<PAGE> 1
As filed with the Securities and Exchange Commission on or about February 28,
1997
Securities Act Registration No. 33-45321
Investment Company Act Registration No. 811-6553
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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. 13 [X]
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 14 [X]
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(Check appropriate box or boxes)
STRONG VARIABLE INSURANCE FUNDS, 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)
Registrant has registered an indefinite amount of securities pursuant to
Rule 24f-2 under the Securities Act of 1933; the Registrant's Rule 24f-2 Notice
for the fiscal year ended December 31, 1996 was filed on or about February 19,
1997.
It is proposed that this filing will become effective (check appropriate
box):
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on (date) pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[X] on May 1, 1997 pursuant to paragraph (a)(1) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
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<PAGE> 2
STRONG VARIABLE INSURANCE FUNDS, INC.
This Post-Effective Amendment to the Registration Statement of the
Registrant, which is currently comprised of seven Funds, relates only to Strong
Discovery Fund II, Strong International Stock Fund II, and Strong Growth Fund
II. This Post-Effective Amendment does not relate to, amend, supersede, or
otherwise affect the Prospectuses and Statements of Additional Information
contained in Post-Effective Amendment No. 11 for the Strong Advantage Fund II,
Strong Short-Term Bond Fund II, Strong Government Securities Fund II, or
Strong Asset Allocation Fund II.
This Post-Effective Amendment to the Registration Statement of the
Registrant is being filed to add prior performance information to the
prospectuses of the Strong Discovery Fund II, Strong International Stock Fund
II, and Strong Growth Fund II through a prospectus supplement. This
Post-Effective Amendment incorporates by reference the prospectuses and the
statements of additional information of the Strong Discovery Fund II, Strong
International Stock Fund II, and Strong Growth Fund II each dated May 1, 1996,
that are contained in Post-Effective Amendment No. 11 to the Registrant's
Registration Statement, pursuant to Rule 411 under the Securities Act of 1933.
(File Nos. 33-45320 and 811-6552)
CROSS REFERENCE SHEET
FOR STRONG DISCOVERY FUND II,
STRONG ASSET ALLOCATION FUND II,
STRONG INTERNATIONAL STOCK FUND II, AND
STRONG ADVANTAGE FUND II
(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>
CAPTION OR SUBHEADING IN PROSPECTUS OR
ITEM NO. ON FORM N-1A STATEMENT OF ADDITIONAL INFORMATION
- ------------------------------------------------------ -----------------------------------------
<S> <C>
PART A - INFORMATION REQUIRED IN PROSPECTUS
1. Cover Page Cover Page
2. Synopsis Inapplicable
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant The Fund; Investment Objective and
Policies; Implementation of Policies and
Risks; Special Considerations;
Additional Information
5. Management of the Fund Management, Additional Information
5A. Management's Discussion of Fund Performance *
6. Capital Stock and Other Securities Additional Information
7. Purchase of Securities Being Offered Additional Information
8. Redemption or Repurchase Additional Information
9. Pending Legal Proceedings Inapplicable
<CAPTION>
PART B - INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
<S> <C>
10. Cover Page Cover page
11. Table of Contents Table of Contents
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
CAPTION OR SUBHEADING IN PROSPECTUS OR
ITEM NO. ON FORM N-1A STATEMENT OF ADDITIONAL INFORMATION
- ------------------------------------------------------ -----------------------------------------
<S> <C>
12. General Information and History **
13. Investment Objectives and Policies Investment Restrictions; Investment
Policies and Techniques
14. Management of the Fund Directors and Officers of the Corporation
15. Control Persons and Principal Holders of Principal Shareholders; Directors and
Officers of the Corporation; Investment
Advisor and Distributor
16. Investment Advisory and Other Services Investment Advisor and Distributor;
Management (in Prospectus); Custodian;
Transfer Agent and Dividend-Disbursing
Agent; Administrative Services;
Independent Accountants; Legal Counsel
17. Brokerage Allocation and Other Practices Portfolio Transactions and Brokerage
18. Capital Stock and Other Securities Included in Prospectus under the heading
Additional Information
19. Purchase, Redemption and Pricing of Securities Included in Prospectus under the
Being Offered headings: Additional Information; and
in the Statement of Additional
Information under the headings:
Investment Advisor and Distributor; and
Determination of Net Asset Value
20. Tax Status Included in Prospectus under the heading
Additional Information; and Special
Considerations; and in the Statement of
Additional Information under the heading
Taxes
21. Underwriters Investment Advisor and Distributor
22. Calculation of Performance Data Performance Information
23. Financial Statements Financial Statements
</TABLE>
* Complete answer to Item is contained in each Fund's Annual Report.
