UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 34-60406 / July 30, 2009

Administrative Proceeding File No. 3-11498

Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange Commission's ("Commission") Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted to the Commission a proposed plan ("Distribution Plan") for the distribution of monies placed into a Fair Fund in the above-captioned matter. On May 20, 2004, in the above-captioned matter, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and Cease-and-Desist Orders Pursuant to Sections 15(b)(4), 15(b)(6), 15B(c)(4), 17A(c)(3) and 17A(c)(4)(C) of the Securities Exchange Act of 1934, Sections 203(e), 203(f), and 203(k) of the Investment Advisers Act of 1940, and Sections 9(b) and 9(f) of the Investment Company Act of 1940 ("Order") (Securities Exchange Act of 1934 Release No. 49741). On September 29, 2005, the Commission issued an Order Creating a Fair Fund, which established the Fair Fund at issue.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested parties are advised that they may print a copy of the proposed Distribution Plan from the Commission's public website, www.sec.gov. Interested parties may also obtain a written copy of the proposed Distribution Plan by submitting a written request to Kara M. Washington, United States Securities and Exchange Commission, 175 West Jackson Boulevard, Suite 900, Chicago, Illinois 60604. All persons who desire to comment on the Distribution Plan may submit their comments, in writing, no later than August 31, 2009:

to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549-1090;

• by using the Commission's Internet comment form (http://www.sec.gov/litigation/admin.shtml); or

• by sending an e-mail to rule-comments@sec.gov.

• Please include the appropriate Administrative Proceeding File Number (3-11498) on the subject line. Comments received will be publicly available. Persons should submit only information that they wish to make publicly available.

THE DISTRIBUTION PLAN

The Distribution Plan provides for distribution of the Fair Fund established in this matter, which contains $140,750,000 in disgorgement and civil penalties paid by Respondents Strong Capital Management, Inc. ("SCM"), Richard S. Strong, and Anthony D'Amato, plus accumulated interest, to eligible investors. Eligible investors are those investors who held shares in the following 24 mutual funds during various periods, as described in the Distribution Plan, from 1998 through 2003: Small Company Value; All Cap Value; Large Cap Growth; Opportunity; Government Securities; Discovery; International Stock; Asia Pacific; Growth; Small Cap; Multi Cap Growth; Growth 20; Balanced Asset; Dow 30 Value; Large Cap Core; Overseas; Enterprise; Mid Cap Disciplined; U.S. Emerging Growth; Technology 100; Advisor U.S. Value; Advisor Mid Cap Growth; Advisor Small Cap Value; and High-Yield Bond. As proposed in the Distribution Plan, if approved, eligible investors will receive a share of the Fair Fund as calculated by the Independent Distribution Consultant retained by SCM. The calculation will be based on records obtained from SCM and certain other entities that are shareholders of record. Accordingly, eligible investors do not need to submit a claim in order to be considered for a distribution, and no claims procedure will be implemented.

For the Commission, by its Secretary, pursuant to delegated authority.

See also Proposed Distribution Plan

http://www.sec.gov/litigation/admin/2009/34-60406.htm