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SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
STRONG SCHAFER VALUE FUND, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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EXHIBIT 99.1
INSERT TO BE MAILED WITH PROXY STATEMENT
Three easy ways to vote your proxy
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The accompanying proxy statement outlines important issues affecting the STRONG
SCHAFER VALUE FUND. Your vote will help determine the future of your investment.
So please take time to read the proxy statement, then cast your vote. There are
three ways to vote -- choose the method that's most convenient for you.
1. VOTE BY TELEPHONE. Just call our dedicated proxy voting number --
1-888-221-0697. It's open 24 hours a day, 7 days a week. Then enter the control
number from your proxy card, and follow the voice prompts to record your vote.
2. VOTE BY INTERNET. Visit the Strong funds web site, WWW.STRONG-FUNDS.COM, and
click on the Proxy Vote icon you'll see on our home page. Then follow the voting
instructions that will appear.
3. VOTE BY MAIL. Simply fill out the proxy card and return it to us in the
enclosed postpaid envelope. There is no need to return the card if you vote by
phone or Internet.
Remember -- your vote matters. So follow one of these easy steps today!
[Strong Logo]
STRONG FUNDS
Strong Funds Distributors, Inc.
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EXHIBIT 99.2
MESSAGE TO STOCKHOLDERS WHO TELEPHONE FOR PROXY INFORMATION
STOCKHOLDER HEARS THIS SCRIPT:
Thank you for calling Strong Funds. For information on the Strong Schafer Value
Fund proxy please press one. To speak with a representative press two.
On August 12, 1998, the Board of Directors of the Strong Schafer Value Fund
considered various Fund matters, and approved a new investment advisory
agreement with Strong Schafer Capital Management, LLC.
This advisory agreement is subject to a shareholder vote. As a Strong Schafer
Value Fund shareholder you have been sent a proxy asking you to approve Strong
Schafer Capital Management, LLC as the Fund's investment advisor.
The approval of the investment advisory agreement will not change the Fund's
portfolio manager or its fee structure. If the new investment advisory agreement
is approved by shareholders, David Schafer will continue in his role as
portfolio manager of the Strong Schafer Value Fund employing the same investment
style that he has since the Fund began over twelve years ago.
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You may vote your proxy by calling the toll free number listed on your proxy
card, by visiting our website at www.strong-funds.com, or by mailing the proxy
card you've received in the postage paid envelope. Your vote is important and we
appreciate your timely reply. Thank you for calling the Strong Funds.
For additional information or to speak with a representative please press zero.
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EXHIBIT 99.3
SCRIPT FOR REGISTERED STOCKHOLDER TELEPHONE VOTING
STRONG SCHAFER VALUE FUND, INC.
STOCKHOLDER HEARS THIS SCRIPT:
Speech 1 Welcome. Please enter the control number located on your proxy card
beneath the telephone toll-free number on the upper portion of your
proxy card.
Speech 2 To vote as the Strong Schafer Value Fund Board recommends on all
proposals, press 1 now.
Closing A You voted as the Board recommended. If correct, press 1. If
incorrect, press 0.
Speech 3 To vote on each proposal separately, press 0 now.
Proposal 1:
Speech 4 To vote FOR all nominees, press 1.
To WITHHOLD for all nominees, press 9.
To WITHHOLD for an individual nominee, press 0.
Speech 5 Enter the two digit number that appears next to the nominee you DO
NOT wish to vote for.
Speech 5A Press 1 to withhold for another nominee or Press 0 if you have
completed voting for Directors.
Proposal 2:
Speech 6 To vote FOR Investment Advisory Agreement, press 1; AGAINST, press
9; ABSTAIN, press 0
Proposal 3:
Speech 7 To vote for Appointment of Pricewaterhouse Coopers L.L.P., press 1;
AGAINST, press 9; ABSTAIN, press 0
You voted as follows:
Closing B Proposal 1: For ALL, or WITHHOLD All, or FOR All Except...
Proposal 2: For, Against, Abstain
Proposal 3: For, Against, Abstain
If this is correct, Press 1 now. If incorrect, Press 0.
Speech 8 By voting in accordance with the foregoing instructions, you have
authorized Management Information Services Corporation as your agent
to sign an authorization for David K. Schafer and/or James P. Cullen
to act as your proxy in voting your shares at the meeting as you
have instructed. If you have any specific questions please contact
Strong Funds at 800-368-9630. Thank you.
Speech 9 If you have received more than one proxy card, you must vote each
card separately. If you would like to vote another proxy, press 1
now. To end this call, press 0.
CONFIDENTIAL 8/17/98 MANAGEMENT INFORMATION SERVICES CORPORATION
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EXHIBIT 99.4
STRONG FUNDS INTERNET SITE FOR PROXY VOTING AND INFORMATION
PROXY INFORMATION
Please click on the button below to learn more about the current proxy
solicitation and cast your vote on-line for the Strong Schafer Value Fund.
STRONG SCHAFER VALUE FUND
[PROXY INFORMATION]
[Strong Footer Maps]
Need [Help]? Enter what you are looking for: [ ] [FIND]
1-800-359-3379
(C) COPYRIGHT 1996-1998 STRONG CAPITAL MANAGEMENT, INC.
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PROXY INFORMATION
STRONG SCHAFER VALUE FUND
[VOTE NOW]
[ ] HOW DO I VOTE?
You may vote in any one of four ways:
- BY TOUCH-TONE TELEPHONE. Just call the toll-free number on your
proxy card and follow the instructions to cast your vote.
