SERVICES AGREEMENT
STRONG INVESTMENTS, INC.
Strong Investments, Inc. ("Distributor") and ______________
("Servicer") have agreed that Servicer will perform administrative functions and
support services ("Services") for clients of Servicer who purchase shares
("Shares") of any of the Strong family of funds (each a "Fund" and collectively
the "Funds"), or series thereof (as they may exist from time to time), including
any classes thereof, as identified on Schedule A to this Agreement, for which
Distributor now or in the future serves as distributor, subject to the terms of
this Services Agreement ("Agreement"). Any such additional Funds will be
included in this Agreement upon written notification to Servicer. Nothing in
this Agreement shall limit Servicer's right to engage one or more subcontractors
or agents, but no such engagement shall relieve Servicer of its duties,
responsibilities, obligations, agreements or liabilities under this Agreement.
1. LICENSING
a. Servicer represents and warrants that it and all of its partners,
directors, officers, employees and agents ("Servicer's Personnel") are licensed
by the appropriate regulatory agency of each state or other jurisdiction in
which Servicer or Servicer's Personnel provides the Services contemplated by
this Agreement, to the extent necessary to perform the Services and assume the
duties and responsibilities contemplated by this Agreement.
b. Servicer agrees that termination or suspension of its license to do
business by any state or other jurisdiction or federal regulatory agency, shall
immediately cause the automatic termination of this Agreement. Servicer further
agrees to immediately notify Distributor in writing of any such action or event.
2. DUTIES OF SERVICER
a. Servicer is hereby authorized and may from time to time undertake to
provide Services to clients in connection with clients' investment in the Shares
of a Fund, which Services may include, but are not limited to: the provision of
personal, continuing services to shareholders in each Fund including advisory
and educational services; communicating as needed with shareholders and
answering questions from shareholders; and providing such other similar services
as the Distributor may reasonably request, from time to time, to the extent the
Servicer is permitted to do so under applicable statues, rules, or regulations.
b. Servicer acknowledges that it has agreed to provide additional services
and to assume other duties and responsibilities not contemplated by this
Agreement in accordance with the terms and conditions set forth in another
[Operating and Services] [Services] Agreement, dated as of ____________, between
[Entity Name] [Servicer] and Distributor ("Other Agreement"), attached as
Schedule B, as may be amended from time to time, the terms and conditions of
which may set forth procedures governing, among other things, the establishment
of Servicer's accounts, pricing of Shares and the placement and settlement of
orders. To the extent that the current prospectus and statement of additional
information (including any supplements, stickers or amendments thereto) relating
to each Fund, as filed with the Securities and Exchange Commission ("SEC") for a
Fund ("Prospectus") contains provisions that are inconsistent with this
Agreement or any Other Agreement, the terms of the Prospectus shall be
controlling.
c. Servicer agrees to maintain all records as required by law to be
maintained in connection with providing the Services under this Agreement and to
furnish Distributor or regulatory authorities with copies of such records upon
request. Servicer represents and agrees that all Taxpayer Identification Numbers
("TINs") provided are certified, and that no account that requires a certified
TIN will be established without such certified TIN.
d. Servicer agrees that all out-of-pocket expenses incurred by it in
connection with its activities under this Agreement will be borne by Servicer.
3. SERVICER COMPENSATION
a. With respect to the Services provided by Servicer with respect to any
Fund or class thereof that is authorized to make payments of service fees (I.E.,
payments of fees and expenses made in accordance with a service plan adopted by
certain Funds or classes thereof pursuant to Rule 12b-1 ("Rule 12b-1 Plan")
under the Investment Company Act of 1940, as amended ("1940 Act")), all payments
to Servicer shall be in accordance with the Rule 12b-1 Plan adopted by that Fund
or classes thereof as specified in each applicable Prospectus for each Fund or
class thereof. With respect to any Fund or class thereof that offers Shares for
which a Rule 12b-1 Plan has been adopted, Distributor is authorized to pay
Servicer continuing service fees, as specified in the relevant Prospectus to the
extent that Servicer provides the Services specified in Section 2.a. above
regarding the servicing of shareholder accounts for its clients. Distributor
reserves the right, without prior notice, to suspend or eliminate the payment of
such Rule 12b-1 Plan payments or other compensation to Servicer by amendment,
sticker or supplement to the Prospectus for each Fund.