** Complete answer to Item is contained in each Fund's Prospectus.
<PAGE> 4
CROSS REFERENCE SHEET
FOR STRONG GROWTH FUND II AND
STRONG SHORT-TERM BOND FUND II
(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>
CAPTION OR SUBHEADING IN PROSPECTUS OR
ITEM NO. ON FORM N-1A STATEMENT OF ADDITIONAL INFORMATION
- ------------------------------------------------------ -----------------------------------------
<S> <C>
PART A - INFORMATION REQUIRED IN PROSPECTUS
1. Cover Page Cover Page
2. Synopsis Inapplicable
3. Condensed Financial Information Inapplicable
4. General Description of Registrant The Fund; Investment Objective and
Policies; Implementation of Policies and
Risks; Special Considerations;
Additional Information
5. Management of the Fund Management, Additional Information
5A. Management's Discussion of Fund Performance Inapplicable
6. Capital Stock and Other Securities Additional Information
7. Purchase of Securities Being Offered Additional Information
8. Redemption or Repurchase Additional Information
9. Pending Legal Proceedings Inapplicable
<CAPTION>
PART B - INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
<S> <C>
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 of the Corporation
15. Control Persons and Principal Holders of Principal Shareholders; Directors and
Securities Officers of the Corporation; Investment
Advisor and Distributor
16. Investment Advisory and Other Services Investment Advisor and Distributor;
Management (in Prospectus); Custodian;
Transfer Agent and Dividend-Disbursing
Agent; Administrative Services;
Independent Accountants; Legal Counsel
17. Brokerage Allocation and Other Practices Portfolio Transactions and Brokerage
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
CAPTION OR SUBHEADING IN PROSPECTUS OR
ITEM NO. ON FORM N-1A STATEMENT OF ADDITIONAL INFORMATION
- ------------------------------------------------------ -----------------------------------------
<S> <C>
18. Capital Stock and Other Securities Included in Prospectus under the heading
Additional Information
19. Purchase, Redemption and Pricing of Securities Included in Prospectus under the
Being Offered headings: Additional Information; and
in the Statement of Additional
Information under the headings:
Additional Shareholder Information;
Investment Advisor and Distributor; and
Determination of Net Asset Value
20. Tax Status Included in Prospectus under the heading
Additional Information; and Special
Considerations; and in the Statement of
Additional Information under the heading
Taxes
21. Underwriters Investment Advisor and Distributor
22. Calculation of Performance Data Performance Information
23. Financial Statements Inapplicable
</TABLE>
* Complete answer to Item is contained in each Fund's Prospectus.
