INVESTOR CLASS SHARES
ADMINISTRATION AGREEMENT
THIS AGREEMENT is entered into as of this __th day of __________, 200_
between Strong Variable Insurance Funds, Inc., a Wisconsin
corporation (the "Corporation"), and Strong Investor Services, Inc., a
Wisconsin corporation ("SIS"), with respect to the shares of each of the Funds
(as defined below). All capitalized terms not defined herein shall have the
same meaning as in the Fund's current prospectus.
WITNESSETH
WHEREAS, the Corporation is an open-end management investment company
registered under the Investment Company Act of 1940 (the "1940 Act");
WHEREAS, the Corporation is authorized to create separate series, each
with its own separate investment portfolio, and the beneficial interest in each
such series will be represented by a separate series of shares (each series is
hereinafter individually referred to as a "Fund" and collectively, the "Funds");
WHEREAS, it is in the interest of the Corporation to make
administrative services available to shareholders of the Funds;
WHEREAS, SIS wishes to act as the administrator for the Funds to
perform certain administrative functions in connection with purchases and
redemptions of shares of the Funds ("Shares") and to provide related services to
shareholders in connection with their investments in the Funds; and
NOW, THEREFORE, the Corporation and SIS do mutually agree and promise
as follows:
1. APPOINTMENT. SIS hereby agrees to perform certain administrative
services for the Corporation with respect to the Funds listed on Schedule A
hereto, as such Schedule A may be amended from time to time, as hereinafter set
forth. SIS shall, for all purposes herein, be deemed to be an independent
contractor and unless otherwise expressly provided or authorized, shall have no
authority to act for or represent the Corporation in any way and shall not be
deemed an agent of the Corporation.
2. SERVICES TO BE PERFORMED.
2.1 SHAREHOLDER SERVICES. SIS shall be responsible for performing
or designating to a third party administrative and servicing functions, which
shall include without limitation:
(i) authorizing expenditures and approving bills for payment on behalf of
the Funds;
(ii) supervising preparation of the periodic updating of the Funds'
registration statements, including prospectuses and statements of additional
information, for the purpose of filings with the Securities and Exchange
Commission ("SEC") and state securities administrators and monitoring and
maintaining the effectiveness of such filings, as appropriate;
(iii) supervising preparation of shareholder reports, notices of dividends,
capital gains distributions and tax credits for the Funds' shareholders, and
attending to routine correspondence and other communications with individual
shareholders;
(iv) supervising the daily pricing of the Funds' investment portfolios and
the publication of the respective net asset values of the shares of each Fund,
earnings reports and other financial data;
(v) monitoring relationships with organizations providing services to the
Funds, including the Custodian, DST and printers;
(vi) supervising compliance by the Funds with recordkeeping requirements
under the 1940 Act and regulations thereunder, maintaining books and records for
the Funds (other than those maintained by the Custodian and the Funds' transfer
agent) and preparing and filing of tax reports other than the Funds' income tax
returns;
(vii) answering shareholder inquiries regarding account status and history,
the manner in which purchases and redemptions of the shares may be effected, and
certain other matters pertaining to the Funds;
(viii) assisting shareholders in designating and changing dividend options,
account designations and addresses;
(ix) providing necessary personnel and facilities to coordinate the
establishment and maintenance of shareholder accounts and records with the
Funds' transfer agent;
(x) transmitting shareholders' purchase and redemption orders to the Funds'
transfer agent;
(xi) arranging for the wiring or other transfer of funds to and from
shareholder accounts in connection with shareholder orders to purchase or redeem
shares;
(xii) verifying purchase and redemption orders, transfers among and changes
in shareholder-designated accounts; (xiii) informing the distributor of the
gross amount of purchase and redemption orders for shares; and
(xiv) providing such other related services as the Funds or a shareholder
may reasonably request, to the extent permitted by applicable law. SIS shall
provide all personnel and facilities necessary in order for it to perform the
functions contemplated by this paragraph with respect to shareholders.
