AMENDED AND RESTATED
SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into as of March 22, 2002, and as
amended and restated as of July 31, 2002, between STRONG CAPITAL MANAGEMENT,
INC. (the "Adviser"), a Wisconsin corporation registered under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and NEXT CENTURY GROWTH
INVESTORS, LLC (the "Subadviser"), a Delaware limited liability company
registered under the Advisers Act.
WITNESSETH:
WHEREAS, Strong Advisor U.S. Small/Mid Cap Growth Fund (the "Fund"), a
series of the Strong Opportunity Fund, Inc., a Wisconsin corporation, is
registered with the U.S. Securities and Exchange Commission (the "Commission")
as a series fund of an open-end management investment company under the
Investment Company Act of 1940, as amended (the "Investment Company Act");
WHEREAS, the Advisory Agreement permits the Adviser to delegate certain of
its duties under the Advisory Agreement to other investment advisers, subject to
the requirements of the Investment Company Act; and
WHEREAS, the Adviser desires to retain the Subadviser as subadviser for the
Fund to act as investment adviser for and to manage the Fund's Investments (as
defined below) and the Subadviser desires to render such services.
NOW, THEREFORE, the Adviser and Subadviser do mutually agree and promise as
follows:
1. APPOINTMENT AS SUBADVISER. The Adviser hereby retains the Subadviser to
act as investment adviser for and to manage certain assets of the Fund subject
to the supervision of the Adviser and the Board of Directors of the Fund and
subject to the terms of this Agreement; and the Subadviser hereby accepts such
employment. In such capacity, the Subadviser shall be responsible for the Fund's
investments.
2. DUTIES OF SUBADVISER.
(a) INVESTMENTS. The Subadviser is hereby authorized and directed and
hereby agrees, subject to the stated investment policies and restrictions
of the Fund as set forth in the Fund's current prospectus and statement of
additional information as currently in effect and as supplemented or
amended from time to time (collectively referred to hereinafter as the
"Prospectus") and subject to the directions of the Adviser and the Fund's
Board of Directors, to purchase, hold and sell investments for the account
of the Fund (hereinafter "Investments") and to monitor on a continuous
basis the performance of such Investments.
(b) ALLOCATION OF BROKERAGE. The Subadviser is authorized, subject to
the supervision of the Adviser and the Board of Directors of the Fund, to
place orders for the purchase and sale of the Fund's Investments with or
through such persons, brokers or dealers, and to negotiate commissions to
be paid on such transactions in accordance with the Fund's policy with
respect to brokerage as set forth in the Prospectus. The Subadviser may, on
behalf of the Fund, pay brokerage commissions to a broker which provides
brokerage and research services to the Subadviser in excess of the amount
another broker would have charged for effecting the transaction, provided
(i) the Subadviser determines in good faith that the amount is reasonable
in relation to the value of the brokerage and research services provided by
the executing broker in terms of the particular transaction or in terms of
the Subadviser's overall responsibilities with respect to the Fund and the
accounts as to which the Subadviser exercises investment discretion, (ii)
such payment is made in compliance with Section 28(e) of the Securities
Exchange Act of 1934, as amended, and any other applicable laws and
regulations, and (iii) in the opinion of the Subadviser, the total
commissions paid by the Fund will be reasonable in relation to the benefits
to the Fund over the long term. It is recognized that the services provided
by such brokers may be useful to the Subadviser in connection with the
Subadviser's services to other clients. On occasions when the Subadviser
deems the purchase or sale of a security to be in the best interests of the
Fund as well as other clients of the Subadviser, the Subadviser, to the
extent permitted by applicable laws and regulations, may, but shall be
under no obligation to, aggregate the securities to be sold or purchased in
order to obtain the most favorable price or lower brokerage commissions and
efficient execution. In such event, allocation of securities so sold or
purchased, as well as the expenses incurred in the transaction, will be
made by the Subadviser in the manner the Subadviser considers to be the
most equitable and consistent with its fiduciary obligations to the Fund
and to such other clients.