<PAGE> 6
CROSS REFERENCE SHEET
FOR STRONG GOVERNMENT SECURITIES FUND II
(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>
CAPTION OR SUBHEADING IN PROSPECTUS OR
ITEM NO. ON FORM N-1A STATEMENT OF ADDITIONAL INFORMATION
- ------------------------------------------------------ -----------------------------------------
<S> <C>
PART A - INFORMATION REQUIRED IN PROSPECTUS
1. Cover Page Cover Page
2. Synopsis Inapplicable
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant The Fund; Investment Objective and
Policies; Implementation of Policies and
Risks; Special Considerations;
Additional Information
5. Management of the Fund Management, Additional Information;
Financial Highlights
5A. Management's Discussion of Fund Performance Inapplicable
6. Capital Stock and Other Securities Additional Information
7. Purchase of Securities Being Offered Additional Information
8. Redemption or Repurchase Additional Information
9. Pending Legal Proceedings Inapplicable
<CAPTION>
PART B - INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
<S> <C>
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 of the Corporation
15. Control Persons and Principal Holders of Principal Shareholders; Directors and
Securities Officers of the Corporation; Investment
Advisor and Distributor
16. Investment Advisory and Other Services Investment Advisor and Distributor;
Management (in Prospectus); Custodian;
Transfer Agent and Dividend-Disbursing
Agent; Administrative Services;
Independent Accountants; Legal Counsel
17. Brokerage Allocation and Other Practices Portfolio Transactions and Brokerage
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
CAPTION OR SUBHEADING IN PROSPECTUS OR
ITEM NO. ON FORM N-1A STATEMENT OF ADDITIONAL INFORMATION
- ------------------------------------------------------ -----------------------------------------
<S> <C>
18. Capital Stock and Other Securities Included in Prospectus under the heading
Additional Information
19. Purchase, Redemption and Pricing of Securities Included in Prospectus under the
Being Offered headings: Additional Information; and
in the Statement of Additional
Information under the headings:
Additional Shareholder Information;
Investment Advisor and Distributor; and
Determination of Net Asset Value
20. Tax Status Included in Prospectus under the heading
Additional Information; and Special
Considerations; and in the Statement of
Additional Information under the heading
Taxes
21. Underwriters Investment Advisor and Distributor
22. Calculation of Performance Data Performance Information
23. Financial Statements Financial Statements
</TABLE>
* Complete answer to Item is contained in each Fund's Prospectus.
<PAGE> 8
Please file this Prospectus Supplement with your records.
STRONG SPECIAL FUND II
STRONG DISCOVERY FUND II
STRONG GROWTH FUND II
STRONG INTERNATIONAL STOCK FUND II
Supplement to the Prospectus dated May 1, 1996
STRONG SPECIAL FUND II
PRIOR PERFORMANCE OF SIMILAR FUND MANAGED BY THE ADVISOR. The Strong Special
Fund II, which commenced operations on May 8, 1992, has been modeled after the
Strong Opportunity Fund, an existing retail fund managed by the Advisor. The
Strong Opportunity Fund began operations on December 31, 1985 and, as of
________, had ________ in assets. The investment objective, policies, and
strategies of the Strong Opportunity Fund are substantially similar to those of
the Strong Special Fund II. The Strong Special Fund II and Strong Opportunity
Fund differ in one respect, the Strong Special Fund II must invest at least 80%
of its assets in equity securities (65% of which must be common stocks) while
the Strong Opportunity Fund must invest at least 70% of its assets in equity
securities. Nevertheless, both Funds have been managed in a substantially
identical manner and, as a result, the Advisor does not believe that this
difference in each Fund's stated investment policies has caused any significant
change in investment results. The average annual and cumulative total returns
for the Strong Opportunity Fund since inception are presented in the table
below.
<TABLE>
<CAPTION>
STRONG
YEAR OPPORTUNITY FUND(1)
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<S> <C>
Average Annual Returns
1 Year
5 Year
10 Year
12/31/85 - 3/31/97
Cumulative Returns
</TABLE>
(1) Average annual total returns reflect changes in share prices and
reinvestment of dividends and distributions and are net of fund expenses.
Historical performance does not indicate future performance. THE STRONG
OPPORTUNITY FUND IS A SEPARATE FUND AND ITS HISTORICAL PERFORMANCE IS NOT
INDICATIVE OF THE PAST OR FUTURE PERFORMANCE OF THE STRONG SPECIAL FUND II.
THE PERFORMANCE OF THE STRONG SPECIAL FUND II MAY BE GREATER OR LESS THAN THE
PERFORMANCE OF THE STRONG OPPORTUNITY FUND DUE TO, AMONG OTHER THINGS,
DIFFERENCES IN EXPENSES AND CASH FLOWS. Share prices and investment returns
will fluctuate.