b. In connection with the receipt of service fees under Rule 12b-1 Plans
applicable to the Services provided for Servicer's clients, Distributor directs
Servicer to provide the Services specified in Section 2.a. above. (Redemption
levels of shareholder accounts assigned to Servicer will be considered in
evaluating Servicer's continued ability to receive payments of service fees.)
Further, Servicer agrees to provide Distributor with supporting documentation
concerning the shareholder services provided, as Distributor may reasonably
request from time to time.
c. All Rule 12b-1 Plan servicing fees shall be based on the value of Shares
attributable to Servicer's clients and eligible for such payment under a Rule
12b-1 Plan, and shall be calculated on the basis of and at the rates set forth
in the Prospectus for each Fund or class thereof. Servicer represents and
warrants that Distributor has made no representations with respect to the Rule
12b-1 Plans of such Funds in addition to, or conflicting with, the description
set forth in their respective Prospectuses. Without prior approval by a majority
of the outstanding shares of a Fund, the aggregate annual fees paid to Servicer
pursuant to any Rule 12b-1 Plan shall not exceed the amounts stated as the
"annual maximums" in each Fund's Prospectus, which amount shall be a specified
percent of the value of the Fund's net assets held in Servicer's clients'
accounts that are eligible for payment pursuant to the Rule 12b-1 Plans
(determined in the same manner as each Fund uses to compute its net assets as
set forth in its Prospectus).
d. The provisions of any Rule 12b-1 Plan and distribution agreement between
the Funds and the Distributor shall control over this Agreement in the event of
any inconsistency. Each Rule 12b-1 Plan in effect on the date of this Agreement
is described in the relevant Fund's Prospectus. Servicer hereby acknowledges
that all payments under Rule 12b-1 Plans are subject to limitations contained in
such Rule 12b-1 Plans and distribution agreements and may be varied or
discontinued at any time; in particular, Servicer acknowledges that the Rule
12b-1 Plan may be terminated at any time by a vote of a majority of the
independent directors of the Fund, or by a vote of a majority of the outstanding
voting securities of a Fund.
4. MULTIPLE CLASSES OF SHARES
Distributor may, from time to time, provide Servicer with written
guidelines or standards relating to the servicing of Funds offering multiple
classes of Shares having different sales loads, Rule 12b-1 Plan fees, and
expenses and other operating expenses.
5. FUND INFORMATION
Servicer agrees that neither it nor any of its partners, directors,
officers, employees, and agents is authorized to give any information or make
any representations concerning Shares of any Fund except those contained in the
Fund's Prospectus or in materials provided by Distributor.
6. INDEMNIFICATION
a. Servicer agrees to indemnify, defend and hold harmless Distributor and
the Funds and their predecessors, successors, and affiliates, each current or
former director, officer, employee, shareholder or agent and each person who
controls or is controlled by Distributor from any and all losses, claims,
liabilities, costs, and expenses, including reasonable attorney fees, that may
be assessed against or suffered or incurred by any of them howsoever they arise,
and as they are incurred, which relate in any way to: (i) any alleged violation
of any statute or regulation (including without limitation the securities laws
and regulations of the United States or any state or foreign country) or any
alleged tort or breach of contract, related to the provision of Services by
Servicer pursuant to this Agreement (except to the extent that Distributor's
gross negligence or failure to follow correct instructions received from
Servicer is the cause of such loss, claim, liability, cost or expense); (ii) any
redemption or exchange pursuant to instructions received from Servicer or
Servicer's Personnel; or (iii) the breach by Servicer of any of its
representations and warranties specified herein or Servicer's failure to comply
with the terms and conditions of this Agreement, whether or not such action,
failure, error, omission, misconduct or breach is committed by Servicer or its
predecessor, successor, or affiliate, each current or former partner, officer,
director, employee or agent and each person who controls or is controlled by
Servicer. This indemnity agreement is in addition to any other liability which
Servicer may otherwise have.
