As filed with the Securities and Exchange Commission on or about November 27,
1995
Securities Act Registration No. 33- 59361
Investment Company Act Registration No. 811- 7285
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. 2 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 4 [X]
(Check appropriate box or boxes)
STRONG HERITAGE RESERVE SERIES, INC.
(Exact Name of Registrant as Specified in Charter)
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (414) 359-3400
Thomas P. Lemke
Strong Capital Management, Inc.
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
(Name and Address of Agent for Service)
Copies to:
Scott A. Moehrke
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
In accordance with Rule 24f-2(a)(1) under the Investment Company Act of 1940,
Registrant has previously elected to register an indefinite number of shares
of its common stock, $.00001 par value.
It is proposed that this filing will become effective (check appropriate box).
[X] 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
[ ] 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.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
Being Being Price Per Offering Registration
Offered Registered Share (1) Price Fee
- - ------------------------------------------------------------------------
Strong $290,000,493 $1 $290,000,493 $100,000
Heritage
Money Fund-
Common Stock
(1) Computed under Rule 457(d) on the basis of the offering price per share at
the close of business on November 27, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant hereby certifies that this Post-Effective
Amendment No. 2 meets all the requirements for effectiveness pursuant to
paragraph (b) of Rule 485 under the Securities Act of 1933, as amended, and
that it has duly caused this Post-Effective Amendment No. 2 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 November, 1995.
STRONG HERITAGE RESERVE SERIES, INC.
(Registrant)
BY: /s/ John Dragisic
------------------------
John Dragisic, President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 2 to the Registration Statement on Form N-1A has been signed
below by the following persons in the capacities and on the date indicated.
Name Title Date
/s/ John Dragisic President (Principal Executive November 27, 1995
- - --------------------- Officer) and a Director
John Dragisic
/s/ Ronald A. Neville Treasurer (Principal Financial November 27, 1995
- - --------------------- and Accounting Officer)
Ronald A. Neville
/s/ Richard S. Strong Chairman of the Board and a November 27, 1995
- - --------------------- Director
Richard S. Strong
/s/ Marvin E. Nevins Director November 27, 1995
- - ---------------------
Marvin E. Nevins*
/s/ Willie D. Davis Director November 27, 1995
- - ---------------------
Willie D. Davis*
/s/ William F. Vogt Director November 27, 1995
- - ---------------------
William F. Vogt*
/s/ Stanley Kritzik Director November 27, 1995
- - ---------------------
Stanley Kritzik*
* Thomas P. Lemke signs this document pursuant to powers of attorney filed
with the Registration Statement of Registrant filed on or about May 16, 1995.
By: /s/ Thomas P. Lemke
-----------------------
Thomas P. Lemke
EXHIBIT INDEX
EDGAR
Exhibit No. Exhibit Exhibit No.
- - ----------- ------- -----------
(1) Amended and Restated Articles ofIncorporation EX-99.B1(1)
(2) Bylaws EX-99.B2(2)
(3) Inapplicable
(4) Specimen Stock Certificate EX-99.B4(2)
(5) Investment Advisory Agreement EX-99.B5(3)
(6) Distribution Agreement EX-99.B6(2)
(7) Inapplicable
(8) Custody Agreement EX-99.B8(2)
(9) Shareholder Servicing Agent Agreement EX-99.B9(2)
(10) Opinion of Counsel EX-99.B10
(11) Inapplicable
(12) Inapplicable
(13) Subscription Agreement EX-99.B13(2)
(14.1) Amended Prototype Defined Contribution Retire- EX-99.B14.1(2)
ment Plan with Standardized Adoption Agreements
(14.2) Amended Individual Retirement Custodial Account EX-99.B14.2(2)
(14.3) Amended Section 403(b)(7) Retirement Plan EX-99.B14.3(2)
(15) Inapplicable
(16) Inapplicable
(17) Inapplicable
(18) Power of Attorney EX-99.B18(1)
- - ------------------
(1) Incorporated herein by reference to the Registration Statement on Form N-1A
of Registrant filed on or about May 16, 1995.
(2) Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A of Registrant filed on or about June 23,
1995.
(3) Incorporated herein by reference to Pre-Effective Amendment No. 2 to the
Registration Statement on Form N-1A of Registrant filed on or about June 29,
1995.
ANN E. OGLANIAN
Attorney-at-Law
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
November 27, 1995
Strong Heritage Reserve Series, Inc.
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
Dear Sir or Madam:
Reference is made to Post-Effective Amendment No. 2 to the Registration
Statement under the Securities Act of 1933 (the "1933 Act") and the
Investment Company Act of 1940 (the "1940 Act") on Form N-1A (the "Post-
Effective Amendment") to be filed by you with the Securities and Exchange
Commission. Reference is also made to the 290,000,493 shares (the "Shares")
specified in said Post-Effective Amendment. I have examined such documents,
certificates, and opinions and have made such investigations as I have
deemed necessary for the purposes of this opinion.
It is my opinion that the Shares were legally issued, fully paid, and
non-assessable, except to the extent provided in Section 180.0622(2)(b)
of the Wisconsin Statutes, or any successor provision, which provides
that shareholders of a corporation organized under Chapter 180 of the
Wisconsin Statutes may be assessed up to the par value of their shares
to satisfy the obligations of such corporation to its employees for
services rendered, but not exceeding six months service in the case of
any individual employee. I consent to the use of this opinion as an
exhibit in the Post-Effective Amendment.
You have advised us that you have elected to comply with the provisions
of Rule 485 under the 1933 Act. We understand that the Post-Effective
Amendment is for the sole purpose of increasing the number or amount of
securities proposed to be offered pursuant to Section 24(e) of the 1940
Act.
Based upon the foregoing, we hereby advise you that the Post-Effective
Amendment does not include disclosure which we believe would render it
ineligible to become effective pursuant to paragraph (b) of Rule 485.
Sincerely,
/s/ Ann E. Oglanian
Ann E. Oglanian, Esq.