1
<PAGE> 9
STRONG DISCOVERY FUND II
PRIOR PERFORMANCE OF SIMILAR FUND MANAGED BY THE ADVISOR. The Strong Discovery
Fund II, which commenced operations on May 8, 1992, has been modeled after the
Strong Discovery Fund, an existing retail fund managed by the Advisor. The
Strong Discovery Fund began operations on December 31, 1987 and, as of
_________, had _________ in assets. The investment objective, policies, and
strategies of the Strong Discovery Fund are identical to those of the Strong
Discovery Fund II. The average annual and cumulative total returns for the
Strong Discovery Fund since inception are presented in the table below.
<TABLE>
<CAPTION>
STRONG
YEAR DISCOVERY FUND (1)
- -------------------------------------------------------------------------------
<S> <C>
Average Annual Returns
1 Year
5 Year
12/31/87 - 3/31/97
Cumulative Returns
</TABLE>
(1) Average annual total returns reflect changes in share prices and
reinvestment of dividends and distributions and are net of fund expenses.
Historical performance does not indicate future performance. THE STRONG
DISCOVERY FUND IS A SEPARATE FUND AND ITS HISTORICAL PERFORMANCE IS NOT
INDICATIVE OF THE PRESENT OR FUTURE PERFORMANCE OF THE STRONG DISCOVERY FUND
II. THE PERFORMANCE OF THE STRONG DISCOVERY FUND II MAY BE GREATER OR LESS
THAN THE PERFORMANCE OF THE STRONG DISCOVERY FUND DUE TO, AMONG OTHER THINGS,
DIFFERENCES IN EXPENSES AND CASH FLOWS. Share prices and investment returns
will fluctuate.
STRONG GROWTH FUND II
PRIOR PERFORMANCE OF PORTFOLIO MANAGER. From February 1989 through July 1991,
Mr. Ronald C. Ognar, the current portfolio manager of the Strong Growth Fund
II, managed the Kemper Growth Fund. Mr. Ognar assumed portfolio management
responsibility from the Kemper Growth Fund's previous manager. As portfolio
manager, Mr. Ognar was primarily responsible for the day-to-day management of
the Kemper Growth Fund and no other person played a significant part in that
management. During the time that Mr. Ognar managed the Kemper Growth Fund, it
had an investment objective, policies, and strategies that were substantially
similar to the Strong Growth Fund II. The cumulative total return for the
Kemper Growth Fund from March 1, 1989 through June 30, 1991 was 62.93% as
compared to 39.32% for the S&P 500 Index over the same period. The average
annual total returns for the Kemper Growth Fund for the one-year period ended
June 30, 1991, and for the entire period that Mr. Ognar managed the Kemper
Growth Fund compared with the performance of the S&P 500 Index were:
2
<PAGE> 10
<TABLE>
<CAPTION>
KEMPER
YEAR GROWTH FUND (1) S&P 500 INDEX(2)
- ------------------------------------------------------------------------------
<S> <C> <C>
1 Year 15.13% 7.39%
3/1/89 - 6/30/91(3) 23.27% 15.27%
</TABLE>
(1) Average annual total returns reflect changes in share prices and
reinvestment of dividends and distributions and are net of fund expenses.
(2) 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.
(3) From July 1991 until he joined Strong Capital Management in April of 1993,
Mr. Ognar served RCM Capital Management as a portfolio manager of certain
separate accounts. Mr. Ognar has been managing the Strong Growth Fund II
since its inception January 2, 1997.
Historical performance does not indicate future performance. THE KEMPER GROWTH
FUND IS A SEPARATE FUND AND ITS HISTORICAL PERFORMANCE IS NOT INDICATIVE OF THE
POTENTIAL PERFORMANCE OF THE STRONG GROWTH FUND II. Share prices and
investment returns will fluctuate.
PRIOR PERFORMANCE OF SIMILAR FUND MANAGED BY THE ADVISOR. The Strong Growth
Fund II, which commenced operations on December 31, 1996, has been modeled
after the Strong Growth Fund, an existing retail fund managed by the Advisor.
The Strong Growth Fund began operations on December 31, 1993 and, as of
_______, had _______ in assets. The investment objective, policies, and
strategies of the Strong Growth Fund are identical to those of the Strong
Growth Fund II. The average annual and cumulative total returns for the Strong
Growth Fund since inception are presented in the table below.
