A)
of the Code.
In addition to the dollar limitation of Section 415(c)(1)(A),
which is $30,000 in 1991, Employer Contributions to this
Plan,
when aggregated with contributions to all other SEP plans and
qualified plans of the Employer, generally may not exceed 15%
of Compensation (less any amount contributed by the Employer
as a Retirement Savings Contribution) for any Employee. If
these limits are exceeded on behalf of any Employee for a
particular Plan Year, that Employee's Retirement Savings
Contributions for that year must be reduced to the extent of
the excess.
B. Actual Deferred Percentage (ADP) Test Limits Retirement
Savings Contributions by a Highly Compensated Employee must
13
<PAGE>
satisfy the actual deferral percentage (hereinafter "ADP")
limitation under Section 408(k)(6) of the Code. Amounts in
excess of the ADP limitation will be deemed Excess
Contributions on behalf of the affected Highly Compensated
Employee or Employees. The ADP of any Highly Compensated
Employee who is eligible to be a Contributing Participant
shall not be more than the product obtained by multiplying
the
average of the ADPs of all non-Highly Compensated Employees
who are eligible to be Contributing Participants by 1.25. For
purposes of this Section 6.303, an Employee's ADP is the
ratio
(expressed as a percentage) of his or her Retirement Savings
Contributions for the Plan Year to his or her Compensation
for
the Plan Year. The ADP of an Employee who is eligible to be a
Contributing Participant, but who does not make Retirement
Savings Contributions during the Plan Year is zero. The
determination of the ADP for any Employee is to be made in
accordance with Section 408(k)(6) of the Code and should
satisfy such other requirements as may be provided by the
Secretary of the Treasury.
C. Special Rule for Family Members For purposes of determining
the ADP of a Highly Compensated Employee, the Retirement
Savings Contributions and Compensation of the Employee will
also include the Retirement Savings Contribution and
Compensation of any family member. This special rule applies
only if the Highly Compensated Employee is in one of the
following groups: (a) a more than 5% owner of the Employer;
or
(b) one of a group of the 10 most Highly Compensated
Employees.
The Retirement Savings Contributions and Compensation of
family members used in this special rule do not count in
computing the average of the ADPs of non-Highly Compensated
Employees.
For purposes of this special rule, a family member is an
individual who is related to a Highly Compensated Employee as
a spouse, or as a lineal ascendent or descendent or the
spouses of such lineal ascendents or descendents in
accordance
with Section 414(q) of the Code and the regulations
thereunder.
6.304 DISTRIBUTION OF EXCESS RETIREMENT SAVINGS CONTRIBUTIONS To the
extent that a Contributing Participant's Retirement Savings
Contributions for a calendar year exceed the limit described in
Section 6.303(A) (i.e., the $7,000 (indexed) limit), the
Contributing Participant must withdraw the excess Retirement
Savings Contributions (and any income allocable to such amount)
by
April 15 following the year of the deferral.
6.305 DISTRIBUTION OF EXCESS CONTRIBUTIONS The Employer shall notify
each Employee, no later than 2-1/2 months following the close of
the Plan Year of the amount, if any, of any Excess Contribution
to
that Employee's IRA for such Plan Year. If the Employer does not
14
<PAGE>
so notify Employees by such date, the Employer must pay a tax
equal to 10% of the Excess Contributions for the Plan Year
pursuant to Section 4979 of the Code. If the Employer fails to
notify Employees by the end of the Plan Year following the Plan
Year of the Excess Contributions, the SEP no longer will be
considered to meet the requirements of Section 408(k)(6) of the
Code. This means that the earnings on the SEP are subject to tax
immediately, that no more Retirement Savings Contributions may be
made under the SEP, and
<PAGE> 10
that Retirement Savings Contributions of all Employees with
uncorrected Excess Contributions must be included in their income
in that year. If the SEP no longer meets the requirements of
Section 408(k)(6), then any contribution to an Employee's IRA
will
be subject to the IRA contribution limitations of Section 219 and
408 of the Code and thus may be considered an excess contribution
to the Employee's IRA.