(c) SECURITIES TRANSACTIONS. The Subadviser and any affiliated person
of the Subadviser will not purchase securities or other instruments from or
sell securities or other instruments to the Fund; PROVIDED, HOWEVER, the
Subadviser may purchase securities or other instruments from or sell
securities or other instruments to the Fund if such transaction is
permissible under applicable laws and regulations, including, without
limitation, the Investment Company Act and the Advisers Act and the rules
and regulations promulgated thereunder.
The Subadviser agrees to observe and comply with Rule 17j-1 under the
Investment Company Act and the Fund's Code of Ethics, as the same may be
amended from time to time (or, in the case of the Fund's Code of Ethics, to
adopt or have adopted a Code of Ethics that complies in all material
respects with the requirements of the Fund's Code of Ethics). The
Subadviser will make available to the Adviser or the Fund at any time upon
request, including facsimile without delay, during any business day any
reports required to be made by the Subadviser pursuant to Rule 17j-1 under
the Investment Company Act.
(d) BOOKS AND RECORDS. The Subadviser will maintain all books and
records required to be maintained pursuant to the Investment Company Act
and the rules and regulations promulgated thereunder with respect to
transactions made by it on behalf of the Fund including, without
limitation, the books and records required by Subsections (b)(1), (5), (6),
(7), (9), (10) and (11) and Subsection (f) of Rule 31a-1 under the
Investment Company Act and shall timely furnish to the Adviser all
information relating to the Subadviser's services hereunder needed by the
Adviser to keep such other books and records of the Fund required by Rule
31a-1 under the Investment Company Act. The Subadviser will also preserve
all such books and records for the periods prescribed in Rule 31a-2 under
the Investment Company Act, and agrees that such books and records shall
remain the sole property of the Fund and shall be immediately surrendered
to the Fund upon request. The Subadviser further agrees that all books and
records maintained hereunder shall be made available to the Fund or the
Adviser at any time upon request, including facsimile without delay, during
any business day.
(e) INFORMATION CONCERNING INVESTMENTS AND SUBADVISER. From time to
time as the Adviser or the Fund may request, the Subadviser will furnish
the requesting party reports on portfolio transactions and reports on
Investments held in the portfolio, all in such detail as the Adviser or the
Fund may request. The Subadviser will also provide the Fund and the Adviser
on a regular basis with economic and investment analyses and reports or
other investment services normally available to institutional or other
clients of the Subadviser.
The Subadviser will make available its officers and employees to meet
with the Fund's Board of Directors at the Fund's principal place of
business on due notice to review the Investments of the Fund (through
quarterly in-person presentations). The Subadviser further agrees to inform
the Fund and the Adviser on a current basis of changes in investment
strategy, tactics or key personnel.
The Subadviser will also provide such information or perform such
additional acts as are customarily performed by a subadviser and may be
required for the Fund or the Adviser to comply with their respective
obligations under applicable laws, including, without limitation, the
Internal Revenue Code of 1986, as amended (the "Code"), the Investment
Company Act, the Advisers Act, the Securities Act of 1933, as amended (the
"Securities Act") and any state securities laws, and any rule or regulation
thereunder.
(f) CUSTODY ARRANGEMENTS. The Subadviser acknowledges receipt of the
Custodian and Remote Access Agreement for the Fund and agrees to comply at
all times with all requirements relating to such arrangements to the extent
applicable to the performance of the Subadviser's obligations under this
Agreement. The Subadviser shall provide the Adviser, and the Adviser shall
provide the Fund's custodian on each business day with information relating
to all transactions concerning the Fund's assets.
(g) ADVISER REPRESENTATIVES. The Subadviser shall include at least two
representatives of the Adviser, as specified by the Adviser, in the list of
individuals authorized to give directions (without restrictions of any
kind) to brokers and dealers utilized by the Subadviser to execute
portfolio transactions for the Fund and custodians or depositories that
hold securities or other assets of the Fund at any time. Subadviser shall
have no liability or responsibility for the actions of such representatives
of the Adviser. For so long as this Agreement is in effect, the Adviser
will not issue any instructions under this provision without prior notice
to the Subadviser.
