UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 65023 / August 3, 2011

ADMINISTRATIVE PROCEEDING
File No. 3-12448

In the Matter of

STRONG CAPITAL MANAGEMENT, INC.,

Respondent.

NOTICE OF PROPOSED PLAN OF DISTRIBUTION AND OPPORTUNITY FOR COMMENT

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 for the distribution of the Fair Fund in this matter ("Distribution Plan").

On September 29, 2006, the Commission issued an Order instituting settled administrative and cease-and-desist proceedings against Strong Capital Management, Inc. ("Respondent") in this matter (the "Order"). Pursuant to the Order, a Fair Fund was established, comprised of disgorgement, prejudgment interest and penalties paid by the Respondent, for distribution to investors in the Strong High-Yield Municipal Bond Fund ("HYMBF") affected by misconduct involving certain disclosures concerning forbearance agreements in the HYMBF's 2002 and 2003 annual and semiannual reports to shareholders.

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, http://www.sec.gov/index.htm. Interested parties may also obtain a written copy of the proposed Distribution Plan by submitting a written request to James Davidson, Assistant Regional Director, United States Securities and Exchange Commission, 175 West Jackson Boulevard, Suite 900, Chicago, IL 60604. All persons who desire to comment on the Distribution Plan may submit their comments, in writing, no later than 30 days from the date of this Notice:

  1. by sending a letter to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549-2090;

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

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

Comments submitted by e-mail or via the Commission's website should include "Administrative Proceeding File Number 3-12448" on the subject line. Comments received will be publicly available. Persons should submit only information that they wish to make publicly available.

DISTRIBUTION PLAN

The Fair Fund is comprised of $2,185,927.60 in disgorgement, prejudgment interest and penalties paid by the Respondent, plus accumulated interest, less any federal, state, or local taxes on the interest. The Distribution Plan provides for the distribution of the Fair Fund on a pro rata basis to shareholders of the HYMBF according to the following schedule: 25% to shareholders who owned shares in the HYMBF as of December 31, 2002, 50% to shareholders who owned shares in the HYMBF as of December 31, 2003, and 25% to shareholders who owned shares in the HYMBF as of June 30, 2004. As proposed in the Distribution Plan, if approved, Eligible Recipients will be all direct retail shareholders, transparent intermediary accounts, and omnibus accounts that held shares in the HYMBF on December 31, 2002, December 31, 2003, and June 30, 2004. Each Eligible Recipient's pro rata allocation for each of the three applicable dates will be added together to determine the total amount of the distribution that will be paid to each Eligible Recipient. Eligible Recipients will not need to go through a claims process, rather they will be determined from Respondent's records. Eligible Recipients will not be required to make claims or submit documentation to establish their eligibility.

By the Commission.

Elizabeth M. Murphy
Secretary

Note: See also the Proposed Plan of Distribution