2.2 STANDARD OF SERVICES. All services to be rendered by SIS
hereunder shall be performed in a professional, competent and timely manner
subject to the supervision of the Board of Directors of the Corporation on
behalf of the Funds. The details of the operating standards and procedures to be
followed by SIS in the performance of the services described above shall be
determined from time to time by agreement between SIS and the Corporation.
3. FEES. As full compensation for the services described in Section 2
hereof and expenses incurred by SIS, the Funds shall pay SIS a fee at an annual
rate, as specified in Schedule A, of each Fund's daily net asset value. This fee
will be computed daily and will be payable daily, or as otherwise agreed by the
Corporation and SIS. All rights of compensation for services performed up to the
termination of this Agreement in accordance with Section 13 hereof, shall
survive the termination of this Agreement.
4. INFORMATION PERTAINING TO THE SHARES. SIS and its officers,
employees and agents are not authorized to make any representations concerning
the Funds or the Shares except to communicate accurately to shareholders factual
information contained in the Funds' Prospectus and Statement of Additional
Information and objective historical performance information. SIS shall act as
agent for shareholders only in furnishing information regarding the Funds and
shall have no other authority to act as agent for the Funds.
During the term of this Agreement, the Funds agree to furnish SIS all
prospectuses, statements of additional information, proxy statements, reports to
shareholders, sales literature, or other material the Funds will distribute to
shareholders of the Funds or the public, which refer in any way to SIS as the
administrator of the Funds, and SIS agrees to furnish the Funds all material
prepared for shareholders, in each case prior to use thereof. The Funds shall
furnish or otherwise make available to SIS such other information relating to
the business affairs of the Funds as SIS may, from time to time, reasonably
request in order to discharge its obligations hereunder.
Nothing in this Section 4 shall be construed to make the Funds liable
for the use of any information about the Funds which is disseminated by SIS.
5. USE OF SIS' NAME. The Funds shall not use the name of SIS in any
prospectus, sales literature or other material relating to the Funds in a manner
not approved by SIS prior thereto; PROVIDED, HOWEVER, that the approval of SIS
shall not be required for any use of its name which merely refers in accurate
and factual terms to its appointment hereunder or which is required by the SEC
or any state securities authority or any other appropriate regulatory,
governmental or judicial authority; PROVIDED, FURTHER, that in no event shall
such approval be unreasonably withheld or delayed.
6. USE OF THE FUNDS' NAME. SIS shall not use the name of the Funds on
any checks, bank drafts, bank statements or forms for other than internal use in
a manner not approved by the Funds prior thereto; provided, HOWEVER, that the
approval of the Funds shall not be required for the use of the Funds' names in
connection with communications permitted by Sections 2 and 4 hereof or for any
use of the Funds' names which merely refer in accurate and factual terms to SIS'
role hereunder or which is required by the SEC or any state securities authority
or any other appropriate regulatory, governmental or judicial authority;
PROVIDED, FURTHER, that in no event shall such approval be unreasonably withheld
or delayed.
7. SECURITY. SIS represents and warrants that the various procedures
and systems which it has implemented with regard to safeguarding from loss or
damage attributable to fire, theft or any other cause any Fund's records and
other data and SIS' records, data, equipment, facilities and other property used
in the performance of its obligations hereunder are adequate and that it will
make such changes therein from time to time as in its judgment are required for
the secure performance of its obligations hereunder. The parties shall review
such systems and procedures on a periodic basis, and the Funds shall from time
to time specify the types of records and other data of the Funds to be
safeguarded in accordance with this Section 7.
8. COMPLIANCE WITH LAWS. SIS assumes no responsibilities under this
Agreement other than to render the services called for hereunder, on the terms
and conditions provided herein. SIS shall comply with all applicable federal and
state laws and regulations. SIS represents and warrants to the Funds that the
performance of all its obligations hereunder will comply with all applicable
laws and regulations, the provisions of its articles of incorporation and
by-laws and all material contractual obligations binding upon SIS. SIS
furthermore undertakes that it will promptly inform the Funds of any change in
applicable laws or regulations (or interpretations thereof) which would prevent
or impair full performance of any of its obligations hereunder.