(h) COMPLIANCE WITH APPLICABLE LAWS AND GOVERNING DOCUMENTS. The
Subadviser agrees that in all matters relating to its performance under
this Agreement, the Subadviser and its directors, officers, partners,
employees and interested persons, will act in accordance with all
applicable laws, including, without limitation, the Investment Company Act,
the Advisers Act, the Code, the Commodity Exchange Act, as amended (the
"CEA") and state securities laws, and any rules and regulations promulgated
thereunder. The Subadviser further agrees to act in accordance with the
Fund's Articles of Incorporation, By-Laws, currently effective registration
statement under the Investment Company Act, including any amendments or
supplements thereto, and Notice of Eligibility under Rule 4.5 of the CEA,
if applicable, (collectively, "Governing Instruments and Regulatory
Filings") and any instructions or directions of the Fund, its Board of
Directors or the Adviser.
The Subadviser acknowledges receipt of the Fund's Governing
Instruments and Regulatory Filings. The Adviser hereby agrees to provide to
the Subadviser any amendments, supplements or other changes to the
Governing Instruments and Regulatory Filings as soon as practicable after
such materials become available and, upon receipt by the Subadviser, the
Subadviser will act in accordance with such amended, supplemented or
otherwise changed Governing Instruments and Regulatory Filings.
(i) FUND'S NAME; ADVISER'S NAME. The Subadviser agrees that it shall
have no rights of any kind relating to the Fund's name, "Strong Advisor
U.S. Small/Mid Cap Growth Fund" or in the name "Strong" as it is used in
connection with investment products, services or otherwise, and that it
shall make no use of such names without the express written consent of the
Fund or the Adviser, as the case may be.
(j) VOTING OF PROXIES. Unless the Subadviser directs otherwise, the
Subadviser directs the Adviser to vote, in accordance with the Adviser's
Proxy Voting Policies in effect from time to time, such proxies as may be
necessary or advisable in connection with the any matters submitted to a
vote of shareholders of securities held by the Fund.
3. SERVICES EXCLUSIVE.
(a) EXCLUSIVE INVESTMENT ADVICE. Except as provided in Subsection (b)
of this Section 3 or as otherwise agreed to in writing by the Adviser,
during the term of this Agreement, as provided in Section 14 hereof, and
for a period of two (2) years after the date the Subadviser gives notice to
the Adviser of its intention to terminate this Agreement or six (6) months
after the date the Adviser gives notice to the Subadviser of its intention
to terminate this Agreement, the Subadviser (which for purposes of this
Section 3 shall also include any successors to the Subadviser), and any
person or entity controlled by, or under common control with, the
Subadviser, shall not act as investment adviser or subadviser, or otherwise
render investment advice to, or sponsor, promote or distribute, any
investment company or comparable entity registered under the Investment
Company Act or other investment fund consisting of more than 100 investors
that is offered publicly but is not subject to the registration
requirements of the Investment Company Act that is substantially similar to
the Fund.
(b) EXCEPTIONS. The Subadviser may, except as provided in Subsection
(a) of this Section 3, act as investment adviser for non-investment company
clients; PROVIDED, HOWEVER, that such services for others shall not in any
way hinder, impair, preclude or prevent the Subadviser from performing its
duties and obligations under this Agreement and that whenever the Fund and
one or more other accounts advised by the Subadviser have available funds
for investment, investments suitable and appropriate for each will be
allocated in accordance with procedures that are equitable for each
account. Similarly, opportunities to sell securities will be allocated in
an equitable manner.
4. NON-COMPETITION. The Subadviser and any person or entity controlled by
the Subadviser will not in any manner sponsor, promote or distribute any new
investment product or service substantially similar to the Fund, as such phrase
is used in Section 3 hereof, for the period that the Subadviser is required to
provide exclusive services to the Fund pursuant to Section 3 hereof, without the
prior written consent of the Adviser. In addition, the Subadviser and any person
or entity controlled by the Subadviser will not in any manner sponsor, promote
or distribute any other mutual funds that compete with other Funds in the Strong
Family of Funds for the period of this Agreement, without the prior written
consent of the Adviser.
5. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the
Subadviser is and shall be an independent contractor and unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Fund or the Adviser in any way or
otherwise be deemed an agent of the Fund or the Adviser.
