UNITED STATES OF AMERICA 

Before the
 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 60667 / September 14, 2009 

ADMINISTRATIVE PROCEEDING 

FILE NO. 3-11498 

In the Matter of 

Strong Capital Management, Inc., 

Strong Investor Services, Inc., 

Strong Investments, Inc., Richard S. 

Strong, Thomas A. Hooker, Jr. and 

Anthony J. D’Amato 

ORDER APPROVING DISTRIBUTION 

PLAN, APPOINTING AN 

ADMINISTRATOR, AND WAIVING 

BOND 

On May 20, 2004, in the above-captioned matter, the Securities and Exchange 

Commission (“Commission”) issued an Order Instituting Administrative and Cease-and 

Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and Cease-andDesist 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 Release No. 49741). The Order directed 

Respondents Strong Capital Management, Inc. (“SCM”), Richard S. Strong, and Anthony 

D'Amato to pay a total of $140,750,000 in disgorgement and civil penalties, which was 

placed in a Fair Fund authorized by the Commission pursuant to Section 308(a) of the 

Sarbanes-Oxley Act of 2002. The Order further directed that SCM retain an IDC to 

“develop a Distribution Plan for the distribution of all of the disgorgement and penalties 

provided for in the Order, and any interest or earnings thereon, according to a 

methodology developed in consultation with SCM and acceptable to the staff of the 

Commission and the independent directors of the investment company.” SCM retained 

Professor Michael R. Gibbons to serve as the IDC. As required by the Order, Professor 

Gibbons submitted a proposed plan of distribution (“Distribution Plan”) for the 

distribution of the $140,750,000, plus accumulated interest, to the Division of 

Enforcement, which submitted the plan to the Commission. 

On June 30, 2009, the Commission published a “Notice of Proposed Distribution 

Plan and Opportunity for Comment” (“Notice”) (Securities Exchange Act Release No. 

60406) in connection with this proceeding pursuant to Rule 1103 of the Commission’s 

Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1103. This Notice advised 

interested parties that they could obtain a copy of the Distribution Plan from the 

Commission’s public website or by submitting a written request to Kara M. Washington 
in the Commission’s Chicago Regional Office. The Notice also advised that all persons 

desiring to comment on the Distribution Plan could submit their views to the Office of 

the Secretary, United States Securities and Exchange Commission, 100 F Street, N.E., 

Washington, DC 20549-1090; use the Commission’s Internet comment form 

(http://www.sec.gov/litigation/admin.shtml); or send an e-mail to rulecomments@sec.gov no later than August 31, 2009. The Commission received no 

substantive comments on the Distribution Plan. 

As proposed in the Distribution Plan, eligible investors will receive a share of the 

Fair Fund as calculated by the IDC. The Distribution Plan describes the procedures that 

will be used to calculate the total amounts to be paid to eligible investors and distribute 

those amounts 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. 

The Division of Enforcement proposes that the Commission: 

(1) approve the Distribution Plan submitted by the IDC as written; 

(2) appoint PNC Global Investment Servicing, a wholly-owned subsidiary 

of the PNC Financial Services Group, as the Fund Administrator as proposed by 

the Distribution Plan; and 

(3) waive the bond requirement of the Fund Administrator for the good 

cause shown in the Distribution Plan. 

Accordingly, pursuant to Rule 1104 of the Commission’s Rules on Fair Fund and 

Disgorgement Plans, 17 C.F.R. § 201.1104, IT IS HEREBY ORDERED that the 

Distribution Plan is approved. 

IT IS FURTHER ORDERED, pursuant to Rules 1105(a) and (c) of the 

Commission’s Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1105, that 

PNC Global Investment Servicing is appointed as the Fund Administrator in accordance 

with the terms of the Distribution Plan and that the bond requirement is waived for good 

cause shown. 

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

 Elizabeth M. Murphy 

 Secretary 

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