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EXHIBIT 99.B5.1
SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on this XXth day of
XXXXXX, 1995 between STRONG CAPITAL MANAGEMENT, INC. (the "Adviser"), a
Wisconsin corporation registered under the Investment Advisers Act of 1940, as
amended (the "Advisers Act"), and SLOATE, WEISMAN, XXXXXX & COMPANY, INC. (the
"Subadviser"), a Delaware corporation registered under the Advisers Act;
W I T N E S S E T H :
WHEREAS, Strong Disciplined Value Fund (the "Fund"), a series
of the Strong Equity Funds, Inc., a Wisconsin corporation, is in the process of
registering with the U.S. Securities and Exchange Commission (the "Commission")
as an open-end management investment company under the U.S. Investment Company
Act of 1940, as amended (the "Investment Company Act"); and
WHEREAS, the Fund has, pursuant to an Advisory Agreement with
the Adviser dated as of October 20, 1995 (the "Advisory Agreement"), retained
the Adviser to act as investment adviser for and to manage its assets;
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
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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
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instruments to the Fund if such transaction is permissible under
applicable laws and regulations, including, without limitation, the
Investment Company Act and the Investment 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 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 telecopy 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 telecopy 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 telephone presentations and, if necessary, an
in-person presentation once per year). The
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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 Investment 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 a Custody Agreement dated XXXXXXX, for the Fund and agrees
to comply at all times with all requirements relating to such
arrangements. 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 (2) 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 Investment Advisers Act, the Code, the
Public Utility Holding Company Act of 1935, the Commodity Exchange
Act, as amended (the "CEA"), if applicable, 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,
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"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 Disciplined Value 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. The Subadviser shall direct the
custodian as to how to vote 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 (including the Fund). This
provision shall not apply to the Subadviser's existing relationship
with Xxxxx Xxxxxx to provide investment advisory services to
participants in the
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Xxxxx Xxxxxx Fiduciary Services and SEC Programs or any similar
relationships the Subadviser may in the future enter into.
(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 Advisory 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
computed as follows:
(i) For the first eighteen (18) months, 60% of the
management fees collected by the Adviser from the
Fund on the first $150 million of net assets in the
Fund, 50% of the management fees collected by the
Adviser from the Fund on net assets from $150 million
to $300 million in the Fund, and 40% of the
management fees collected by
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the Adviser from the Fund on net assets in excess of
$300 million; and
(ii) After the first eighteen (18) months, 60% of the
management fees collected by the Adviser from the
Fund on the lower of $150 million or the level of net
assets in the Fund at the end of eighteen (18) months
(this amount being "base" net assets), 50% of the
management fees collected by the Adviser from the
Fund on net assets from base net assets to $300
million in the Fund, and 40% of management fees
collected by the Adviser from the Fund on net assets
in excess of $300 million.
In connection with subsections (a)(i) and (ii) hereof, 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
partial waiver, the Subadviser's fee shall be reduced pro rata.
(b) Most Favored Client Compensation Disclosure.
In the event the Subadviser charges any of its similarly situated
mutual fund advisory or subadvisory 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. During the first eighteen months, 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)(i) of this Section 6 and multiplying the
product by the net assets of the Fund (as determined in accordance
with the Fund's prospectus as of the close of business on the previous
business day on which the Fund was open for business). Following the
first eighteen months, 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)(ii) of
Section 6 and multiplying the product by the net assets of the Fund
(as determined in accordance with the Fund's prospectus as of the
close of business on the previous business day on which the Fund was
open for business).
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All fee rates will be after giving effect to any fee and expense
waivers by the Adviser in place at such time.
7. 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.
8. 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 Investment 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, 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 and 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:
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(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 audited financial statements
attached hereto as Exhibit B for the fiscal years ended December, 1992, 1993,
and 1994 are true and complete copies of the Subadviser's financial statements,
are accurate and complete in all material respects and do 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 performance figures for certain
client accounts attached hereto as Exhibit C are accurate and complete in all
material
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respects and do 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; and
(j) The Subadviser's written code of ethics attached
hereto as Exhibit D 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.
9. 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 Investment Advisers Act;
(b) The Adviser 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;
(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 and 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
Subadviser have not:
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(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 E 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.
10. Survival of Representations and Warranties; Duty to Update
Information. All representations and warranties made by the Subadviser and the
Adviser pursuant to Sections 8 and 9 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
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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 written 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.
11. 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 U.S.
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 U.S. federal and state
securities laws or the CEA.
12. 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
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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 of 1940) 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.
13. Duties of the Adviser. The Adviser shall
continue to have responsibility for all services to be provided to the
Fund pursuant to the Advisory
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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.
14. 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.
15. 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.
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, 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.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxx, Xxxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxx
Facsimile: (000) 000-0000
(b) If to the Subadviser:
Sloate, Weisman, Xxxxxx & Company, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
Attention: Xx. Xxxx Xxxxx
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Facsimile: (000) 000-0000
(c) If to the Fund:
Strong Disciplined Value Fund
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxx, Xxxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxx
Facsimile: (000) 000-0000
17. 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.
18. Counterparts. This Agreement may be executed in one
or more counterparts, all of which shall together constitute one and the same
instrument.
19. Captions. The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.
20. 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.
21. 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.
(d) 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
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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 Investment 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.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first written above.
STRONG CAPITAL
MANAGEMENT, INC. (the "Adviser")
By: _____________________________
Xxxx Xxxxxxxx
Vice Chairman
Attest: _________________________
Xxxxxx X. Xxxxx
Senior Vice President
and Secretary
SLOATE, WEISMAN, XXXXXX &
COMPANY, INC.
(the "Subadviser")
By: ______________________________
Xxxxx Xxxxxx
Chairman and Chief Investment
Officer
Attest: __________________________
Xxxxx Xxxxx
Secretary
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