6. COMPENSATION. The Adviser shall pay to the Subadviser a fee for its
services hereunder (the "Subadvisory Fee") computed as follows, based on the net
asset value of the Fund:
(a) FEE RATE. The Subadvisory Fee shall be calculated as a percentage
rate of net advisory fees paid to the Advisor, as set forth on Schedule A,
minus 50% of any payments the Advisor is obligated to make to third party
financial intermediaries for the various administrative services such third
party intermediaries provide for Fund shareholders who invest through them.
Subadviser acknowledges and agrees that the Adviser may waive all or any
portion of its management fee at such times and for such periods of time as
it determines in its sole and absolute discretion. In the event of a full
waiver, the Subadvisory Fee shall be zero. In the event of a partial
waiver, the Subadvisory Fee shall be reduced pro rata.
(b) MOST FAVORED CLIENT COMPENSATION DISCLOSURE. In the event the
Subadviser charges any of its similarly situated advisory clients on a more
favorable compensation basis, the Subadviser shall immediately notify and
fully disclose to the Adviser the nature and exact terms of such
arrangement.
(c) METHOD OF COMPUTATION; PAYMENT. The Subadvisory Fee shall be
accrued for each calendar day the Subadviser renders subadvisory services
hereunder and the sum of the daily fee accruals shall be paid monthly to
the Subadviser as soon as practicable following the last day of each month,
by wire transfer if so requested by the Subadviser, but no later than eight
(8) calendar days thereafter. The daily fee accruals will be computed by
multiplying the fraction of one (1) over the number of calendar days in the
year by the annual rate as described in Subsection (a) of this Section 6
and multiplying the product by the net asset value of the Fund as
determined in accordance with the Prospectus as of the close of business on
the previous business day on which the Fund was open for business. The
Subadvisory Fee will reflect any waivers by the Adviser as described in
Subsection (a) of this Section 6.
7. COMMISSIONS. The Adviser understands that the Subadviser may, in the
future, act as executing and clearing broker in connection with the transactions
effected by the Fund and that the Subadviser will be paid commissions by the
Fund in connection therewith in accordance with all applicable laws, including,
but not limited to Rule 17e-1 promulgated under the Investment Company Act.
8. EXPENSES. The Subadviser shall bear all expenses incurred by it in
connection with its services under this Agreement and will, from time to time,
at its sole expense employ or associate itself with such persons as it believes
to be particularly fitted to assist it in the execution of its duties hereunder.
9. REPRESENTATIONS AND WARRANTIES OF SUBADVISER. The Subadviser represents
and warrants to the Adviser and the Fund as follows:
(a) The Subadviser is registered as an investment adviser under the
Advisers Act;
(b) The Subadviser has filed a notice of exemption pursuant to Rule
4.14 under the CEA with the Commodity Futures Trading Commission (the
"CFTC") and the National Futures Association (the "NFA"), if applicable;
(c) The Subadviser is a corporation duly organized and validly
existing under the laws of the State of Delaware with the power to own and
possess its assets and carry on its business as it is now being conducted;
(d) The execution, delivery and performance by the Subadviser of this
Agreement are within the Subadviser's powers and have been duly authorized
by all necessary action on the part of its shareholders, and no action by
or in respect of, or filing with, any governmental body, agency or official
is required on the part of the Subadviser for the execution, delivery and
performance by the Subadviser of this Agreement, and the execution,
delivery and performance by the Subadviser of this Agreement do not
contravene or constitute a default under (i) any provision of applicable
law, rule or regulation, (ii) the Subadviser's governing instruments, or
(iii) any agreement, judgment, injunction, order, decree or other
instrument binding upon the Subadviser;
(e) This Agreement is a valid and binding agreement of the Subadviser;
(f) The Subadviser and any affiliated person of the Subadviser have
not:
(i) within 10 years from the date hereof been convicted of any
felony or misdemeanor involving the purchase or sale of any securities
or arising out of the conduct as an underwriter, broker, dealer,
investment adviser, municipal securities dealer, government securities
broker, government securities dealer, transfer agent, or entity or
person required to be registered under the CEA, or as an affiliated
person, salesman, or employee of any investment company, bank,
insurance company, or entity or person required to be registered under
the CEA; or
(ii) by reason of any misconduct, been permanently or temporarily
enjoined by an order, judgment or decree of any court of competent
jurisdiction or other governmental authority from acting as an