The Employer's notification to each affected Employee of the
Excess Contributions must specifically state in a manner
calculated to be understood by the average Plan Participant: (a)
the amount of the Excess Contributions attributable to that
Employee's Retirement Savings Contributions; (b) the Plan Year
for
which the Excess Contributions were made; (c) that the Excess
Contributions are includible in the affected Employee's gross
income for the calendar year in which such Excess Contributions
were made; and (d) that the Employee must withdraw the Excess
Contributions (and allocable income) from the IRA by April 15
following the year of notification by the Employer. Those Excess
Contributions not withdrawn by April 15 following the year of
notification will be subject to the IRA contribution limitations
of Sections 219 and 408 of the Code for the preceding calendar
year and thus may be considered an excess contribution to the
Employee's IRA. Such excess contributions may be subject to the
6%
tax on excess contributions under Section 4973 of the Code. If
income allocable to an Excess Contribution is not withdrawn by
April 15 following the year of notification by the Employer, the
income may be subject to the 10% tax on early distributions under
Section 72(t) of the Code when withdrawn. However, if the Excess
Contributions (not including allocable income) total less than
$100, then the Excess Contributions are includible in the
Employee's gross income in the year of notification. Income
allocable to the Excess Contributions is includible in the year
of
withdrawal from the IRA.
6.306 DETERMINATION OF INCOME For purposes of Sections 6.302, 6.304
and
6.305, the income allocable to Disallowed Deferrals, excess
Retirement Savings Contributions or Excess Contributions for a
year shall be determined by multiplying the income earned on the
IRA for the period which begins on the first day of such year and
ends on the date of distribution from the IRA by a fraction, the
numerator of which is the Disallowed Deferral, excess Retirement
Savings Contribution or Excess Contribution for such year and the
denominator of which is the sum of the account balance of the IRA
15
<PAGE>
as of the beginning of such year and the total contributions made
to the IRA for such year.
6.307 RESTRICTION ON TRANSFERS AND WITHDRAWALS The Employer shall
notify each Contributing Participant that, until the earlier of
2-1/2 months after the end of a particular Plan Year or the date
the Employer notifies its employees that the actual deferral
percentage limitations have been calculated, any transfer or
distribution from the Contributing Participant's IRA of
Retirement
Savings Contributions (or income on these contributions)
attributable to Retirement Savings Contributions made during that
Plan Year will be includible in income for purposes of Sections
72(t) and 408(d)(1) of the Code.
6.308 ALLOCATION OF RETIREMENT SAVINGS CONTRIBUTIONS Retirement Savings
Contributions made on behalf of Contributing Participants for a
Plan Year shall be allocated and deposited to the IRA of each
Contributing Participant by the Employer as soon as is
administratively feasible.
6.400 SPECIAL RULES FOR TOP-HEAVY PLANS
6.401 MINIMUM ALLOCATION The following mandatory minimum allocation
applies when this Plan is a Top-Heavy Plan:
Unless another plan of the Employer is designated in the space
below to satisfy the top-heavy requirements of Section 416 of the
Code, each year this Plan is a Top-Heavy Plan, the Employer will
make a minimum contribution to the IRA of each Participant who is
not a Key Employee, which, in combination with other non-elective
contributions, if any, is equal to the lesser of 3% of such
Participant's Compensation or a percentage of Compensation equal
to the percentage of Compensation at which elective and non-
elective contributions are made under the Plan for the Plan Year
for the Key Employee for whom such percentage is the largest.
The top-heavy minimum will be met in the following plan:
________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(If applicable, name the plan other than this Plan in which the
minimum top-heavy contribution will be made).
6.402 RETIREMENT SAVINGS CONTRIBUTIONS CANNOT BE USED FOR MINIMUM
ALLOCATION For purposes of satisfying the minimum allocation
requirement of Section 416 of the Code, Retirement Savings
Contributions contributed for the benefit of Employees who are
not
Key Employees may not be used to satisfy the minimum allocation
requirement.
16
<PAGE>
Strong Total Return Fund, Inc.