b. Distributor agrees to indemnify, defend and hold harmless Servicer and
its predecessors, successors and affiliates, each current or former partner,
officer, director, employee or agent, and each person who controls or is
controlled by Servicer from any and all losses, claims, liabilities, costs and
expenses, including reasonable attorney fees, that may be assessed against or
suffered or incurred by any of them which arise, and which relate to any untrue
statement of or omission to state a material fact contained in the Prospectus or
any written sales literature or other marketing materials provided by the
Distributor to the Servicer, required to be stated therein or necessary to make
the statements therein not misleading. This indemnity agreement is in addition
to any other liability which Distributor may otherwise have.
c. Promptly after receipt by a party entitled to indemnification under this
Section 6 (an "Indemnified Party") of notice of the commencement of an
investigation, action, claim or proceeding, such Indemnified Party shall, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6 (the "Indemnifying Party"), notify the Indemnifying Party of the
commencement thereof; but the omission so to notify the Indemnifying Party shall
not relieve it from any liability which it may have to any Indemnified Party
otherwise than under this Section 6. In case any such action is brought against
any Indemnified Party, and it notified the Indemnifying Party of the
commencement thereof, the Indemnifying Party shall be entitled to participate
therein and, to the extent that it may wish, assume the defense thereof, with
counsel satisfactory to such Indemnified Party. After notice from the
Indemnifying Party of its intention to assume the defense of an action, the
Indemnified Party shall bear the expenses of any additional counsel obtained by
it, and the Indemnifying Party shall not be liable to such Indemnified Party
under this Section 6 for any legal or other expenses subsequently incurred by
such Indemnified Party in connection with the defense thereof other than
reasonable costs of investigation. The Indemnified Party may not settle any
action without the written consent of the Indemnifying Party. The Indemnifying
Party may not settle any action without the written consent of the Indemnified
Party unless such settlement completely and finally releases the Indemnified
Party from any and all liability. In either event, consent shall not be
unreasonably withheld.
d. Each party's obligations under these indemnification provisions shall
survive any termination of this Agreement.
7. TERMINATION; AMENDMENT
a. In addition to the automatic termination of this Agreement specified in
Section 1.b. of this Agreement, each party to this Agreement may unilaterally
cancel its participation in this Agreement by giving sixty (60) days prior
written notice to the other party. In addition, each party to this Agreement may
terminate this Agreement immediately by giving written notice to the other party
of that other party's material breach of this Agreement.
b. The termination of this Agreement by any of the foregoing means shall
not relieve Servicer of its obligations, duties and indemnities specified in
this Agreement; provided, however, that Distributor's obligation to pay fees to
Servicer shall survive for a period no longer than one year from the date of
termination (unless termination is the result of an event described in Section
1.c., in which case Distributor's obligation to pay such fees shall end as of
the date of such termination).
c. This Agreement is not assignable or transferable and will terminate
automatically in the event of its "assignment," as defined in the Investment
Company Act of 1940, as amended and the rules, regulations and interpretations
thereunder. The Distributor may, however, transfer any of its rights or duties
under this Agreement to any entity that controls or is under common control with
Distributor.
d. This Agreement may be amended by Distributor at any time by written
notice to Servicer.
8. DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES
Distributor represents and warrants that:
a. It is a corporation duly organized and existing and in good standing
under the laws of the state of Wisconsin and is duly registered or exempt from
registration as a broker-dealer in all states and jurisdictions in which it
provides services as a non-exclusive distributor for the Funds.
b. It is a member in good standing of the NASD.
c. It is empowered under applicable laws and by Distributor's
organizational documents to enter into this Agreement and perform all activities
and services of the Distributor provided for herein and that there are no
impediments, prior or existing, regulatory, self-regulatory, administrative,
civil or criminal matters affecting Distributor's ability to perform under this
Agreement.
d. All requisite actions have been taken to authorize Distributor to enter
into and perform this Agreement.