<TABLE>
<CAPTION>
STRONG
YEAR GROWTH FUND(1)
- -------------------------------------------------------------------------
<S> <C>
Average Annual Returns
1 Year
12/31/93 - 3/31/97
Cumulative Returns
</TABLE>
(1) Average annual total returns reflect changes in share prices and
reinvestment of dividends and distributions and are net of fund expenses.
Historical performance does not indicate future performance. THE STRONG GROWTH
FUND IS A SEPARATE FUND AND ITS HISTORICAL PERFORMANCE IS NOT INDICATIVE OF THE
PRESENT OR FUTURE PERFORMANCE OF THE STRONG GROWTH FUND II. THE PERFORMANCE OF
THE STRONG GROWTH FUND II MAY BE GREATER OR LESS THAN THE PERFORMANCE OF THE
STRONG GROWTH FUND DUE TO, AMONG OTHER THINGS, DIFFERENCES IN EXPENSES AND CASH
FLOWS. Share prices and investment returns will fluctuate.
3
<PAGE> 11
STRONG INTERNATIONAL STOCK FUND II
PRIOR PERFORMANCE OF SIMILAR FUND MANAGED BY THE ADVISOR. The Strong
International Stock Fund II, which commenced operations on October 20, 1995,
has been modeled after the Strong International Stock Fund, an existing retail
fund managed by the Advisor. The Strong International Stock Fund began
operations on March 4, 1992 and, as of _________, had _____ in assets. The
investment objective, policies, and strategies of the Strong International
Stock Fund are identical to those of the Strong International Stock Fund II.
The average annual and cumulative total returns for the Strong International
Stock Fund since inception are presented in the table below.
STRONG INTERNATIONAL
YEAR STOCK FUND (1)
- ----------------------------------------------------------------------------
AVERAGE ANNUAL RETURNS
1 YEAR
5 YEAR
3/4/92 - 3/31/97
CUMULATIVE RETURNS
(1) Average annual total returns reflect changes in share prices and
reinvestment of dividends and distributions and are net of fund expenses.
Historical performance does not indicate future performance. THE STRONG
INTERNATIONAL STOCK FUND IS A SEPARATE FUND AND ITS HISTORICAL PERFORMANCE IS
NOT INDICATIVE OF THE PRESENT OR FUTURE PERFORMANCE OF THE STRONG INTERNATIONAL
STOCK FUND II. THE PERFORMANCE OF THE STRONG INTERNATIONAL STOCK FUND II MAY BE
GREATER OR LESS THAN THE PERFORMANCE OF THE STRONG INTERNATIONAL STOCK FUND DUE
TO, AMONG OTHER THINGS, DIFFERENCES IN EXPENSES AND CASH FLOWS. Share prices
and investment returns will fluctuate.
This Prospectus Supplement is dated May 1, 1997.
<PAGE> 12
STRONG VARIABLE INSURANCE FUNDS, INC.
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) For the fiscal year ended December 31, 1995
(audited) - Strong Discovery Fund II, Strong Advantage Fund
II, Strong Asset Allocation Fund II, and Strong International
Stock Fund II (all included or incorporated by reference in
Parts A & B).
Schedule of Investments in Securities
Statement of Operations
Statement of Assets and Liabilities
Statement of Changes in Net Assets
Notes to Financial Statements
Financial Highlights
Report of Independent Accountants
Incorporated by reference to the Annual Reports to
Shareholders of the Strong Variable Insurance Funds dated
December 31, 1995, pursuant to Rule 411 under the Securities
Act of 1933. (File Nos. 33-45321 and 811-6553)
(2) For the two-month fiscal period ended February
29, 1996 (unaudited) - Strong Advantage Fund II, Strong Asset
Allocation Fund II, and Strong International Stock Fund II
(included in Part B).