EXHIBIT 16
SCHEDULE OF COMPUTATION OF
PERFORMANCE QUOTATIONS
I. AVERAGE ANNUAL TOTAL RETURN
A. FORMULA
_____
P (1 + T)n = ERV or T = \n/ERV/P - 1
Where: P = a hypothetical initial payment of $10,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $10,000
payment made
at the beginning of the stated periods at the end of the stated
periods.
B. CALCULATION
_____
T = \n/ERV/P - 1
1. One-year period 10-31-96 through 10-31-97
___________
23.38% = \1/12,338/10,000 - 1
2. Five-year period 10-31-92 through 10-31-97
___________
17.42% = \5/22,316/10,000 - 1
3. Ten-year period 10-31-87 through 10-31-97
___________
12.26% = \10/31,797/10,000 - 1
4. Since inception 12-30-81 through 10-31-97
___________
15.87% = \15.833/103,000/10,000 - 1
1
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III. TOTAL RETURN
A. FORMULA
EV-IV
IV = TR
Where: EV = Value at the end of the period, including reinvestment
of all dividends and capital gains distributions
IV = Initial value of a hypothetical investment at the net asset
value
TR = Total Return
B. CALCULATION
EV-IV
IV = TR
One-year period ended October 31, 1997
12,338 - 10,000
10,000 = 23.38%
2
<PAGE>
[ARTICLE] 6
[CIK] 0000355416
[NAME] "Strong Total Return Fund, Inc."
[MULTIPLIER] 1000
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] Oct-31-1997
[PERIOD-START] Nov-01-1996
[PERIOD-END] Oct-31-1997
[INVESTMENTS-AT-COST] 749279
[INVESTMENTS-AT-VALUE] 811802
[RECEIVABLES] 41696
[ASSETS-OTHER] 51
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 853549
[PAYABLE-FOR-SECURITIES] 21826
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 139
[TOTAL-LIABILITIES] 21965
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 599327
[SHARES-COMMON-STOCK] 25458
[SHARES-COMMON-PRIOR] 24239
[ACCUMULATED-NII-CURRENT] 267
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 169467
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 62523
[NET-ASSETS] 831584
[DIVIDEND-INCOME] 10308
[INTEREST-INCOME] 2831
[OTHER-INCOME] 0
[EXPENSES-NET] " (8,435)"
[NET-INVESTMENT-INCOME] 4704
[REALIZED-GAINS-CURRENT] 173269
[APPREC-INCREASE-CURRENT] " (12,034)"
[NET-CHANGE-FROM-OPS] 165939
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] "(8,776)"
[DISTRIBUTIONS-OF-GAINS] "(111,146)"
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 6598
[NUMBER-OF-SHARES-REDEEMED] "(9,605)"
[SHARES-REINVESTED] 4226
[NET-CHANGE-IN-ASSETS] 71364
[ACCUMULATED-NII-PRIOR] 4339
[ACCUMULATED-GAINS-PRIOR] 107345
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 6412
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 8435
[AVERAGE-NET-ASSETS] 795769
1
<PAGE>
[PER-SHARE-NAV-BEGIN] 31.36
[PER-SHARE-NII] 0.19
[PER-SHARE-GAIN-APPREC] 6.21
[PER-SHARE-DIVIDEND] (0.36)
[PER-SHARE-DISTRIBUTIONS] (4.74)
[RETURNS-OF-CAPITAL] 0.00
[PER-SHARE-NAV-END] 32.66
[EXPENSE-RATIO] 1.1
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
2
<PAGE>
GODFREY & KAHN, S.C.
ATTORNEYS AT LAW
780 NORTH WATER STREET
MILWAUKEE, WISCONSIN 53202
PHONE: (414) 273-3500 FAX: (414) 273-5198
February 24, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: STRONG TOTAL RETURN FUND, INC.
Gentlemen:
We represent Strong Total Return Fund, Inc. (the "Company"), in
connection with its filing of Post-Effective Amendment No. 22 (the
"Post-Effective Amendment") to the Company's Registration Statement
(Registration Nos. 2-73967; 811-3254) 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).
Very truly yours,
GODFREY & KAHN, S.C
/s/ Pamela M. Krill
Pamela M. Krill
MW1-111222-1
1
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