- BY COMPUTER. [Cast your vote online] by selecting the "Vote Now"
button.
- BY MAIL. Complete the proxy card and mail it back to Strong Funds in
the envelope provided.
- IN PERSON. Attend your Fund's stockholders meeting and cast your
vote in person.
Strong Funds encourages you to vote by telephone or by computer as these methods
save costs.
[ ] SHOULD I SEND IN THE CARD AND VOTE BY TELEPHONE OR INTERNET?
No. You should only vote using one method. The only reason for you to vote again
would be to change your previous vote.
[ ] HOW DO I VOTE BY TELEPHONE?
You need to use a touch-tone telephone.
1. Have your proxy card ready.
2. Dial the toll-free number listed on your proxy card.
3. Enter the control number found on the card.
4. Follow the instructions that you will hear on the phone system.
[ ] HOW DO I VOTE ON THE INTERNET?
1. Have your proxy card ready.
2. Go to: [http://proxyweb.com].
3. Enter the control number found on the card.
4. Follow the instructions on your computer screen.
By voting on the Internet you are authorizing Management Information Services
Corporation ("MIS") as your agent to complete, sign, and date an authorization
for David K. Schafer and/or James P. Cullen to act as your proxy in voting your
shares as you have instructed.
To authorize MIS as your agent in this regard, go to the MIS web site and follow
the instructions for submitting the authorization.
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Your authorization will permit MIS to complete, sign, date and return to the
Fund a proxy card on your behalf. You may instruct MIS as to how to complete
your proxy card (i.e., by voting for, against or abstaining from each proposal)
by responding to each item in the proxy completion instructions. If you do not
specify how your proxy card is to be completed, it will be completed as
recommended by the Board of Directors. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE FOR EACH PROPOSAL.
[VOTE NOW]
[ ] WHAT DOES IT MEAN TO BE REPRESENTED BY PROXY?
Being represented by proxy means that you have appointed someone else to act on
your behalf as your proxy at the stockholders meeting. Your appointed proxy must
vote each proposal according to the instructions which you provided on your
proxy card or via the telephone or Internet.
[ ] WITH SO MANY SHAREHOLDERS IN THE FUND, WHY SHOULD I VOTE?
Your vote certainly makes a difference. If stockholders fail to vote their
proxies, your Fund may not receive enough votes to go forward with its meeting.
If this happens, proxies will have to be mailed again causing additional costs
to the Fund and/or its investment advisor.
[Strong Footer Maps]
Need [Help]? Enter what you are looking for [ ] [FIND]
1-800-359-3379
(c) copyright 1996-1998 Strong Capital Management, Inc.
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EXHIBIT 99.5
PROXY VOTING INTERNET SITE
Internet Proxy Voting Service
PLEASE ENTER CONTROL NUMBER FROM YOUR PROXY CARD: [ ] [ ] [ ] [ ] [ ]
PLEASE ENTER LAST 4 DIGITS OF YOUR TAX ID #: [ ] [Vote Proxy Card]
CHECK HERE [ ] TO VOTE WITH BOARD RECOMMENDATIONS.
[MOCK-UP OF PROXY CARD This site is best viewed using
INDICATING LOCATION OF Netscape or Internet Explorer
CONTROL NUMBER] versions 3.0 or higher
and using a display resolution of
800 X 600.
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[STRONG FUNDS LOGO] INTERNET PROXY VOTING SERVICE
PROXY VOTING CARD
STRONG SCHAFER VALUE FUND, INC.
THE DIRECTORS RECOMMEND A VOTE FOR EACH OF THE FOLLOWING PROPOSALS:
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PROPOSAL 1. ELECTION OF DIRECTORS. [ ] FOR ALL [ ] WITHHOLD ALL
[ ] FOR ALL EXCEPT:
[ ]
PROPOSAL 2. TO APPROVE A NEW INVESTMENT
ADVISORY AGREEMENT. [ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 3. TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS L.L.P. [ ] FOR [ ] AGAINST [ ] ABSTAIN
These proposals are for display only.
Please refer to the proxy statement for discussion of each of these matters.
If no specification is made on a proposal, the proposal will be voted "For".
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To receive email confirmation, enter your email address here: [ ]
PRESS THIS BUTTON TO [SUBMIT] YOUR PROXY VOTE.
PLEASE REVIEW YOUR SELECTIONS CAREFULLY BEFORE VOTING.
IF YOU VOTE MORE THAN ONCE ON THE SAME PROXY, ONLY YOUR LAST (MOST RECENT) VOTE
WILL BE CONSIDERED VALID.
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[STRONG FUNDS LOGO] INTERNET PROXY VOTING SERVICE
PROXY VOTING CARD
STRONG SCHAFER VALUE FUND, INC.
THANK YOU! YOUR VOTE HAS BEEN SUBMITTED.
THE DIRECTORS RECOMMEND A VOTE FOR EACH OF THE FOLLOWING PROPOSALS.
PROPOSAL 1. ELECTION OF DIRECTORS.
PROPOSAL 2. TO APPROVAL A NEW INVESTMENT ADVISORY AGREEMENT
PROPOSAL 3. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS L.L.P.
These proposals are for display only.
Please refer to the proxy statement for discussion of each of these matters.
[No] [Your] email confirmation has been sent.
[ ] Change Vote [ ] Exit Internet Proxy Voting Service [ ] Vote Another Proxy