Schedule of Investments in Securities
Statement of Operations
Statement of Assets and Liabilities
Statement of Changes in Net Assets
Notes to Financial Statements
Financial Highlights
Incorporated by reference to the Interim Financial Statements
included in Part B of Post-Effective Amendment No. 11 to the
Registrant's Registration Statement, pursuant to Rule 411
under the Securities Act of 1933. (File Nos. 33-45321 and
811-6553)
(3) For the five-month period ended June 30, 1996
(unaudited) - Strong Government Securities Fund II (included
in Part B).
Schedule of Investments in Securities
Statement of Operations
Statement of Assets and Liabilities
Statement of Changes in Net Assets
Notes to Financial Statements
Financial Highlights
Incorporated by reference to the Interim Financial Statements
included in Part B of Post-Effective Amendment No. 12 to the
Registrant's Registration Statement, pursuant to Rule 411
under the Securities Act of 1933. (File Nos. 33-45321 and
811-6553)
C-1
<PAGE> 13
(4) Strong Growth Fund II and Strong Short-Term Bond
Fund II.
Inapplicable.
(b) Exhibits
(1) Amended and Restated Articles of Incorporation
(1.1) Amendment to Articles of Incorporation
(1.2) Amendment to Articles of Incorporation
(2) Restated Bylaws
(3) Inapplicable
(4) Inapplicable
(5) Investment Advisory Agreement
(5.1) Schedule of Additional Funds (Strong Advantage
Fund II, Strong Asset Allocation Fund II, Strong Government
Securities Fund II, Strong Growth Fund II, and Strong
International Stock Fund II)
(5.2) Schedule of Additional Funds (Strong Short-Term
Bond Fund II)
(6) Distribution Agreement
(7) Inapplicable
(8) Custody Agreement with Firstar (Strong
Advantage Fund II, Strong Asset Allocation Fund II, Strong
Discovery Fund II, Strong Government Securities Fund II,
Strong Growth Fund II, and Strong Short-Term Bond Fund II)
(8.1) Custody Agreement with Brown Brothers Harriman &
Co. (Strong International Stock Fund II)
(8.1.1) Amendment to Custody Agreement with Brown Brothers Harriman
& Co. (Strong International Stock Fund II)
(8.2) Global Custody Agreement with Brown Brothers
Harriman & Co. (Strong Advantage Fund II, Strong Asset
Allocation Fund II, Strong Discovery Fund II, Strong Growth
Fund II, and Strong Short-Term Bond Fund II)
(9) Shareholder Servicing Agent Agreement
(10) Inapplicable
(11) Inapplicable
(12) Inapplicable
(13) Inapplicable
(14) Inapplicable
(15) Inapplicable
(16) Computation of Performance Figures
(17) Power of Attorney
(18) Inapplicable
(27) Financial Data Schedule
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 February 1, 1997
---------------------------- ------------------------
Common Stock, $.00001 par value:
Strong Advantage Fund II 5
Strong Asset Allocation Fund II 4
Strong Discovery Fund II 14
C-2
<PAGE> 14
Strong Government Securities Fund II 2
Strong Growth Fund II 2
Strong International Stock Fund II 7
Strong Short-Term Bond Fund II 1
Item 27. Indemnification
Officers and directors are insured under a joint errors and omissions
insurance policy underwritten by American International Group, First State
Insurance Company, Chubb Group, and Gulf Insurance Companies in the aggregate
amount of $40,000,000, subject to certain deductions. Pursuant to the
authority of the Wisconsin Business Corporation Law, 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 "Management" in the Prospectus and under
"Directors and Officers of the Corporation" and "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 Bond Fund, Inc.; Strong
International Stock Fund, Inc.; Strong Money Market Fund, Inc.; Strong
Municipal Bond Fund, Inc.; Strong Municipal Funds, Inc.; Strong Opportunity
Fund, Inc.; Strong Schafer Value Fund, Inc.; Strong Short-Term Bond Fund, Inc.;
Strong Short-Term Global Bond Fund, Inc.; Strong Short-Term Municipal Bond
Fund, Inc.; Strong Special Fund II, Inc.; and Strong Total Return Fund, Inc.
C-3
<PAGE> 15
(b) The information contained under "Management" in the Prospectus and
under "Directors and Officers of the Corporation" and "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
(a) Inapplicable.