9. ADDITIONAL SERVICER REPRESENTATIONS AND WARRANTIES
In addition to the representations and warranties found elsewhere in this
Agreement, Servicer represents and warrants that:
a. It is duly organized and existing and in good standing under the laws of
the state, commonwealth or other jurisdiction in which Servicer is organized.
b. It is empowered under applicable laws and by Servicer's organizational
documents to enter into this Agreement and perform all activities and services
of the Servicer provided for herein and that there are no impediments (prior,
existing or threatened) regulatory, self-regulatory, administrative, civil or
criminal matters affecting or reasonably likely to affect Servicer's ability to
perform under this Agreement.
c. All requisite actions have been taken to authorize Servicer to enter
into and perform this Agreement.
d. It is not, at the time of the execution of this Agreement, subject to
any enforcement or other proceeding with respect to its activities under state
or federal securities, banking or commodities laws, rules or regulations.
e. This Agreement constitutes the legal, valid and binding obligation of
Servicer and is enforceable against Servicer in accordance with its terms.
10. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws
of the state of Wisconsin, not including any provision or judicial
interpretation that would require the general application of the law of another
jurisdiction.
11. INVESTIGATIONS AND PROCEEDINGS
The parties to this Agreement agree to cooperate fully in any securities
regulatory investigation or proceeding or judicial proceeding with respect to
each party's activities under this Agreement and promptly to notify the other
party of any such investigation or proceeding.
12. CAPTIONS
All captions used in this Agreement are for convenience only, are not a
part hereof, and are not to be used in construing or interpreting any aspect
hereof.
13. SEVERABILITY
Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law. If, however, any
provision of this Agreement is held under applicable law to be invalid, illegal,
or unenforceable in any respect, such provision shall be ineffective only to the
extent of such invalidity, and the validity, legality and enforceability of the
remaining provisions of this Agreement shall not be affected or impaired in any
way.
14. RELATIONSHIP OF PARTIES
Unless expressly provided for elsewhere in this Agreement, all services
performed under this Agreement by Servicer shall be as an independent contractor
and not as an employee or agent of Distributor or the Funds, and none of the
parties shall hold itself out as an agent of any other party with the authority
to bind such party. Neither the execution nor performance of this Agreement
shall be deemed to create a partnership or joint venture by and among any of the
parties.
15. NOTICES
All notices under this Agreement shall be given in writing (and shall be
deemed to have been duly given upon receipt) by delivery in person, by
facsimile, by registered or certified mail or by overnight delivery (postage
prepaid, return receipt requested) to the respective parties as follows:
if to Servicer:
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Attention: __________________________
Facsimile No.: (____) _________________
if to Distributor:
Strong Investments, Inc.
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Attention: General Counsel
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
16. ENTIRE AGREEMENT
This Agreement, along with any attached schedules if approved, contains the
entire understanding of the parties hereto with respect to the subject matter
contained herein and supersedes all previous agreements and/or understandings of
the parties. This Agreement shall be binding upon the parties hereto when signed
by Servicer and accepted by Distributor.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date set forth below.
STRONG INVESTMENTS, INC.
By: ________________________________
Name: ________________________________
Title: ________________________________
Date: ________________________________
[SERVICER]
By: _________________________________
(Signature)
Name: _________________________________
Title: _________________________________
Address: _________________________________
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Telephone: _____________________________
Date: ________________________________
Strong Servicer #___________ (Internal Use Only)
SCHEDULE A
The Funds subject to this Agreement and Rule 12b-1 plan fees are as follows:
SCHEDULE B
[INSERT OPERATING AGREEMENT, WHEN APPLICABLE, HERE]