underwriter, broker, dealer, investment adviser, municipal securities
dealer, government securities broker, government securities dealer,
transfer agent, or entity or person required to be registered under
the CEA, or an affiliated person, salesman, or employee of any
investment company, bank, insurance company, or entity or person
required to be registered under the CEA or from engaging in or
continuing any conduct or practice in connection with any such
activity or in connection with the purchase or sale of any security;
or
(iii) been a party to litigation or other adversarial proceedings
involving any former or current client that is material to the
Subadviser's business;
(g) The Form ADV of the Subadviser attached hereto as Exhibit A is a
true and complete copy of the form filed with the Commission and the
information contained therein is accurate and complete in all material
respects and does not omit to state any material fact necessary in order to
make the statements made, in light of the circumstances under which they
were made, not misleading;
(h) The Subadviser's unaudited balance sheet dated September 30, 2001
attached hereto as Exhibit B is a true and complete copy of the
Subadviser's balance sheet, is accurate and complete in all material
respects and does not omit to state any material fact necessary in order to
make the statements made, in light of the circumstances under which they
were made, not misleading;
(i) The Subadviser's Code of Ethics, attached hereto as Exhibit C has
been duly adopted by the Subadviser, meets the requirements of Rule 17j-1
under the Investment Company Act and such code has been complied with and
no violation has occurred.
10. REPRESENTATIONS AND WARRANTIES OF ADVISER. The Adviser represents and
warrants to the Subadviser as follows:
(a) The Adviser is registered as an investment adviser under the
Advisers Act;
(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14
under the CEA with the CFTC and the NFA;
(c) The Adviser is a corporation duly organized and validly existing
under the laws of the State of Wisconsin with the power to own and possess
its assets and carry on its business as it is now being conducted;
(d) The execution, delivery and performance by the Adviser of this
Agreement are within the Adviser's powers and have been duly authorized by
all necessary action on the part of its shareholders, and no action by or
in respect of, or filing with, any governmental body, agency or official is
required on the part of the Adviser for the execution, delivery and
performance by the Adviser of this Agreement, and the execution, delivery
and performance by the Adviser of this Agreement do not contravene or
constitute a default under (i) any provision of applicable law, rule or
regulation, (ii) the Adviser's governing instruments, or (iii) any
agreement, judgment, injunction, order, decree or other instrument binding
upon the Adviser;
(e) This Agreement is a valid and binding agreement of the Adviser;
(f) The Adviser and any affiliated person of the Adviser have not:
(i) within 10 years from the date hereof been convicted of any
felony or misdemeanor involving the purchase or sale of any securities
or arising out of the conduct as an underwriter, broker, dealer,
investment adviser, municipal securities dealer, government securities
broker, government securities dealer, transfer agent, or entity or
person required to be registered under the CEA, or as an affiliated
person, salesman, or employee of any investment company, bank,
insurance company, or entity or person required to be registered under
the CEA; or
(ii) by reason of any misconduct, been permanently or temporarily
enjoined by an order, judgment or decree of any court of competent
jurisdiction or other governmental authority from acting as an
underwriter, broker, dealer, investment adviser, municipal securities
dealer, government securities broker, government securities dealer,
transfer agent, or entity or person required to be registered under
the CEA, or an affiliated person, salesman, or employee of any
investment company, bank, insurance company, or entity or person
required to be registered under the CEA or from engaging in or
continuing any conduct or practice in connection with any such
activity or in connection with the purchase or sale of any security;
or
(iii) been a party to litigation or other adversarial proceedings
involving any former or current client that is material to the
Adviser's business;
(g) The Form ADV of the Adviser attached hereto as Exhibit D is a true
and complete copy of the form filed with the Commission and the information
contained therein is accurate and complete in all material respects and
does not omit to state any material fact necessary in order to make the
statements made, in light of the circumstances under which they were made,
not misleading;
(h) The Adviser acknowledges that it received a copy of the
Subadviser's Form ADV at least 48 hours prior to the execution of this
Agreement.
11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE INFORMATION.