(b) The Registrant undertakes to file a post-effective amendment, using
financial statements which need not be certified, within four to six months
from commencement of operations with respect to Strong Growth Fund II and
Strong Short-Term Bond Fund II.
(c) The Registrant undertakes to furnish to each person to whom a
prospectus is delivered, upon request and without charge, a copy of Strong
Discovery Fund II's, Strong Advantage Fund II's, Strong Asset Allocation Fund
II's, Strong Government Securities Fund II's, and Strong International Stock
Fund II's latest annual report to shareholders.
C-4
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
Village of Menomonee Falls, and State of Wisconsin on the 27th day of February,
1997.
STRONG VARIABLE INSURANCE FUNDS, INC.
(Registrant)
By: /s/ John Dragisic
------------------------
John Dragisic, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 13 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>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
President (Principal Executive
Officer and acting Principal
Financial and Accounting Officer)
/s/ John Dragisic and a Director February 27, 1997
- ---------------------
John Dragisic
/s/ Richard S. Strong Chairman of the Board and a Director February 27, 1997
- ---------------------
Richard S. Strong
Director February 27, 1997
- ---------------------
Marvin E. Nevins*
Director February 27, 1997
- ---------------------
Willie D. Davis*
Director February 27, 1997
- ---------------------
William F. Vogt*
Director February 27, 1997
- ---------------------
Stanley Kritzik*
</TABLE>
* Thomas P. Lemke signs this document pursuant to powers of attorney filed
with Post-Effective Amendment No. 7 to the Registration Statement of
Registrant filed with the SEC on or about April 21, 1995.
By: /s/ Thomas P. Lemke
---------------------
Thomas P. Lemke
Vice President
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
EDGAR
Exhibit No. Exhibit Exhibit No.
- ----------- ------- -----------
<S> <C> <C>
(1) Amended and Restated Articles of Incorporation EX-99.B1(1)
(1.1) Amendment to Articles of Incorporation EX-99.B1.1(2)
(1.2) Amendment to Articles of Incorporation EX-99.B1.2(4)
(2) Restated Bylaws EX-99.B2(3)
(3) Inapplicable
(4) Inapplicable
(5) Investment Advisory Agreement EX-99.B5(1)
(5.1) Schedule of Additional Funds (Strong Advantage Fund II, EX-99.B5.1(3)
Strong Asset Allocation Fund II, Strong Government
Securities Fund II, Strong Growth Fund II, and Strong
International Stock Fund II)
(5.2) Schedule of Additional Funds (Strong Short-Term Bond Fund II) EX-99.B5.2(4)
(6) Distribution Agreement EX-99.B6(3)
(7) Inapplicable
(8) Custody Agreement with Firstar (Strong Advantage Fund II, EX-99.B8(5)
Strong Asset Allocation Fund II, Strong Discovery Fund II,
Strong Government Securities Fund II, Strong Growth Fund II,
and Strong Short-Term Bond Fund II)
(8.1) Custody Agreement with Brown Brothers Harriman & Co. (Strong EX-99.B8.1(5)
International Stock Fund II)
(8.1.1) Amendment to Custody Agreement with Brown Brothers Harriman EX-99.B8.1.1(4)
& Co. (Strong International Stock Fund II)
(8.2) Global Custody Agreement with Brown Brothers Harriman & Co. EX-99.B8.2(5)
(Strong Advantage Fund II, Strong Asset Allocation Fund II,
Strong Discovery Fund II, Strong Growth Fund II, and Strong
Short-Term Bond Fund II)
(9) Shareholder Servicing Agent Agreement EX-99.B9(3)
(10) Inapplicable
(11) Inapplicable
(12) Inapplicable
(13) Inapplicable
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
<S> <C> <C>
(14) Inapplicable
(15) Inapplicable
(16) Computation of Performance Figures (Strong Discovery Fund EX-99.B16(4)
II, Strong Advantage Fund II, Strong Asset Allocation Fund
II, and Strong International Stock Fund II)
(17) Power of Attorney(1)
(18) Letter of Representation
(27) Financial Data Schedule EX-27.1 Discovery II
EX-27.2 International
Stock II
</TABLE>
- ------------------
(1) Incorporated herein by reference to Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A of Registrant filed on or about April
20, 1995.
