AMENDED AND RESTATED ADVISOR CLASS SHARES
ADMINISTRATION AGREEMENT
THIS AGREEMENT is entered into on this _____ day of _____, 20__ between
Strong __________, Inc., a Wisconsin corporation (the "Corporation"), and Strong
Capital Management, Inc., a Wisconsin corporation ("SCM"), with respect to the
Advisor Class 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, SCM wishes to act as the administrator for the Funds to perform
certain administrative functions in connection with purchases and redemptions of
Advisor Class shares of the Funds ("Shares") and to provide related services to
Advisor Class shareholders in connection with their investments in the Funds;
and
NOW, THEREFORE, the Corporation and SCM do mutually agree and promise as
follows:
1. APPOINTMENT. SCM 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. SCM 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. SCM shall be responsible for performing
administrative and servicing functions, which shall include without
limitation:
(i) authorizing expenditures and approving bills for payment on behalf
of the Funds and the Advisor Class shares; (ii) supervising preparation of
the periodic updating of the Funds' registration statements with respect to
the Advisor Class shares, including Advisor Class 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' Advisor Class 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 Advisor Class shares
of each Fund, earnings reports and other financial data; (v) monitoring
relationships with organizations providing services to the Funds, with
respect to the Advisor Class shares, 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) providing necessary
personnel and facilities to coordinate the establishment and maintenance of
shareholder accounts and records with the Funds' transfer agent; (viii)
transmitting shareholders' purchase and redemption orders to the Funds'
transfer agent; (ix) arranging for the wiring or other transfer of funds to
and from shareholder accounts in connection with shareholder orders to
purchase or redeem Advisor Class shares; (x) verifying purchase and
redemption orders, transfers among and changes in shareholder-designated
accounts; (xi) informing the distributor of the gross amount of purchase
and redemption orders for Advisor Class shares; and (xii) providing such
other related services as the Funds or a shareholder may reasonably
request, to the extent permitted by applicable law. SCM 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 SCM 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 SCM in the performance of the services described above shall be
determined from time to time by agreement between SCM and the Corporation.
3. FEES. As full compensation for the services described in Section 2
hereof and expenses incurred by SCM, the Funds shall pay SCM a fee at an annual
rate, as specified in Schedule A, of each Fund's daily net asset value
attributable to the Advisor Class shares. This fee will be computed daily and
will be payable daily, or as otherwise as agreed by the Corporation and SCM. 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. SCM 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. SCM 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 SCM 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 SCM as the
administrator of the Funds, and SCM 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 SCM such other information relating to
the business affairs of the Funds as SCM 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 SCM.
5. USE OF SCM'S NAME. The Funds shall not use the name of SCM in any
prospectus, sales literature or other material relating to the Funds in a manner
not approved by SCM prior thereto; PROVIDED, HOWEVER, that the approval of SCM
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. SCM 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
SCM's 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. SCM 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 SCM's 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. SCM assumes no responsibilities under this
Agreement other than to render the services called for hereunder, on the terms
and conditions provided herein. SCM shall comply with all applicable federal and
state laws and regulations. SCM 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 SCM. SCM
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. SCM 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 SCM. SCM, 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 SCM, its directors, officers, employees and agents. The Funds will
indemnify and hold SCM, 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 SCM's obligations hereunder or otherwise
not resulting from the willful misfeasance, bad faith, or gross negligence
of SCM, its directors, officers, employees or agents, in the performance of
SCM's duties or from reckless disregard by SCM, its directors, officers,
employees or agents of SCM's obligations and duties under this Agreement.
Notwithstanding anything herein to the contrary, the Funds will
indemnify and hold SCM harmless from any and all Losses (including
reasonable counsel fees and expenses) resulting from any Claims as a result
of SCM's 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, SCM 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 SCM, its directors, officers, employees or agents,
in the performance of SCM's duties or from reckless disregard by SCM, its
directors, officers, employees or agents of SCM's 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. SCM 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 SCM 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 SCM 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 Capital
Management, Inc.
Attest: Strong Capital Management, Inc.
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[Name] [Name, Title]
Attest: Strong __________ , Inc.
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[Name] [Name, Title]
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
Attest: Strong Capital Management, Inc.
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[Name] [Name, Title]
Attest: Strong __________, Inc.
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[Name] [Name, Title]