All representations and warranties made by the Subadviser and the Adviser
pursuant to Sections 9 and 10 hereof shall survive for the duration of this
Agreement and the parties hereto shall immediately notify, but in no event later
than five (5) business days, each other in writing upon becoming aware that any
of the foregoing representations and warranties are no longer true. In addition,
the Subadviser will deliver to the Adviser and the Fund copies of any
amendments, supplements or updates to any of the information provided to the
Adviser and attached as exhibits hereto within fifteen (15) days after becoming
available. Within forty-five (45) days after the end of each calendar year
during the term hereof, the Subadviser shall certify to the Adviser that it has
complied with the requirements of Rule 17j-1 under the Investment Company Act
with regard to its duties hereunder during the prior year and that there has
been no violation of the Subadviser's Code of Ethics with respect to the Fund or
in respect of any matter or circumstance that is material to the performance of
the Subadviser's duties hereunder or, if such violation has occurred, that
appropriate action was taken in response to such violation.
12. LIABILITY AND INDEMNIFICATION.
(a) LIABILITY. In the absence of willful misfeasance, bad faith or
negligence on the part of the Subadviser or a breach of its duties
hereunder, the Subadviser shall not be subject to any liability to the
Adviser or the Fund or any of the Fund's shareholders, and, in the absence
of willful misfeasance, bad faith or negligence on the part of the Adviser
or a breach of its duties hereunder, the Adviser shall not be subject to
any liability to the Subadviser, for any act or omission in the case of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of Investments; PROVIDED,
HOWEVER, that nothing herein shall relieve the Adviser and the Subadviser
from any of their obligations under applicable law, including, without
limitation, the federal and state securities laws and the CEA.
(b) INDEMNIFICATION. The Subadviser shall indemnify the Adviser and
the Fund, and their respective officers and directors, for any liability
and expenses, including attorneys' fees, which may be sustained as a result
of the Subadviser's willful misfeasance, bad faith, negligence, breach of
its duties hereunder or violation of applicable law, including, without
limitation, the federal and state securities laws or the CEA. The Adviser
shall indemnify the Subadviser and its officers and directors, for any
liability and expenses, including attorneys' fees, which may be sustained
as a result of the Adviser's willful misfeasance, bad faith, negligence,
breach of its duties hereunder or violation of applicable law, including,
without limitation, the federal and state securities laws or the CEA.
13. DURATION AND TERMINATION.
(a) DURATION. This Agreement shall be submitted for approval by
shareholders of the Fund at the first meeting of shareholders of the Fund
following the effective date of its Registration Statement on Form N-1A
covering the initial offering of shares of the Fund. This Agreement shall
continue in effect for a period of two years from the date hereof, subject
thereafter to being continued in force and effect from year to year if
specifically approved each year by either (i) the Board of Directors of the
Fund, or (ii) by the affirmative vote of a majority of the Fund's
outstanding voting securities. In addition to the foregoing, each renewal
of this Agreement must be approved by the vote of a majority of the Fund's
directors who are not parties to this Agreement or interested persons of
any such party, cast in person at a meeting called for the purpose of
voting on such approval. Prior to voting on the renewal of this Agreement,
the Board of Directors of the Fund may request and evaluate, and the
Subadviser shall furnish, such information as may reasonably be necessary
to enable the Fund's Board of Directors to evaluate the terms of this
Agreement.
(b) TERMINATION. Notwithstanding whatever may be provided herein to
the contrary, this Agreement may be terminated at any time, without payment
of any penalty:
(i) By vote of a majority of the Board of Directors of the Fund,
or by vote of a majority of the outstanding voting securities of the
Fund, or by the Adviser, in each case, upon sixty (60) days' written
notice to the Subadviser;
(ii) By the Adviser upon breach by the Subadviser of any
representation or warranty contained in Section 9 hereof, which shall
not have been cured during the notice period, upon twenty (20) days
written notice;
(iii) By the Adviser immediately upon written notice to the
Subadviser if the Subadviser becomes unable to discharge its duties
and obligations under this Agreement; or
(iv) By the Subadviser upon 180 days written notice to the
Adviser and the Fund.
This Agreement shall not be assigned (as such term is defined in the
Investment Company Act) without the prior written consent of the
parties hereto. This Agreement shall terminate automatically in the
event of its assignment without such consent or upon the termination of
the Advisory Agreement.