(2) Incorporated herein by reference to Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A of Registrant filed on or about May 9,
1995.
(3) Incorporated herein by reference to Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A of Registrant filed on or about July
7, 1995.
(4) Incorporated herein by reference to Post-Effective Amendment No. 11 to
the Registration Statement on Form N-1A of Registrant filed on or about
April 23, 1996.
(5) Incorporated herein by reference to Post-Effective Amendment No. 13 to
the Registration Statement on Form N-1A of Registrant filed on or about
July 30, 1996.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000883644
<NAME> STRONG VARIABLE INSURANCE FUNDS, INC.
<SERIES>
<NUMBER> 3
<NAME> STRONG DISCOVERY FUND II
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 228369
<INVESTMENTS-AT-VALUE> 239546
<RECEIVABLES> 13500
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 253046
<PAYABLE-FOR-SECURITIES> 7434
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 565
<TOTAL-LIABILITIES> 7999
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 204656
<SHARES-COMMON-STOCK> 18233
<SHARES-COMMON-PRIOR> 11814
<ACCUMULATED-NII-CURRENT> (234)
<OVERDISTRIBUTION-NII> 3178
<ACCUMULATED-NET-GAINS> 28125
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 12500
<NET-ASSETS> 245047
<DIVIDEND-INCOME> 1134
<INTEREST-INCOME> 476
<OTHER-INCOME> 0
<EXPENSES-NET> (2197)
<NET-INVESTMENT-INCOME> (587)
<REALIZED-GAINS-CURRENT> 33875
<APPREC-INCREASE-CURRENT> 15183
<NET-CHANGE-FROM-OPS> 48471
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3178)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11517
<NUMBER-OF-SHARES-REDEEMED> (5338)
<SHARES-REINVESTED> 240
<NET-CHANGE-IN-ASSETS> 126120
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (2219)
<OVERDISTRIB-NII-PRIOR> 4473
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1677
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2197
<AVERAGE-NET-ASSETS> 167813
<PER-SHARE-NAV-BEGIN> 10.07
<PER-SHARE-NII> (0.03)
<PER-SHARE-GAIN-APPREC> 3.58
<PER-SHARE-DIVIDEND> (0.18)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.44
<EXPENSE-RATIO> 1.3
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000883644
<NAME> STRONG VARIABLE INSURANCE FUNDS, INC.
<SERIES>
<NUMBER> 4
<NAME> STRONG INTERNATIONAL STOCK FUND II
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> OCT-20-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 2106976
<INVESTMENTS-AT-VALUE> 2140177
<RECEIVABLES> 1751
<ASSETS-OTHER> 12095
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2154023
<PAYABLE-FOR-SECURITIES> 346317
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2693
<TOTAL-LIABILITIES> 349010
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1774607
<SHARES-COMMON-STOCK> 176563
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (884)
<OVERDISTRIBUTION-NII> (4928)
<ACCUMULATED-NET-GAINS> (1911)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 33201
<NET-ASSETS> 1805013
<DIVIDEND-INCOME> 2064
<INTEREST-INCOME> 4511
<OTHER-INCOME> 0
<EXPENSES-NET> (4361)
<NET-INVESTMENT-INCOME> 2214
<REALIZED-GAINS-CURRENT> 2133
<APPREC-INCREASE-CURRENT> 33201
<NET-CHANGE-FROM-OPS> 37548
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (7142)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 242355
<NUMBER-OF-SHARES-REDEEMED> (66492)
<SHARES-REINVESTED> 700
<NET-CHANGE-IN-ASSETS> 1805013
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2075
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4361
<AVERAGE-NET-ASSETS> 1121044
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.01
<PER-SHARE-GAIN-APPREC> 0.25
<PER-SHARE-DIVIDEND> (0.04)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.22
<EXPENSE-RATIO> 2.0<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Calculated on an annualized basis.
</FN>
</TABLE>
