Agreement and Plan of Reorganization:
On August 8, 2002, Strong Equity Funds, Inc., on behalf of Strong Advisor Large
Company Core Fund and Strong Large Company Growth Fund, and Advisors Series
Trust ("AST"), a Delaware business trust, on behalf of the Rockhaven Fund and
Rockhaven Premier Dividend Fund, approved an Agreement and Plan of
Reorganization ("the Agreement") providing for the transfer of substantially all
of the assets and liabilities of each Rockhaven Fund to a corresponding Strong
Fund in exchange for shares of such Strong Fund in a tax-free reorganization. At
a special meeting of shareholders of the Rockhaven Funds held on August 30,
2002, the shareholders voted to approve the agreement. The results of the
shareholder meeting are in attachment 77.(C).
Effective September 16, 2002, Strong Advisor Large Company Core Fund (a newly
created series) acquired, through a non-taxable exchange, substantially all of
the net assets of Rockhaven Fund. Strong Advisor Large Company Core Fund issued
746,189 shares, valued at $6,521,833. The net assets of Rockhaven Fund included
net unrealized depreciation of $269,142. Strong Capital Management, Inc.
continued as the investment advisor.
Effective September 16, 2002, Strong Large Company Growth Fund (a newly created
series) acquired, through a non-taxable exchange, substantially all of the net
assets of Rockhaven Premier Dividend Fund. Strong Large Company Growth Fund
issued 1,979,821 shares, valued at $21,712,756. The net assets of Rockhaven
Premier Dividend Fund included net unrealized depreciation of $1,466,827. Strong
Capital Management, Inc. continued as the investment advisor.