14. DUTIES OF THE ADVISER. The Adviser shall continue to have
responsibility for all services to be provided to the Fund pursuant to the
Advisory Agreement and shall oversee and review the Subadviser's performance of
its duties under this Agreement. Nothing contained in this Agreement shall
obligate the Adviser to provide any funding or other support for the purpose of
directly or indirectly promoting investments in the Fund.
15. AMENDMENT. This Agreement may be amended by mutual consent of the
parties, provided that the terms of each such amendment shall be approved by the
Board of Directors of the Fund or by a vote of a majority of the outstanding
voting securities of the Fund. If such amendment is proposed in order to comply
with the recommendations or requirements of the Commission or state regulatory
bodies or other governmental authority, or to expressly obtain any advantage
under federal or state or non-U.S. laws, the Adviser shall notify the Subadviser
of the form of amendment which it deems necessary or advisable and the reasons
therefor, and if the Subadviser declines to assent to such amendment, the
Adviser may terminate this Agreement forthwith.
16. CONFIDENTIALITY. Subject to the duties of the Adviser, the Fund and the
Subadviser to comply with applicable law, including any demand of any regulatory
or taxing authority having jurisdiction, the parties hereto shall treat as
confidential all information pertaining to the Fund and the actions of the
Subadviser, the Adviser and the Fund in respect thereof.
17. 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, delivered, or
mailed postpaid to the other party, or transmitted by facsimile with
acknowledgment of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:
(a) If to the Adviser:
Strong Capital Management, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Legal Department
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(b) If to the Subadviser:
Next Century Growth Investors, LLC
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Attention: Managing Director
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(c) If to the Fund:
Strong Advisor U.S. Small/Mid Cap
Growth Fund
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Attention: Legal Department
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
18. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Wisconsin and the
Subadviser consents to the exclusive jurisdiction of courts, both federal and
state, and venue in Wisconsin, with respect to any dispute arising under or in
connection with this Agreement.
19. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall together constitute one and the same
instrument.
20. CAPTIONS. The captions herein are included for convenience of reference
only and shall be ignored in the construction or interpretation hereof.
21. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision or applicable law, the remainder of the Agreement
shall not be affected adversely and shall remain in full force and effect.
22. CERTAIN DEFINITIONS.
(a) "BUSINESS DAY." As used herein, business day means any customary
business day in the United States on which the New York Stock Exchange is
open.
(b) MISCELLANEOUS. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the Investment Company Act shall be resolved by
reference to such term or provision of the Investment company Act and to
interpretations thereof, if any, by the U.S. courts or, in the absence of
any controlling decisions of any such court, by rules, regulation or order
of the Commission validly issued pursuant to the Investment Company Act.
Specifically, as used herein, "investment company," "affiliated person,"
"interested person," "assignment," "broker," "dealer" and "affirmative vote
of the majority of the Fund's outstanding voting securities" shall all have
such meaning as such terms have in the Investment Company Act. The term
"investment adviser" shall have such meaning as such term has in the
Advisers Act and the Investment Company Act, and in the event of a conflict
between such Acts, the most expansive definition shall control. In
addition, where the effect of a requirement of the Investment Company Act
reflected in any provision of this Agreement is relaxed by a rule,
regulation or order of the Commission, whether of special or general
application, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first written above.
STRONG CAPITAL MANAGEMENT, INC.
By:
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Name:
Title:
Attest:
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Name:
Title:
NEXT CENTURY GROWTH INVESTORS, LLC
By:
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Name:
Title:
Attest:
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Name:
Title:
SCHEDULE A
Compensation pursuant to Paragraph 6(a) of this Agreement shall be
calculated in accordance with the following schedule:
CURRENT ANNUAL SUBADVISORY FEE RATE
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AS A PERCENTAGE OF NET ADVISORY FEES
PAID TO THE ADVISOR
------------------------------------------------------------------------
FUND FOR ASSETS UP FOR ASSETS ABOVE
TO $1 BILLION $1 BILLION
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Strong U.S. Small/Mid Cap Growth Fund % %
Attest: Strong Capital Management, Inc.
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Name Name, Title
Attest: Strong Opportunity Fund, Inc.
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Name Name, Title