9. FORCE MAJEURE. SIS shall not be liable or responsible for delays or
errors by reason of circumstances beyond its control, including, but not limited
to, acts of civil or military authority, national emergencies, labor
difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God,
insurrection, war, riots or failure of communication or power supply.
10. INDEMNIFICATION.
10.1 INDEMNIFICATION OF SIS. SIS, its directors, officers,
employees and agents shall not be liable for any error of judgment or mistake of
law or any loss suffered by the Funds in connection with the performance of its
obligations and duties under this Agreement, except a loss resulting from
willful misfeasance, bad faith, or gross negligence in the performance of such
obligations or duties or by reason of the reckless disregard thereof by SIS, its
directors, officers, employees and agents. The Funds will indemnify and hold
SIS, its directors, officers, employees and agents harmless, from all losses,
claims, damages, liabilities or expenses (including reasonable fees and
disbursements of counsel) from any losses, liabilities, damages, or expenses
(collectively, "Losses") resulting from any and all claims, demands, actions or
suits (collectively, "Claims") arising out of or in connection with actions or
omissions in the Funds including, but not limited to, any misstatements or
omissions in a prospectus, actions or inactions by the Funds or any of its
agents or contractors or the performance of SIS' obligations hereunder or
otherwise not resulting from the willful misfeasance, bad faith, or gross
negligence of SIS, its directors, officers, employees or agents, in the
performance of SIS' duties or from reckless disregard by SIS, its directors,
officers, employees or agents of SIS' obligations and duties under this
Agreement.
Notwithstanding anything herein to the contrary, the Funds
will indemnify and hold SIS harmless from any and all Losses (including
reasonable counsel fees and expenses) resulting from any Claims as a result of
SIS' acting in accordance with any received instructions from the Funds.
10.2 INDEMNIFICATION OF THE FUNDS. Without limiting the rights of
the Funds under applicable law, SIS will indemnify and hold the Funds
harmless from any and all Losses (including reasonable fees and disbursements of
counsel) from any Claims resulting from the willful misfeasance, bad faith, or
gross negligence of SIS, its directors, officers, employees or agents, in the
performance of SIS' duties or from reckless disregard by SIS, its directors,
officers, employees or agents of SIS' obligations and duties under this
Agreement.
10.3 SURVIVAL OF INDEMNITIES. The indemnities granted by the parties in
this Section 10 shall survive the termination of this Agreement.
11. INSURANCE. SIS shall maintain such reasonable insurance coverage as is
appropriate against any and all liabilities which may arise in connection
with the performance of its duties hereunder.
12. FURTHER ASSURANCES. Each party agrees to perform such further acts and
execute further documents as are necessary to effectuate the purposes
hereof.
13. TERMINATION. This Agreement shall continue in force and effect
until terminated or amended to such an extent that a new Agreement is deemed
advisable by either party. Notwithstanding anything herein to the contrary, this
Agreement may be terminated at any time, without payment of any penalty, by
either party upon ninety (90) days written notice to the other party.
14. NON-EXCLUSIVITY. Nothing in this Agreement shall limit or restrict
the right of SIS to engage in any other business or to render services of any
kind to any other corporation, firm, individual or association.
15. AMENDMENTS. This Agreement may be amended only by mutual written
consent of both parties.
16. NOTICE. Any notice that is required to be given by the parties to each
other under the terms of this Agreement shall be in writing, addressed and
delivered, or mailed post paid to the other party at the principal place of
business of such party.
17. CERTAIN RECORDS. Any records required to be maintained and
preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by SIS on behalf of the
Corporation are the property of the Corporation and will be surrendered promptly
to the Corporation on request.
18. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
19. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the State of
Wisconsin, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed as of the day and year first stated above.
Attest: Strong Investor Services, Inc.
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Vice President
Attest: Strong Variable Insurance Funds, Inc.
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Assistant Secretary
SCHEDULE A
The Funds of the Corporation currently subject to this Agreement are as follows:
Date of Addition
PORTFOLIO(S) ANNUAL RATE TO THIS AGREEMENT
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Attest: Strong Investor Services, Inc.
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Vice President
Attest: Strong Variable Insurance Funds, Inc.
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Assistant Secretary